Item 1. Business.
Not applicable.
Item 1A.
Item 1A. Risk Factors.
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2.
Item 2. Properties.
Not applicable.
Item 3.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Master Servicer, the Special Servicer, or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
No established public trading market for the Certificates exists.
Records provided to the Trust by the Depository Trust Company and the Trustee indicate that as of December 31, 2005, the total number of holders of record for the Series of Certificates is 80.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures. Not applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as part of this Annual Report on Form 10K:
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities.
(99.2) Reports of Management as to Compliance with Minimum Servicing Standards.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(b) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page herof.
(c) Not applicable. The Trust does not have any subsidiaries or affiliates. Therefore, no financial statements are filed with respect to subsidiaries or affiliates.
Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
GS Mortgage Securities Corporation II, as Depositor
By: /s/ Leo Z. Huang
Leo Z. Huang, Chief Financial Officer
Dated: March 30, 2006
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTIONS 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
(a)(1) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions.
(a)(2) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders.
Exhibit Index
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities.
(99.2) Reports of Management as to Compliance with Minimum Servicing Standards.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
Filed herewith.
Exhibit No.
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
Re: GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2005-GG4 (the "Trust"), issued pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2005 (the "Pooling and Servicing Agreement"), among GS Mortgage Securities Corporation II, as depositor (the "Depositor"), Wells Fargo Bank, N.A., as trustee (the "Trustee"), GMAC Commercial Mortgage Corporation, as master servicer (the "Master Servicer"), and LNR Partners, Inc., as special servicer
I, Leo Z. Huang, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of the Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the master servicer and the special servicer under the pooling and servicing agreement for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in this annual report and required to be delivered to the paying agent in accordance with the terms of the pooling and servicing agreement, and except as disclosed in this annual report, the master servicer and the special servicer have fulfilled their obligations under the pooling and servicing agreement; and
5. This annual report discloses all significant deficiencies relating to the master servicer's or special servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing agreement, that is included in this annual report.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: GMAC Commercial Mortgage Corporation as Master Servicer, LNR Partners, Inc. as Special Servicer and Wells Fargo Bank, N.A. as Trustee.
Date: March 30, 2006
/s/ Leo Z. Huang Signature
Chief Financial Officer Title
EX-99.1 (a) PRICEWATERHOUSECOOPERS (logo)
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 www.pwc.com
Report of Independent Accountants
To the Board of Directors and Shareholder of GMAC Commercial Mortgage Corporation:
We have examined management's assertion, dated February 27, 2006, about GMAC Commercial Mortgage Corporation's (the "Company's") compliance with its established minimum master servicing policy ("Master Servicing Policy"), which management derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP), as of and for the year ended December 31, 2005 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with the Master Servicing Policy. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with the standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the Master Servicing Policy and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination of the Company's compliance with the Master Servicing Policy.
In our opinion, management's assertion that, except for instances of noncompliance, the Company complied with the aforementioned Master Servicing Policy as of and for the year ended December 31, 2005 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
February 27, 2006
[PAGE]
Exhibit I
Management's Assertion Concerning Compliance With Minimum Master Servicing Standards
February 27, 2006
As of and for the year ended December 31, 2005, for the master servicing transactions included in Exhibit II, GMAC Commercial Mortgage Corporation has complied, in all material respects, with the applicable minimum master servicing standards set forth in the company's Master Servicing Policy (attached in Exhibit (III), which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except with respect to the requirement that reconciling items shall be resolved within ninety (90) calendar days of identification, for which the company was not in compliance.
As of December 31, 2005, the company was covered by various General Motors Corporation insurance policies providing $350 million of Fidelity bond insurance and $100 million of errors and omissions insurance.
