Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS MORTGAGE SECURITIES CORPORATION II THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. 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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2018-Gs9), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Pooling and Servicing Agreement (Bank 2017-Bnk9)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by GS XXXXX FARGO COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ SECURITIES, INC. THIS CERTIFIES THAT ~~CEDE & CO.~~ [____________________] is the registered owner of the interest evidenced by this Certificate in the Class D V Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ April 1, 2017 (the “Pooling and Servicing Agreement”), among GS XXXXX FARGO COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D V Certificates. The Certificates are designated as the ~~GS MORTGAGE SECURITIES TRUST~~ BANK 2017-~~GS8~~BNK4, Commercial Mortgage Pass-Through Certificates, Series 2017-~~GS8~~ BNK4 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents ~~a “regular interest”~~ an undivided beneficial interest in a ~~“real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ portion of the ~~Internal Revenue Code of 1986, as amended~~Excess Interest Grantor Trust Assets. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing ~~Agreement,~~ Agreement the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of ~~that portion of~~ the ~~aggregate amount of principal and interest~~ Excess Interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described ~~in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided~~ in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, ~~certain collections and recoveries respecting~~ Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining ~~non-~~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 Certificate Administrator, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject to the terms of the Pooling and Servicing Agreement, the~~ The Class D V Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 5% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs7), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS MORTGAGE SECURITIES CORPORATION II THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-1 Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. 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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-1 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS MORTGAGE SECURITIES CORPORATION II THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-4 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-4 Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. 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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS MORTGAGE SECURITIES CORPORATION II THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial ~~Certificate Balance~~ Notional Amount of the Class X-D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. 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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial ~~Certificate Balance~~ Notional Amount of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS XXXXX FARGO COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ SECURITIES, INC. THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO. .] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in the Class D [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ April 1, 2017 (the “Pooling and Servicing Agreement”), ~~among GS~~ between XXXXX FARGO COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial [Certificate ~~Balance~~ Balance][Notional Amount] of the Class D [__] Certificates. The Certificates are designated as the ~~GS MORTGAGE SECURITIES TRUST~~ BANK 2017-~~GS8~~BNK4, Commercial Mortgage Pass-Through Certificates, Series 2017-~~GS8~~ BNK4 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. [FOR REGULAR CERTIFICATES: This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as ~~amended~~amended (the “Code”). Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. .] Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS X-0, X-0, A-SB, X-0, X-0, X-X, X, X, X, X, X xxx X): principal ~~and~~ and] interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. [FOR CLASS X-0, X-0, X-XX, X-0, A-4, A-S, B, C, D, X-A and X-B CERTIFICATES: Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. .] All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES (CLASS X-0, X-0, X-XX, X-0, X-0, A-S, B, C, D, E, F and G): Principal and ~~interest~~ interest] allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D [__] Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of [FOR REGISTERED PRINCIPAL BALANCE CERTIFICATES (CLASS X-0, X-0, X-XX, X-0, X-0, X-X, X and C): $~~100,000~~10,000][FOR NON-REGISTERED PRINCIPAL BALANCE CERTIFICATES: CLASS D, E, F and G: $100,000][FOR CLASS X CERTIFICATES: $1,000,000], and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS MORTGAGE SECURITIES CORPORATION II THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-2 Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. 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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS MORTGAGE SECURITIES CORPORATION II THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D C Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D C Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D C Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. 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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS MORTGAGE SECURITIES CORPORATION II THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-3 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-3 Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. 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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-3 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS XXXXX FARGO COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ SECURITIES, INC. THIS CERTIFIES THAT ~~CEDE & CO.~~ [____________________] is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ April 1, 2017 (the “Pooling and Servicing Agreement”), ~~among GS~~ between XXXXX FARGO COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the ~~GS MORTGAGE SECURITIES TRUST~~ BANK 2017-~~GS8~~BNK4, Commercial Mortgage Pass-Through Certificates, Series 2017-~~GS8~~ BNK4 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as ~~amended~~amended (the “Code”). Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” pursuant to Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1 and the “partnership representative” within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs) for each Trust REMIC, and the Certificate Administrator is hereby irrevocably designated and shall serve (i) as attorney-in-fact and agent for any such Person that is the “tax matters person” and (ii) as the “partnership representative” for each Trust REMIC within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMIC). Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the ~~terms~~ following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of Section 5.03(o) of the Pooling and Servicing ~~Agreement~~Agreement and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in its Transferee Affidavit are false. The Class D R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 8 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of ~~the series specified on the face hereof~~ America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass- Through Certificates, Series 2013-C10 (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates). The Certificates are ~~designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are~~ issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-1 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-1 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on August 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-1 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of ~~the series specified on the face hereof~~ America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass- Through Certificates, Series 2013-C10 (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates). The Certificates are ~~designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are~~ issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on August 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-3 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of ~~the series specified on the face hereof~~ America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass- Through Certificates, Series 2013-C10 (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates). The Certificates are ~~designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are~~ issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-2 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-2 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on August 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-2 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ XXXXXX XXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Xxxxxx Xxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Xxxxxx Xxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Xxxxxxx Xxxxx Trust 2013-~~GS8~~C7, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C7 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on