/s/ Robert D. Feller Robert D. Feller Chief Executive Officer
/s/ Michael I. Lipson Michael I. Lipson Executive Vice President, Global Servicing
/s/ Wayne D. Hoch Wayne D. Hoch Executive Vice President and Chief Financial Officer
[PAGE]
Exhibit II
GMAC COMMERCIAL MORTGAGE CORPORATION TRANSACTIONS ASSOCIATED WITH MASTER SERVICING RESPONSIBILITIES
ACMF I SERIES 1997-Cl AETNA SERIES 1995-C5 AMERICAN SOUTHWEST SERIES 1993-2 ASC SERIES 1996-D3 ASC SERIES 1997-D4 ATHERTON 1997-1 ATHERTON 1998-A ATHERTON 1999-A ATHERTON WAREHOUSE -AW9601 ATHERTON-PW WAREHOUSE BACM 2001-Cl BANK OF AMERICA 2002-X1 BKB SERIES 1997-Cl (LB) CALSTERS 2002 C6 CALWEST 2003-CALW CAPCO SERIES 1998-D7 CCMSC 2001-245 PRK AVE CDC 2002-FX1 CDO SERIES 2004-1 CG SERIES 2005-EMG CGMT SERIES 2004-FL1 CHASE SERIES 1996-1 CHASE SERIES 1996-2 CHASE SERIES 1997-1 CHASE SERIES 1997-2 CHASE SERIES 1998-2 CHASE SERIES 2000-FL1 CHASE-FIRST UNION 1999-1 CITICORP LEASE TRUST 1999-1 COLUMN SERIES 2002 CCL1 COMM 2001-J2 COMM 2003-LNB1 COMM 2005-FL11 COMM SERIES 2001-FL5 COMM SERIES 2004-LNB2 COMM SERIES 2004-LNB4 COMM SERIES 2005-C6 CREST GSTAR 2001-1 CSFB SERIES 1995-M1 CSFB SERIES 1997-PS1 CSFB SERIES 1998-PS2 CSFB SERIES 1999-PS3 CSFB SERIES 2000-C1 CSFB SERIES 2000-PS4 CSFB SERIES 2001-CF2
[PAGE]
CSFB SERIES 2001-SPG1 CSFB SERIES 2005-C1 CSFB SERIES 2005-C5 DAIWA 1993-1 DLJ SERIES 1996-CF1 DLJ SERIES 1997-CF1 EDI EDII EMAC 1998 EMAC 1999 EMAC 2000 FMAC 1991-A FMAC 1993-B FMAC 1994-A FMAC 1995-B FMAC 1996-B FMAC 1997-A FMAC 1997-B FMAC 1997-C FMAC 1998-A FMAC 1998-B FMAC 1998-C FMAC 1998-D FMAC 2000-A FMHA FNMA SERIES 1998-M1 FOREST CITY 1994-1 FREEHOLD RACEWAY G3 STRATEGIC INV 2002-WL1 GCCF SERIES 2005-GG3 GFCM 2003-1 GGP MALL PROP TR-SERIES 2001-GGP1 GMACCM SERIES 1996-C1 GMACCM SERIES 1997-C1 GMACCM SERIES 1997-C2 GMACCM SERIES 1998-C1 GMACCM SERIES 1998-C2 GMACCM SERIES 1999-C1 GMACCM SERIES 1999-C2 GMACCM SERIES 1999-C3 GMACCM SERIES 1999-CTL1 GMACCM SERIES 2000-C1 GMACCM SERIES 2000-C2 GMACCM SERIES 2000-C3 GMACCM SERIES 2000-FL1 GMACCM SERIES 2000-FL-F GMACCM SERIES 2001-A GMACCM SERIES 2001-C1 GMACCM SERIES 2001-C2 GMACCM SERIES 2001-FL1 GMACCM SERIES 2002-C1
[PAGE]
GMACCM SERIES 2002-C2 GMACCM SERIES 2002-C3 GMACCM SERIES 2002-FL1 GMACCM SERIES 2003 SENIORS GMACCM SERIES 2003-C1 GMACCM SERIES 2003-C2 GMACCM SERIES 2003-C3 GMACCM SERIES 2003-FL1 GMACCM SERIES 2003-FLA GMACCM SERIES 2003-FL-SNF GMACCM SERIES 2004-C1 GMACCM SERIES 2004-C2 GMACCM SERIES 2004-C3 GMACCM SERIES 2005-C1 G-MAX 2002-FLA GMAX 2002-FX-1 GOLDMAN SACHS SERIES 1997-GLI GOLDMAN SACHS SERIES 1998-C1 GOLDMAN SACHS SERIES 1998-GLII GOLDMAN SACHS SERIES 1999-C1 GOLDMAN SACHS SERIES 2001-1285 GOLDMAN SACHS SERIES 2001-GL3 GOLDMAN SACHS SERIES 2001-ROCK GOLDMAN SACHS SERIES 2002-GSFL V GOLDMAN SACHS SERIES 2003-C1 GOLDMAN SACHS SERIES 2005-GG4 GOLDMAN SACHS SERIES 2005-GSFL VII HEALTHFUND 1999-1 HUD IPS 2005-1 JP MORGAN CHASE SERIES 2001-A JP MORGAN CHASE SERIES 2001-CIBC1 JP MORGAN CHASE SERIES 