February 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-3 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Mxxxxxx Lxxxx Trust 2013-~~GS8~~C12, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C12 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-2 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-2 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on November 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-2 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (COMM 2013-Lc13 Mortgage Trust)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ XXXXXX XXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Xxxxxx Xxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Xxxxxx Xxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Xxxxxxx Xxxxx Trust 2013-~~GS8~~C7, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C7 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-2 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-2 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on February 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-2 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of ~~the series specified on the face hereof~~ America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass- Through Certificates, Series 2013-C10 (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates). The Certificates are ~~designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are~~ issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-5 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-5 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on August 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-5 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Mxxxxxx Lxxxx Trust 2013-~~GS8~~C12, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C12 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on November 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-3 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of ~~the series specified on the face hereof~~ America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass- Through Certificates, Series 2013-C10 (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates). The Certificates are ~~designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are~~ issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-4 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-4 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on August 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-4 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Mxxxxxx Lxxxx Trust 2013-~~GS8~~C12, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C12 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-1 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-1 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on November 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-1 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ XXXXXX XXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Xxxxxx Xxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Xxxxxx Xxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Xxxxxxx Xxxxx Trust 2013-~~GS8~~C7, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C7 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-1 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-1 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on February 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-1 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ XXXXXX XXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Xxxxxx Xxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Xxxxxx Xxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Xxxxxxx Xxxxx Trust 2013-~~GS8~~C7, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C7 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-4 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-4 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on February 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-4 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Mxxxxxx Lxxxx Trust 2013-~~GS8~~C12, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C12 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-4 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-4 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on November 12, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-4 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.

Appears in 4 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by GS BANC OF AMERICA MXXXXXX LXXXX COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Banc of America Mxxxxxx Lxxxx Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of ~~the series specified on the face hereof~~ America Mxxxxxx Lxxxx Trust 2013-C11, Commercial Mortgage Pass- Through Certificates, Series 2013-C11 (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates). The Certificates are ~~designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are~~ issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-4 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-4 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on September 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-4 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Mxxxxxx Lxxxx Trust 2013-~~GS8~~C13, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C13 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-4 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-4 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on January 13, 2014. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-4 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D B Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ May 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D B Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C19, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C19 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class A-S and Class C Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for the Class EC Certificates. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D F Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ May 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D F Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C19, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C19 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D F Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D F Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D C Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ May 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D C Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C19, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C19 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D C Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class A-S and Class B Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for the Class EC Certificates. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by GS BANC OF AMERICA MXXXXXX LXXXX COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Banc of America Mxxxxxx Lxxxx Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of ~~the series specified on the face hereof~~ America Mxxxxxx Lxxxx Trust 2013-C11, Commercial Mortgage Pass- Through Certificates, Series 2013-C11 (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates). The Certificates are ~~designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are~~ issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on September 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-3 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-2 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ March 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-2 Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C10, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C10 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D EC Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ February 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D EC Certificates. The Certificates are designated as the GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C18, Commercial Mortgage Pass-Through Certificates, ~~Series 2017~~SERIES 2014-~~GS8~~ C18 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a beneficial interest in certain “regular ~~interest~~interests” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange. The Class EC Certificates will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Exchangeable Certificates exchanged for the Class of EC Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Interest on ~~this Certificate~~ the Exchangeable Certificates exchanged for the Class EC Certificates will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate specified ~~above~~ on the Certificate Balance of ~~this~~ each such Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Exchangeable Certificates of exchanged for this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement. Subject to the terms of the Pooling and Servicing Agreement, the Class D EC Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Mxxxxxx Lxxxx Trust 2013-~~GS8~~C13, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C13 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on January 13, 2014. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-3 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D NR Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ May 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D NR Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C19, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C19 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents (A) a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended, and (B) an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D NR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D NR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ March 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C10, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C10 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by GS BANC OF AMERICA MXXXXXX LXXXX COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Banc of America Mxxxxxx Lxxxx Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of ~~the series specified on the face hereof~~ America Mxxxxxx Lxxxx Trust 2013-C11, Commercial Mortgage Pass- Through Certificates, Series 2013-C11 (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates). The Certificates are ~~designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, Series 2017-GS8 and are~~ issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-2 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-2 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on September 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-2 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ MXXXXX SXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Mxxxxx Sxxxxxx Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Mxxxxx Sxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Mxxxxxx Lxxxx Trust 2013-~~GS8~~C13, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C13 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-1 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-1 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on January 13, 2014. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-1 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Holder’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D EC Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ May 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D EC Certificates. The Certificates are designated as the GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C19, Commercial Mortgage Pass-Through Certificates, ~~Series 2017~~SERIES 2014-~~GS8~~ C19 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a beneficial interest in certain “regular ~~interest~~interests” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange. The Class EC Certificates will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Exchangeable Certificates exchanged for the Class of EC Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Interest on ~~this Certificate~~ the Exchangeable Certificates exchanged for the Class EC Certificates will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate specified ~~above~~ on the Certificate Balance of ~~this~~ each such Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Exchangeable Certificates of exchanged for this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement. Subject to the terms of the Pooling and Servicing Agreement, the Class D EC Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ February 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C18, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C18 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ May 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C19, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C19 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-3 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ March 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-1 Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C10, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C10 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-3 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-4 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ March 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-1 Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C10, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C10 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ May 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C19, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C19 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a three “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 3 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-4 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-4 Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-1 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ June 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-1 Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C20, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C20 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class ~~D Pass~~X-0 Xxxx-~~Through~~ Xxxxxxx Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-1 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ December 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~LC9, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ LC9 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-B Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ December 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D X-B Certificates. The Certificates are designated as the GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~LC9, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ LC9 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D X-B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-2 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ June 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-2 Certificates. The Certificates are designated as the GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~CIBX, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ CIBX and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate ~~represents~~ is a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ July 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C21, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C21 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-2 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-2 Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D E Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D E Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D E Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D E Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D E Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D E Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D E Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D E Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-A Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D X-A Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C14, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C14 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D X-A Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-A Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D EC Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of November 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D EC Certificates. The Certificates are designated as the GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C13, Commercial Mortgage Pass-Through Certificates, ~~Series 2017~~SERIES 2013-~~GS8~~ C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a beneficial interest in certain “regular ~~interest~~interests” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange. The Class EC Certificates will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Exchangeable Certificates exchanged for the Class of EC Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Interest on ~~this Certificate~~ the Exchangeable Certificates exchanged for the Class EC Certificates will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate specified ~~above~~ on the Certificate Balance of ~~this~~ each such Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Exchangeable Certificates of exchanged for this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement. Subject to the terms of the Pooling and Servicing Agreement, the Class D EC Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans~~”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ") and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by GS BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “"Pooling and Servicing Agreement”"), among ~~GS MORTGAGE SECURITIES CORPORATION II~~ Bear Xxxxxxx Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer, ~~the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A~~ a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “"Certificates”") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the ~~Denomination~~ Notional Amount of this Certificate specified on the face ~~hereof,~~ hereof by the initial aggregate ~~initial Certificate Balance~~ Notional Amount of the Class D X-1 Certificates. The Certificates are designated as the ~~GS MORTGAGE SECURITIES TRUST 2017-GS8~~Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2004-~~GS8~~ TOP16 and are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the ~~Certificate Administrator~~Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered as at the close of business on the last Business Day of the ~~related~~ month immediately preceding the month of such distribution (the "Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s 's pro rata share of the ~~Available Funds~~ amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses and ~~certain other amounts~~ interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company ("DTC") will be made by or on ~~each Distribution Date (other than~~ behalf of the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account ~~of such Certificateholder~~ specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. ~~Any funds~~ [Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder hereof shall not ~~distributed~~ be entitled to ~~any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall~~receive payments hereon; until so exchanged in full, ~~on such date,~~ this Regulation S Temporary Global Certificate shall in all other respects be ~~set aside and held uninvested in trust and credited~~ entitled to the ~~account or accounts of the appropriate non-tendering Holder or Holders. If any~~ same benefits as other Certificates ~~as to which notice has been given pursuant to Section 4.01(h) of~~ under the Pooling and Servicing Agreement.] The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate ~~Administrator~~ Balance of the Certificates then outstanding, as ~~a result~~ specified in the Pooling and Servicing Agreement. 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 ~~Certificateholder’s failure to surrender its Certificate(s~~consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. [This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) ~~for final payment thereof~~ on or after the termination of the 40-day distribution compliance period (as defined in ~~accordance with Section 4.01(h~~Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Trustee shall cancel this Regulation S Temporary Global Certificate.] As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney-in-fact~~ 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-1 Certificates will be issued in ~~book-entry form through the facilities of DTC in minimum~~ denominations of $~~100,000,~~ 100,000 initial Notional Amount and in ~~integral multiples of $1~~ any whole dollar denomination in excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, ~~with one Certificate of each such Class evidencing an additional amount equal to the remainder~~ Certificates are exchangeable for new Certificates of the ~~initial Certificate Balance of such Class~~same Class in authorized denominations as requested by the Holder surrendering the same. No ~~fee or~~ service charge ~~shall~~ will be ~~imposed by the Certificate Registrar~~ made for ~~its services in respect of~~ any such registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of~~ but the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 Depositor, the Trustee, the ~~Certificate Administrator~~Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, the ~~Certificate Administrator~~Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent to make payments to the Certificateholders as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust and (B) the disposition of all REO Property or (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) or 10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D B Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D B Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class A-S and Class C Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for the Class EC Certificates. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-5 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ June 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-5 Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C20, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C20 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class ~~D Pass~~X-0 Xxxx-~~Through~~ Xxxxxxx Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-5 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D B Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ July 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D B Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C13, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C13 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13)

Certificate. ~~evidencing a beneficial ownership interest~~ The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in ~~a Trust Fund~~the Rights Agreement). -------------------------------- Signature ---------------------------------------- NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, ~~consisting primarily~~ without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereofAssignment is not completed, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account Company and the ~~REO Accounts, formed and sold by GS MORTGAGE SECURITIES CORPORATION II THIS CERTIFIES THAT CEDE & CO. is~~ Rights Agent will deem the ~~registered~~ beneficial owner of the ~~interest~~ Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the ~~Class D Certificates issued by the Trust created pursuant to the Pooling and Servicing~~ Rights Agreement, dated as of November 1, 2017 (the “Pooling and Servicing Agreement”), among GS MORTGAGE SECURITIES CORPORATION II (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and ~~representing an interest in~~ such Assignment will not be honored. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the ~~Class~~ Rights Certificate.) To: TRIANGLE PHARMACEUTICALS, Inc. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the units of ~~Certificates specified on~~ Series B Junior Participating Preferred Stock issuable upon the ~~face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination~~ exercise of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017-GS8, Commercial Mortgage Pass-Through Certificates, such Rights and requests that certificates for such Series ~~2017-GS8 and are~~ B Junior Participating Preferred Stock be issued in the ~~classes as specifically set forth~~ name of: Please insert social security or other identifying number ------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the ~~Pooling~~ name of and ~~Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling~~ delivered to: Please insert social security or other identifying number ------------------------------------------------- (Please print name and ~~Servicing Agreement and reference is made to that agreement for information with respect to the interests~~address) Dated ______________, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder _____ -------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a ~~“regular interest”~~ participant in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. 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 Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:Securities Transfer Association Inc. recognized signature guarantee medallion program.

Appears in 2 contracts

Samples: Rights Agreement (Triangle Pharmaceuticals Inc), Rights Agreement (Triangle Pharmaceuticals Inc)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-4 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-4 Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-A Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D X-A Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D X-A Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-A Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D NR Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ June 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D NR Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C20, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C20 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D NR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D NR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D EC Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D EC Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, ~~Series 2017~~SERIES 2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a beneficial interest in certain “regular ~~interest~~interests” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange. The Class EC Certificates will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Exchangeable Certificates exchanged for the Class of EC Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Interest on ~~this Certificate~~ the Exchangeable Certificates exchanged for the Class EC Certificates will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate specified ~~above~~ on the Certificate Balance of ~~this~~ each such Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Exchangeable Certificates of exchanged for this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement. Subject to the terms of the Pooling and Servicing Agreement, the Class D EC Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-3A2 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ June 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-3A2 Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C20, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C20 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-3A2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-3A2 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-5 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-5 Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-5 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D C Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D C Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D C Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class A-S and Class B Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for the Class EC Certificates. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ July 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C13, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C13 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-B Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2011 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the Operating Advisor~~ Paying Agent and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D X-B Certificates. The Certificates are designated as the GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2011-~~GS8~~C5, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2011-~~GS8~~ C5 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the ~~Certificate Administrator~~Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate ~~represents~~ is a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the ~~Certificate Administrator~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D X-B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the ~~Certificate Administrator~~ Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the ~~Certificate Administrator~~ Paying Agent with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the ~~Certificate Administrator~~ Paying Agent 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the ~~Certificate Administrator~~Paying Agent shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D F Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D F Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class ~~D Pass-~~F Pass- Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D F Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D NR Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ April 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D NR Certificates. The Certificates are designated as the GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~C6, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ C6 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate ~~represents~~ is a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D NR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(g) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(g) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D NR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C14, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C14 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D EC Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ December 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D EC Certificates. The Certificates are designated as the GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~LC9, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ LC9 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a beneficial interest in certain “regular ~~interest~~interests” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange. The Class EC Certificates will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Exchangeable Certificates exchanged for the Class of EC Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Interest on ~~this Certificate~~ the Exchangeable Certificates exchanged for the Class EC Certificates will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate specified ~~above~~ on the Certificate Balance of ~~this~~ each such Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Exchangeable Certificates of exchanged for this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee). Subject to the terms of the Pooling and Servicing Agreement, the Class D EC Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2011 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the Operating Advisor~~ Paying Agent and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2011-~~GS8~~C5, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2011-~~GS8~~ C5 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the ~~Certificate Administrator~~Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, ~~the Certificate Administrator shall distribute to the Person in whose name~~ distributions, if any, on this Certificate ~~is registered as of~~ shall be made by the ~~related Record Date,~~ Paying Agent in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the ~~Certificate Administrator~~ Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the ~~Certificate Administrator~~ Paying Agent with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the ~~Certificate Administrator~~ Paying Agent 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the ~~Certificate Administrator~~Paying Agent shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by GS BANC OF AMERICA XXXXXXX XXXXX COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Banc of America Xxxxxxx Xxxxx Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Xxxxxx Xxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Xxxxxxx Xxxxx Trust 2013-~~GS8~~C8, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C8 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-3 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Xxxxxx’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-2 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ April 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-2 Certificates. The Certificates are designated as the GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~C6, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ C6 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate ~~represents~~ is a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(g) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(g) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-B Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ April 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D X-B Certificates. The Certificates are designated as the GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~C6, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ C6 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate ~~represents~~ is a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D X-B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(g) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(g) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D A-2 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2011 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the Operating Advisor~~ Paying Agent and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D A-2 Certificates. The Certificates are designated as the GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2011-~~GS8~~C5, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2011-~~GS8~~ C5 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the ~~Certificate Administrator~~Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate ~~represents~~ is a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the ~~Certificate Administrator~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the ~~Certificate Administrator~~ Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the ~~Certificate Administrator~~ Paying Agent with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the ~~Certificate Administrator~~ Paying Agent 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the ~~Certificate Administrator~~Paying Agent shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ October 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~C8, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ C8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ June 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C20, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C20 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ) and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by GS BANC OF AMERICA XXXXXXX XXXXX COMMERCIAL MORTGAGE ~~SECURITIES CORPORATION II~~ INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of ~~the interest evidenced by~~ this ~~Certificate in the Class D Certificates~~ commercial mortgage pass-through certificate (this “Certificate”), which has been issued ~~by the Trust created~~ pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “Pooling and Servicing Agreement”), ~~among GS MORTGAGE SECURITIES CORPORATION II~~ between Banc of America Xxxxxxx Xxxxx Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Trustee, the~~ Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the ~~Operating Advisor~~ Certificate Registrar and the ~~Asset Representations Reviewer. A~~ Authenticating Agent, a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the respective meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as ~~Certificates~~ the Xxxxxx Xxxxxxx Bank of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS MORTGAGE SECURITIES TRUST 2017America Xxxxxxx Xxxxx Trust 2013-~~GS8~~C8, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8 and~~ C8 (herein called the “Certificates”). The Certificates are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing ~~Agreement. The Certificates~~ Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-2 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-2 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~Trustee and the Certificate Administrator~~parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Certificateholder~~ Holder of this Certificate by virtue of the acceptance hereof assents and by which ~~the Certificateholder~~ such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of principal of and interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered ~~as of~~ on the ~~related~~ applicable Record Date. The Determination Date is the 11th day of each month, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributableor, if ~~any~~the 11th day is not a Business Day, ~~allocable to~~ the ~~Class of Certificates of the same Class as this Certificate for such Distribution~~ next succeeding Business Day (a “Determination Date”), ~~all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement~~commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate ~~specified above~~ on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s pro rata share of the ~~Available Funds~~ amount to be distributed on the Class A-2 Certificates ~~of this Class~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and ~~certain other amounts on the Mortgage Loans~~ Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to ~~Certificateholders~~ the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses on the Mortgage Loans~~ Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company (“DTC”) will be made by or on ~~each Distribution Date (other than~~ behalf of the ~~final distribution~~ Certificate Administrator by check mailed to such Xxxxxx’s address as it appears on ~~any Certificate)~~ the Certificate Register of the Certificate Registrar or, upon written request to ~~Certificateholders of record~~ the Certificate Administrator on or prior to the related Record Date ~~by check mailed~~ (or upon standing instructions given to ~~the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided~~ the Certificate Administrator ~~with wire~~ on the Closing Date prior to any Record Date, which instructions may be revoked at ~~least~~ any time thereafter upon written notice to the Certificate Administrator five (5) ~~Business Days~~ days prior to the related Record Date, ) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the ~~account~~ request of such ~~Certificateholder at a bank or other entity having appropriate facilities therefor~~Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the ~~Certificate Administrator~~ parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney-in-fact~~ attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the ~~Class D~~ Certificates ~~will be issued~~ are issuable in ~~book-entry~~ fully registered form ~~through the facilities of DTC~~ only, without coupons, in minimum denominations ~~of $100,000, and~~ specified in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as As provided in ~~Section 5.03 of~~ the Pooling and Servicing ~~Agreement) incurred~~ Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the ~~Certificate Registrar in connection with~~ Holder surrendering the same. No service charge will be made for any such ~~transfer. The~~ registration of transfer or exchange but the Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special ~~Servicer and~~ Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~neither~~ none of the ~~Trustee, the Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, ~~nor~~ the Authenticating Agent or any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans~~”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ") and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by GS BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “"Pooling and Servicing Agreement”"), among ~~GS MORTGAGE SECURITIES CORPORATION II~~ Bear Xxxxxxx Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer, ~~the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A~~ a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “"Certificates”") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the ~~Denomination~~ Notional Amount of this Certificate specified on the face ~~hereof,~~ hereof by the initial aggregate ~~initial Certificate Balance~~ Notional Amount of the Class D X-2 Certificates. The Certificates are designated as the ~~GS MORTGAGE SECURITIES TRUST 2017-GS8~~Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2004-~~GS8~~ TOP16 and are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the ~~Certificate Administrator~~Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered as at the close of business on the last Business Day of the ~~related~~ month immediately preceding the month of such distribution (the "Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s 's pro rata share of the ~~Available Funds~~ amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses and ~~certain other amounts~~ interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company ("DTC") will be made by or on ~~each Distribution Date (other than~~ behalf of the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account ~~of such Certificateholder~~ specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders 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 Section 4.01(h) of the The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate ~~Administrator~~ Balance of the Certificates then outstanding, as ~~a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof~~ specified in ~~accordance with Section 4.01(h) of~~ the Pooling and Servicing Agreement. 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 the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney-in-fact~~ 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-2 Certificates will be issued in ~~book-entry form through the facilities of DTC in minimum~~ denominations of $~~100,000,~~ 100,000 initial Notional Amount and in ~~integral multiples of $1~~ any whole dollar denomination in excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, ~~with one Certificate of each such Class evidencing an additional amount equal to the remainder~~ Certificates are exchangeable for new Certificates of the ~~initial Certificate Balance of such Class~~same Class in authorized denominations as requested by the Holder surrendering the same. No ~~fee or~~ service charge ~~shall~~ will be ~~imposed by the Certificate Registrar~~ made for ~~its services in respect of~~ any such registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of~~ but the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 Depositor, the Trustee, the ~~Certificate Administrator~~Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, the ~~Certificate Administrator~~Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent to make payments to the Certificateholders as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust and (B) the disposition of all REO Property or (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) or 10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D NR Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D NR Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D NR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D NR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D B Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D B Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class A-S and Class C Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for the Class EC Certificates. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a ~~Trust Fund~~Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans~~”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties~~ ") and ~~revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or~~ certain other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accountsproperty, formed and sold by ~~GS MORTGAGE SECURITIES CORPORATION II~~ XXXXXX XXXXXXX CAPITAL I INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as ~~of November 1, 2017~~ specified above (the “"Pooling and Servicing Agreement”"), among ~~GS MORTGAGE SECURITIES CORPORATION II~~ Xxxxxx Xxxxxxx Capital I Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer, ~~the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A~~ a summary of certain of the pertinent provisions of ~~the Pooling and Servicing Agreement~~ which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein ~~shall~~ have the meanings assigned ~~thereto~~ in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “"Certificates”") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the ~~Denomination~~ Notional Amount of this Certificate specified on the face ~~hereof,~~ hereof by the initial aggregate ~~initial Certificate Balance~~ Notional Amount of the Class D X-2 Certificates. The Certificates are designated as the ~~GS MORTGAGE SECURITIES TRUST 2017-GS8~~Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2004-~~GS8~~ HQ4 and are issued in the ~~classes as specifically set forth~~ Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the ~~Certificate Administrator~~Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~This~~ Distributions of interest on this Certificate ~~represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D~~ will be made out of the ~~Internal Revenue Code of 1986~~Available Distribution Amount, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~terms of~~ extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~Certificate Administrator shall distribute~~ 14th day of each month or, if such 14th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered as at the close of business on the last Business Day of the ~~related~~ month immediately