2002-C3 JP MORGAN CHASE SERIES 2004-C1 JP MORGAN CHASE SERIES 2004-C2 JP MORGAN CHASE SERIES 2004-CIBC10 JP MORGAN CHASE SERIES 2004-CIBC8 JP MORGAN CHASE SERIES 2004-CIBC9 JP MORGAN CHASE SERIES 2004-LN2 JP MORGAN CHASE SERIES 2005-CIBC11 JP MORGAN CHASE SERIES 2005-CIBC12 JP MORGAN CHASE SERIES 2005-LDP3 JP MORGAN CHASE SERIES 2005-LDP4 JP MORGAN CHASE SERIES 2005-LDP5 LEHMAN BROTHERS SERIES 1992-2 LEHMAN BROTHERS SERIES 1992-1 LEHMAN BROTHERS SERIES 1995-C2 LEHMAN BROTHERS SERIES 1996-C2 LEHMAN BROTHERS SERIES 1998-C1 LIBRARY TOWER 1998-1 LK94C2
[PAGE]
LONG LANE MASTER TRUST IV LTC SERIES 1998-1 MCF 1996-MC2 (NATIONS) MCF SERIES 1996-MC1 MCF SERIES 1998-MC1 MCF SERIES 1998-MC3 MERRILL LYNCH SERIES 1995-C3 MERRILL LYNCH SERIES 1996-C1 MERRILL LYNCH SERIES 1997-C1 MERRILL LYNCH SERIES 1998-C1-CTL MERRILL LYNCH SERIES 1999 C2 MERRILL LYNCH SERIES 2000 CANADA 3 MERRILL LYNCH SERIES 2000-C4 MERRILL LYNCH SERIES 2001-C5 MERRILL LYNCH SERIES 2002-BC2P MERRILL LYNCH SERIES 2002-C7 MERRILL LYNCH SERIES 2002-C8 MERRILL LYNCH SERIES 2003 C-11 MERRILL LYNCH SERIES 2003-C10 MERRILL LYNCH SERIES 2003-C9 MERRILL LYNCH SERIES SERIES 2000-BELL MOBILITY MERRILL LYNCH SERIES 2005-LC1 MORGAN STANLEY SERIES 1996-C1 MORGAN STANLEY SERIES 1997-C1 MORGAN STANLEY SERIES 1997-XL1 MORGAN STANLEY SERIES 1998-CF1 MORGAN STANLEY SERIES 1998-HF1 MORGAN STANLEY SERIES 1998-HF2 MORGAN STANLEY SERIES 1999-RM1 MSDW SERIES 1997-HF1 MSDW SERIES 1999-FNV1 MSDW SERIES 2001-IQ MSDW SERIES 2001-PPM MSDW SERIES 2002-HQ MSDW SERIES 2002-IQ3 MSDW SERIES 2002-WM MSDW SERIES 2003-IQ4 MSDW SERIES 2003-IQ5 MSDW SERIES 2003-IQ5 - B&B NOTES MSDW SERIES 2005- IQ-10 NATIONS LINK SERIES 1996-1 NEW ENGLAN MUTUAL NOMURA SERIES 1993 1 (HM9301) NOMURA SERIES 1995 MD IV NOMURA SERIES 1996 MD V NOMURA SERIES 1996 MD VI NOMURA SERIES 1998-D6 OREGON SERIES 1995-1 PAINE WEBBER 1996-13 PRUDENTIAL SECURITIES CREDIT REAL - T SERIES 2004-1
[PAGE]
SALOMON BROTHERS SERIES 1999-C1 SALOMON BROTHERS SERIES 2000-C1 SASCO SERIES 1997-LL1 SDG MACERICH (CMO) SL COMMERCIAL 1997 C1 SOLAR TRUST SERIES 2001-1 SOLAR TRUST SERIES 2002-1 SOLAR TRUST SERIES 2003-CC1 U-HAUL SERIES 1993-1 USGI 1992-1
[PAGE]
Exhibit III
GMAC COMMERCIAL MORTGAGE CORPORATION MINIMUM MASTER SERVICING POLICY
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date, but in any event in accordance with the applicable servicing agreements;
* be reviewed and approved by someone other than the person who prepared the reconciliation; and
* evidence explanations for reconciling items which shall be resolved within ninety (90) calendar days of identification.
2. Funds of the servicing entity shall be advanced as specified in the applicable servicing agreements in cases where there is potential for an overdraft in an investor's account or a request letter has been received from a subservicer for a servicing advance stipulated by the subservicing agreement.
3. All cash for each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor or in an investment account in accordance with the applicable servicing agreement requirements.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt from the subservicer.
2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt from the subservicer.
III. DISBURSEMENTS
1. Remittances made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel.
2. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements.
[PAGE]
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports shall be sent in a timely manner listing loan level detail of payments and balances, and all other data required by the servicing agreements.
V. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity in the amount of coverage represented to investors in management's assertion.
VI. MONITORING OF SUBSERVICER COMPLIANCE
1. Within 120 days of a subservicer's year-end, the subservicer's management assertions about compliance with minimum servicing standards, which were derived form the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, and the Independent Auditors Report on management's assertions shall be reviewed, and if material exceptions are found, appropriate corrective action will be taken.
2. An annual certification from each subservicer stating that the subservicer is in compliance with its subservicer agreement shall be obtained by April 30th for the previous calendar year.
EX-99.1 (b) (logo) ERNST & YOUNG
* Ernst & Young LLP Suite 3900 200 South Biscayne Boulevard Miami, Florida 33131-5313
* Phone: (305) 358-4111 www.ey.com
Report of Independent Certified Public Accountants
To LNR Partners, Inc.
We have examined management's assertion, included herein, that LNR Partners, Inc. (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 2005. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified requirements.
In our opinion, management's assertion that the Company complied with the aforementioned requirements during the year ended December 31, 2005 is fairly stated, in all material respects.
/s/ Ernst + Young LLP
March 3, 2006
A Member Practice of Ernst & Young Global
[PAGE]
Mortgage Bankers Association of America
Uniform Single Attestation Program for Mortgage Bankers
Minimum Servicing Standards Applicable to LNR Partners, Inc. as Special Servicer for
GSMS 2005-GG4
EX-99.2 (a) Exhibit I
Management's Assertion Concerning Compliance With Minimum Master Servicing Standards
February 27, 2006
As of and for the year ended December 31, 2005, for the master servicing transactions included in Exhibit II, GMAC Commercial Mortgage Corporation has complied, in all material respects, with the applicable minimum master servicing standards set forth in the company's Master Servicing Policy (attached in Exhibit (III), which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except with respect to the requirement that reconciling items shall be resolved within ninety (90) calendar days of identification, for which the company was not in compliance.