preceding the month of such distribution (the "Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount ~~equal~~ due to this Certificate’s 's pro rata share of the ~~Available Funds~~ amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses and ~~certain other amounts~~ interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment ~~to, among other things,~~ to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a ~~Class~~ nominee of ~~Certificates shall~~ The Depository Trust Company ("DTC") will be made by or on ~~each Distribution Date (other than~~ behalf of the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account ~~of such Certificateholder~~ specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. ~~The~~ Notwithstanding the above, the final distribution on ~~this~~ any Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall~~ will be made ~~in like manner, but~~ only upon ~~presentment~~ presentation and surrender of ~~this~~ such Certificate at the ~~offices~~ location that will be specified in a notice of the ~~Certificate Registrar or such other location specified in the notice to Certificateholders~~ pendency of such final distribution. ~~Any funds~~ [Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder hereof shall not ~~distributed~~ be entitled to ~~any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall~~receive payments hereon; until so exchanged in full, ~~on such date,~~ this Regulation S Temporary Global Certificate shall in all other respects be ~~set aside and held uninvested in trust and credited~~ entitled to the ~~account or accounts of the appropriate non-tendering Holder or Holders. If any~~ same benefits as other Certificates ~~as to which notice has been given pursuant to Section 4.01(h) of~~ under the Pooling and Servicing Agreement.] The Pooling and Servicing Agreement ~~shall not have been surrendered for cancellation within six months after the time specified in such notice~~permits, with certain exceptions therein provided, the ~~Certificate Administrator shall mail a second notice to~~ amendment thereof and 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 Certificate Administrator, 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 and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary modification of the ~~delivery~~ rights and obligations 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 Certificateholder on any amount held in trust~~ under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate ~~Administrator~~ Balance of the Certificates then outstanding, as ~~a result~~ specified in the Pooling and Servicing Agreement. 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 ~~Certificateholder’s failure to surrender its Certificate(s~~consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. [This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) ~~for final payment thereof~~ on or after the termination of the 40-day distribution compliance period (as defined in ~~accordance with Section 4.01(h~~Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Trustee shall cancel this Regulation S Temporary Global Certificate.] As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registerable~~ registrable in the Certificate Register ~~only~~ upon surrender of this Certificate for registration of transfer at the ~~office~~ Corporate Trust Office of the Certificate ~~Registrar or at the office of its transfer agent~~Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney-in-fact~~ 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~Denominations~~ denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-2 Certificates will be issued in ~~book-entry form through the facilities of DTC in minimum~~ denominations of $~~100,000,~~ 100,000 initial Notional Amount and in ~~integral multiples of $1~~ any whole dollar denomination in excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, ~~with one Certificate of each such Class evidencing an additional amount equal to the remainder~~ Certificates are exchangeable for new Certificates of the ~~initial Certificate Balance of such Class~~same Class in authorized denominations as requested by the Holder surrendering the same. No ~~fee or~~ service charge ~~shall~~ will be ~~imposed by the Certificate Registrar~~ made for ~~its services in respect of~~ any such registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of~~ but the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment ~~by each transferor~~ of a sum sufficient to cover any ~~tax, expense~~ tax or other governmental charge ~~payable~~ that may be imposed in connection with any ~~such~~ transfer or ~~exchange~~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 Depositor, the Trustee, the ~~Certificate Administrator~~Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, the ~~Certificate Administrator~~Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by ~~any~~ notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent to make payments to the Certificateholders as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust and (B) the disposition of all REO Property or (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) or 10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~be amended from time~~ exercise their option to ~~time by~~ purchase the ~~parties thereto, without~~ Mortgage Loans and any other property remaining in the ~~consent of any~~ Trust and cause the termination of the ~~Certificateholders or~~ Trust in accordance with the ~~Companion Holders:~~requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 HQ4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 HQ4)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D C Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ December 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D C Certificates. The Certificates are designated as the GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~LC9, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ LC9 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D C Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class B and Class C Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee), for the Class EC Certificates. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale ~~Reserve~~ Reserve, the Excess Interest Distribution Account and the REO Accounts, formed and sold by GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ Torchlight Debt Opportunity Fund IV Holdings (Cayman), LP is the registered owner of the interest evidenced by this Certificate in the Class D Z Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ June 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the Operating Advisor~~ Paying Agent and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Z Certificates. The Certificates are designated as the GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C20, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C20 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the ~~Certificate Administrator~~Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents ~~a “regular interest”~~ an undivided beneficial interest in a ~~“real estate mortgage investment conduit”, as those terms are defined, respectively,~~ portion of a grantor trust that holds the Excess Interest and related amounts in ~~Sections 860G(a)(1) and 860D of~~ the ~~Internal Revenue Code of 1986, as amended~~Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the ~~Certificate Administrator~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of ~~that portion of~~ the ~~aggregate amount of principal and interest~~ Excess Interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, ~~certain collections and recoveries respecting~~ Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the ~~Certificate Administrator~~ Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the ~~Certificate Administrator~~ Paying Agent with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the ~~Certificate Administrator~~ Paying Agent 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the ~~Certificate Administrator~~Paying Agent shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject to the terms of the Pooling and Servicing Agreement, the~~ The Class D Z Certificates will be issued in ~~book-entry form through the facilities of DTC~~ full, registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D E Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ July 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D E Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C21, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C21 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D E Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D E Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D NR Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D NR Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D NR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D NR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a three “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described ~~in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided~~ in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of November 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C16, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C16 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D F Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D F Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. ~~Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.~~ All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D G Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D G Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class D R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ December 1, ~~2017~~ 2013 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D R Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2013-~~GS8~~C17, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2013-~~GS8~~ C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Class R Certificate represents a “~~regular~~ residual interest” in a two “real estate mortgage investment ~~conduit~~conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC and the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator ~~shall distribute to the Person~~ in ~~whose name this Certificate is registered as of the related Record Date,~~ an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) ~~of that portion of the aggregate amount of principal~~ and ~~interest then distributable, if any, allocable~~ to the ~~Class of Certificates of~~ extent and subject to the ~~same Class as this Certificate for such Distribution Date, all as more fully described~~ limitations set forth in the Pooling and Servicing Agreement~~. Holders of~~ , on the Distribution Date to the Person in whose name this Certificate ~~may be entitled to Yield Maintenance Charges~~ is registered as ~~provided in~~ of the ~~Pooling and Servicing Agreement~~related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the The Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the ~~terms~~ following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing ~~Agreement~~Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class D R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge that such prospective Transferee is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person. The Class R Certificates will be issued in ~~book-entry form through the facilities of DTC~~ fully registered, certificated form, in minimum ~~denominations~~ percentage interests of ~~$100,000,~~ 10% and in integral multiples of $1 1% in excess thereof~~, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class~~. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-C Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ September 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D X-C Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C23, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C23 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described ~~in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided~~ in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D X-C Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”” (and a separate trust companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ August 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C22, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C22 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described ~~in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided~~ in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D X-B Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ July 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D X-B Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C21, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C21 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D X-B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D X-B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ July 1, ~~2017~~ 2014 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated as the GS JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2014-~~GS8~~C21, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2014-~~GS8~~ C21 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described ~~in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided~~ in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of ~~Realized Losses~~ Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall 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~~ posted pursuant to Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(j) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $~~100,000~~1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D EC Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ October 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D EC Certificates. The Certificates are designated as the GS J.X. XXXXXX CXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~C8, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ C8 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents a beneficial interest in certain “regular ~~interest~~interests” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange. The Class EC Certificates will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Exchangeable Certificates exchanged for the Class of EC Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. Interest on ~~this Certificate~~ the Exchangeable Certificates exchanged for the Class EC Certificates will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~Class D~~ related Pass-Through Rate specified ~~above~~ on the Certificate Balance of ~~this~~ each such Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Exchangeable Certificates of exchanged for this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee). Subject to the terms of the Pooling and Servicing Agreement, the Class D EC Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the ~~Certificateholders or the Companion Holders~~Certificateholders:

Appears in 2 contracts

Certificate. evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D NR Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of ~~November~~ December 1, ~~2017~~ 2012 (the “Pooling and Servicing Agreement”), among GS X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES ~~CORPORATION II~~ CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate ~~Administrator, the Operating Advisor~~ Administrator and the ~~Asset Representations Reviewer~~Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D NR Certificates. The Certificates are designated as the GS X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES TRUST ~~2017~~2012-~~GS8~~LC9, Commercial Mortgage Pass-Through Certificates, Series ~~2017~~2012-~~GS8~~ LC9 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the ~~Trust~~Trust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. This Certificate represents (A) a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended, and (B) an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D NR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available ~~Funds~~ Distribution Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. ~~Realized Losses~~ Collateral Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Realized Losses~~ Collateral Support Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. ~~This Certificate is~~ The Certificates are limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the ~~Collection~~ Certificate Account and the Distribution Accounts will be held on behalf of the Trustee ~~for the benefit~~ on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the ~~Collection~~ Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the ~~Collection~~ Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions in writing at least five ~~(5)~~ Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate ~~(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate)~~ shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Any funds not distributed ~~to any Holder or Holders of Certificates of such Class~~ on ~~such~~ the final Distribution Date because of the failure of ~~such~~ Certificateholders to tender their Certificates ~~shall, on such date,~~ shall be set aside and held uninvested in trust ~~and credited to~~ for the ~~account or accounts~~ benefit of the ~~appropriate~~ non-tendering ~~Holder or Holders~~Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator 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 not all of such Certificates shall ~~not~~ have been surrendered for cancellation, the Certificate ~~Administrator~~Administrator shall, 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 and subject to escheatment and other applicable laws~~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 Certificateholder on any amount held in trust ~~under the Pooling and Servicing Agreement by the Certificate Administrator~~ as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section ~~4.01(h~~4.01(i) of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class D NR Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange ~~of any Certificate (other than Definitive Certificates)~~ referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange. The Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer and the Certificate ~~Registrar,~~ Registrar and any ~~agent~~ of ~~any of them,~~ their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the ~~Certificate Administrator, the~~ Master Servicer, the Special Servicer, the Certificate ~~Registrar,~~ Registrar nor any ~~agent of any of them,~~ such agents shall be affected by any notice to the contrary. The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

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Common use of Certificate Clause in Contracts