As of December 31, 2005, the company was covered by various General Motors Corporation insurance policies providing $350 million of Fidelity bond insurance and $100 million of errors and omissions insurance.
/s/ Robert D. Feller Robert D. Feller Chief Executive Officer
/s/ Michael I. Lipson Michael I. Lipson Executive Vice President, Global Servicing
/s/ Wayne D. Hoch Wayne D. Hoch Executive Vice President and Chief Financial Officer
[PAGE]
Exhibit II
GMAC COMMERCIAL MORTGAGE CORPORATION TRANSACTIONS ASSOCIATED WITH MASTER SERVICING RESPONSIBILITIES
ACMF I SERIES 1997-Cl AETNA SERIES 1995-C5 AMERICAN SOUTHWEST SERIES 1993-2 ASC SERIES 1996-D3 ASC SERIES 1997-D4 ATHERTON 1997-1 ATHERTON 1998-A ATHERTON 1999-A ATHERTON WAREHOUSE -AW9601 ATHERTON-PW WAREHOUSE BACM 2001-Cl BANK OF AMERICA 2002-X1 BKB SERIES 1997-Cl (LB) CALSTERS 2002 C6 CALWEST 2003-CALW CAPCO SERIES 1998-D7 CCMSC 2001-245 PRK AVE CDC 2002-FX1 CDO SERIES 2004-1 CG SERIES 2005-EMG CGMT SERIES 2004-FL1 CHASE SERIES 1996-1 CHASE SERIES 1996-2 CHASE SERIES 1997-1 CHASE SERIES 1997-2 CHASE SERIES 1998-2 CHASE SERIES 2000-FL I CHASE-FIRST UNION 1999-1 CITICORP LEASE TRUST 1999-1 COLUMN SERIES 2002 CCL1 COMM 2001-J2 COMM 2003-LNB1 COMM 2005-FL11 COMM SERIES 2001-FL5 COMM SERIES 2004-LNB2 COMM SERIES 2004-LNB4 COMM SERIES 2005-C6 CREST GSTAR 2001-1 CSFB SERIES 1995-M1 CSFB SERIES 1997-PS1 CSFB SERIES 1998-PS2 CSFB SERIES 1999-PS3 CSFB SERIES 2000-C1 CSFB SERIES 2000-PS4 CSFB SERIES 2001-CF2
[PAGE]
CSFB SERIES 2001-SPG1 CSFB SERIES 2005-C1 CSFB SERIES 2005-c5 DAIWA 1993-1 DLJ SERIES 1996-CF1 DLJ SERIES 1997-CF1 EDI EDII EMAC 1998 EMAC 1999 EMAC 2000 FMAC 1991-A FMAC 1993-B FMAC 1994-A FMAC 1995-B FMAC 1996-B FMAC 1997-A FMAC 1997-B FMAC 1997-C FMAC 1998-A FMAC 1998-B FMAC 1998-C FMAC 1998-D FMAC 2000-A FMHA FNMA SERIES 1998-M1 FOREST CITY 1994-1 FREEHOLD RACEWAY G3 STRATEGIC INV 2002-WL1 GCCF SERIES 2005-GG3 GFCM 2003-1 GGP MALL PROP TR-SERIES 2001-GGP1 GMACCM SERIES 1996-C1 GMACCM SERIES 1997-C1 GMACCM SERIES 1997-C2 GMACCM SERIES 1998-C1 GMACCM SERIES 1998-C2 GMACCM SERIES 1999-C1 GMACCM SERIES 1999-C2 GMACCM SERIES 1999-C3 GMACCM SERIES 1999-CTL1 GMACCM SERIES 2000-C1 GMACCM SERIES 2000-C2 GMACCM SERIES 2000-C3 GMACCM SERIES 2000-FL1 GMACCM SERIES 2000-FL-F GMACCM SERIES 2001-A GMACCM SERIES 2001-C1 GMACCM SERIES 2001-C2 GMACCM SERIES 2001-FL1 GMACCM SERIES 2002-C1
[PAGE]
GMACCM SERIES 2002-C2 GMACCM SERIES 2002-C3 GMACCM SERIES 2002-FL1 GMACCM SERIES 2003 SENIORS GMACCM SERIES 2003-C1 GMACCM SERIES 2003-C2 GMACCM SERIES 2003-C3 GMACCM SERIES 2003-FL1 GMACCM SERIES 2003-FLA GMACCM SERIES 2003-FL-SNF GMACCM SERIES 2004-C1 GMACCM SERIES 2004-C2 GMACCM SERIES 2004-C3 GMACCM SERIES 2005-C1 G-MAX 2002-FLA GMAX 2002-FX-1 GOLDMAN SACHS SERIES 1997-GLI GOLDMAN SACHS SERIES 1998-C1 GOLDMAN SACHS SERIES 1998-GLII GOLDMAN SACHS SERIES 1999-C1 GOLDMAN SACHS SERIES 2001-1285 GOLDMAN SACHS SERIES 2001-GL3 GOLDMAN SACHS SERIES 2001-ROCK GOLDMAN SACHS SERIES 2002-GSFL V GOLDMAN SACHS SERIES 2003-C1 GOLDMAN SACHS SERIES 2005-GG4 GOLDMAN SACHS SERIES 2005-GSFL VII HEALTHFUND 1999-1 HUD IPS 2005-1 JP MORGAN CHASE SERIES 2001-A JP MORGAN CHASE SERIES 2001-CIBC1 JP MORGAN CHASE SERIES 2002-C3 JP MORGAN CHASE SERIES 2004-C1 JP MORGAN CHASE SERIES 2004-C2 JP MORGAN CHASE SERIES 2004-CIBC10 JP MORGAN CHASE SERIES 2004-CIBC8 JP MORGAN CHASE SERIES 2004-CIBC9 JP MORGAN CHASE SERIES 2004-LN2 JP MORGAN CHASE SERIES 2005-CIBC11 JP MORGAN CHASE SERIES 2005-CIBC12 JP MORGAN CHASE SERIES 2005-LDP3 JP MORGAN CHASE SERIES 2005-LDP4 JP MORGAN CHASE SERIES 2005-LDP5 LEHMAN BROTHERS SERIES 1992-2 LEHMAN BROTHERS SERIES 1992-1 LEHMAN BROTHERS SERIES 1995-C2 LEHMAN BROTHERS SERIES 1996-C2 LEHMAN BROTHERS SERIES 1998-C1 LIBRARY TOWER 1998-1 LK94C2
[PAGE]
LONG LANE MASTER TRUST IV LTC SERIES 1998-1 MCF 1996-MC2 (NATIONS) MCF SERIES 1996-MC1 MCF SERIES 1998-MC1 MCF SERIES 1998-MC3 MERRILL LYNCH SERIES 1995-C3 MERRILL LYNCH SERIES 1996-C1 MERRILL LYNCH SERIES 1997-C1 MERRILL LYNCH SERIES 1998-C1-CTL MERRILL LYNCH SERIES 1999 C2 MERRILL LYNCH SERIES 2000 CANADA 3 MERRILL LYNCH SERIES 2000-C4 MERRILL LYNCH SERIES 2001-C5 MERRILL LYNCH SERIES 2002-BC2P MERRILL LYNCH SERIES 2002-C7 MERRILL LYNCH SERIES 2002-C8 MERRILL LYNCH SERIES 2003 C-11 MERRILL LYNCH SERIES 2003-C10 MERRILL LYNCH SERIES 2003-C9 MERRILL LYNCH SERIES SERIES 2000-BELL MOBILITY MERRILL LYNCH SERIES 2005-LC1 MORGAN STANLEY SERIES 1996-C1 MORGAN STANLEY SERIES 1997-C1 MORGAN STANLEY SERIES 1997-XL1 MORGAN STANLEY SERIES 1998-CF1 MORGAN STANLEY SERIES 1998-HF1 MORGAN STANLEY SERIES 1998-HF2 MORGAN STANLEY SERIES 1999-RM1 MSDW SERIES 1997-HF1 MSDW SERIES 1999-FNV1 MSDW SERIES 2001-IQ MSDW SERIES 2001-PPM MSDW SERIES 2002-HQ MSDW SERIES 2002-IQ3 MSDW SERIES 2002-WM MSDW SERIES 2003-IQ4 MSDW SERIES 2003-IQ5 MSDW SERIES 2003-IQ5 - B&B NOTES MSDW SERIES 2005- IQ-10 NATIONS LINK SERIES 1996-1 NEW ENGLAN MUTUAL NOMURA SERIES 1993 1 (HM9301) NOMURA SERIES 1995 MD IV NOMURA SERIES 1996 MD V NOMURA SERIES 1996 MD VI NOMURA SERIES 1998-D6 OREGON SERIES 1995-1 PAINE WEBBER 1996-13 PRUDENTIAL SECURITIES CREDIT REAL - T SERIES 2004-1
[PAGE]
SALOMON BROTHERS SERIES 1999-C1 SALOMON BROTHERS SERIES 2000-C1 SASCO SERIES 1997-LL1 SDG MACERICH (CMO) SL COMMERCIAL 1997 C1 SOLAR TRUST SERIES 2001-1 SOLAR TRUST SERIES 2002-1 SOLAR TRUST SERIES 2003-CC1 U-HAUL SERIES 1993-1 USGI 1992-1
[PAGE]
Exhibit III
GMAC COMMERCIAL MORTGAGE CORPORATION MINIMUM MASTER SERVICING POLICY
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date, but in any event in accordance with the applicable servicing agreements;
* be reviewed and approved by someone other than the person who prepared the reconciliation; and
* evidence explanations for reconciling items which shall be resolved within ninety (90) calendar days of identification.
2. Funds of the servicing entity shall be advanced as specified in the applicable servicing agreements in cases where there is potential for an overdraft in an investor's account or a request letter has been received from a subservicer for a servicing advance stipulated by the subservicing agreement.
3. All cash for each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor or in an investment account in accordance with the applicable servicing agreement requirements.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt from the subservicer.
2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt from the subservicer.
III. DISBURSEMENTS
1. Remittances made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel.
2. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements.
[PAGE]
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports shall be sent in a timely manner listing loan level detail of payments and balances, and all other data required by the servicing agreements.
V. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity in the amount of coverage represented to investors in management's assertion.
VI. MONITORING OF SUBSERVICER COMPLIANCE
1. Within 120 days of a subservicer's year-end, the subservicer's management assertions about compliance with minimum servicing standards, which were derived form the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, and the Independent Auditors Report on management's assertions shall be reviewed, and if material exceptions are found, appropriate corrective action will be taken.
2. An annual certification from each subservicer stating that the subservicer is in compliance with its subservicer agreement shall be obtained by April 30th for the previous calendar year.
EX-99.2 (b) (logo) LNR Partners, Inc.
March 13, 2006
Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 Attention: Corporate Trust Department GSMSC 2005-GG4
Re: Annual Independent Public Accountant's Servicing Report Pooling and Servicing Agreement GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2005-GG4
To Whom It May Concern:
As of and for the year ended December 31, 2005, LNR Partners, Inc. has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers applicable to the commercial and multifamily mortgages for the Special Servicer as noted in the attachment to this assertion. As of and for this same period, LNR Partners, Inc. had in effect a fidelity bond in the amount of $10,000,000 and an errors and omissions policy in the amount of $10,000,000.
Sincerely,
LNR PARTNERS, INC.
/s/ Susan K. Chapman Susan K. Chapman Vice President
cc: GMAC Commercial Mortgage Corp. 550 California Street San Francisco, CA 94104 Henry Bieber
1601 Washington Avenue * Suite 700 * Miami Beach, Florida 33139 Telephone: (305) 695-5600 * Fax: (305) 695-5601
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GSMS 2005-GG4 March 13, 2006
Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Emily Brooks
Moody's Investor's Service, Inc. 99 Church Street New York, NY 10007 Commercial Mortgage Surveillance Group
Standard & Poor's Rating Services, Inc. 55 Water Street New York, NY 10004 CMBS Surveillance Department
Fitch, Inc. One State Street Plaza, 31st Floor New York, NY 10004 Commercial Mortgage-Backed Surveillance
Greenwich Capital Markets, Inc. 600 Steamboat Road Greenwich, CT 06830 Perry Gershon
Credit Suisse First Boston, LLC 11 Madison Avenue New York, NY 10010 Jeffrey Altabef
Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Richard Ruffer
Morgan Stanley & Co. 1585 Broadway New York, NY 10036 Anthony J. Sfarra
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GSMS 2005-GG4 March 13, 2006
Wachovia Capital Markets, LLC 301 S. College Street Charlotte, NC 28288 Roger Culp
EX-99.3 (a) logo) GMAC Commercial Mortgage
Annual Statement as to Compliance For the Year Ended December 31, 2005
GSMC II Series 2005-GG4
Pursuant to Section 3.14 of the Pooling and Servicing Agreement governing the referenced transaction, I hereby attest that:
i. A review of the activities of GMAC Commercial Mortgage Corporation as Master Servicer during the period, and of its performance under this Pooling and Servicing Agreement, has been made under my supervision.
ii. To the best of my knowledge, based on such review, GMAC Commercial Mortgage Corporation as Master Servicer has fulfilled in all material respects its obligations under this Pooling and Servicing Agreement throughout the period.
iii. To the best of my knowledge, each Subservicer has fulfilled its obligation under its subservicing agreement in all material respects throughout the period.
iv. GMAC Commercial Mortgage Corporation, as Master Servicer, has received no notice regarding qualifications, or challenging the status, of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC from the Internal Revenue Service or any other governmental agency or body.
GMAC COMMERCIAL MORTGAGE CORPORATION
/s/ Mark E. McCool By: Mark E. McCool Title: Senior Vice President Date: March 29, 2006
..957 A
200 Witmer Road * P.O. Box 1015 * Horsham, PA 19044-8015
EX-99.3 (b) CERTIFICATE OF OFFICER OF LNR PARTNERS, INC.
Pooling and Servicing Agreement dated as of June 1, 2005 (the "Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor GMAC Commercial Mortgage Corporation, as Master Servicer, Wells Fargo Bank, N.A., as Trustee and LNR Partners Inc., as Special Servicer (GSMS 2005-GG4)
The undersigned, Susan K. Chapman, as Vice President of LNR Partners, Inc., a Florida Corporation (the "Company"), in accordance with Section 3.14 of the Agreement, does hereby certify on behalf of the Company that (i) a review of the activities of the Company during the year ended December 31, 2005 and of the Company's performance under the Agreement has been made under my supervision, (ii) to the best of my knowledge, based on such review, the Company has fulfilled all of its obligations under the Agreement throughout such period ended December 31, 2005, (iii) the Company has not appointed any Sub-Servicer or engaged in any Sub-Servicing agreements pursuant to which Sub-Servicers have any obligations to fulfill, (iv) the Company has maintained an effective internal control system over the servicing of the servicing of the mortgage loans, and (v) the Company has received no notice regarding qualification, or challenging the status, of any portion of the Trust Fund as a REMIC from the Internal Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the 1st day of March, 2006.
/s/ Susan K. Chapman Susan K. Chapman Vice President LNR Partners, Inc.
Ex-99.4
Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders