SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: July 22, 1997
- ------------------------------
(Date of earliest event reported)
GS Mortgage Securities Corporation II
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-99774-02 22-3442024
- --------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation
85 Broad Street, New York, N.Y. 10004
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 902-1000
<PAGE>
Item 5. Other Events.
Attached as Exhibit 1 to this Current Report are certain materials (the
"Structural Term Sheets") furnished to the Registrant by Goldman, Sachs & Co.
(the "Underwriter"), the underwriter in respect of the Registrant's proposed
offering of Commercial Mortgage Pass-Through Certificates, Series 1997-GL I (the
"Certificates"). The Certificates will be offered pursuant to a Prospectus and
related Prospectus Supplement (together, the "Prospectus"), which will be filed
with the Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "Act"). The Certificates will be registered pursuant to the Act
under the Registrant's Registration Statement on Form S-3 (No. 333-27083) (the
"Registration Statement"). The Registrant hereby incorporates the Structural
Term Sheets by reference in the Registration Statement.
The Structural Term Sheets were prepared solely by the Underwriter, and the
Registrant did not prepare or participate in the preparation of the Structural
Term Sheets.
Any statement or information contained in the Structural Term Sheets shall
be modified and superseded for purposes of the Prospectus and the Registration
Statement by statements or information contained in the Prospectus.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item 601(a) of Regulation
S-K Exhibit No. Description
- --------------- -----------
99 Structural Term Sheets
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
GS MORTGAGE SECURITIES CORPORATION II
By: /s/ Marvin Kabatznick
---------------------
Name: Marvin Kabatznick
Title: Chief Executive Officer
Date: July 24, 1997
<PAGE>
Exhibit Index
Item 601(a) of
Regulation S-K
Exhibit No. Description Page
- ----------- ----------- ----
99 Structural Term Sheets 5
[GRAPHIC OMITTED]
GRANDE LOAN tm/smI: PRELIMINARY STRUCTURAL TERM SHEET
$942,890,000 (Approximate)
GS Mortgage Securities Corporation II
Commercial Mortgage Pass-Through Certificates
Series 1997-GL I
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). This material may be filed with the
Securities and Exchange Commission (the "SEC") and incorporated by reference
into an effective registration statement previously filed with the SEC under
Rule 415 of the Securities Act of 1933, including in cases where the material
does not pertain to securities that are ultimately offered for sale pursuant to
such registration statement. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
Preliminary Overview of the
Certificates:
Anticipated
Cut-Off Ratings:
Date Moody's/ Avg. Mod. Anticipated
Balance Duff & Life Dur. Principal Credit
Class (1) ($000's) Phelps/Fitch (yrs)(2) (yrs)(2) Window(2) Support
- -------------------------------------------------------------------------------
Publicly Offered Securities:
A-1 $ 50,000 Aaa/AAA/AAA 6.92 5.51 7/04 31.0%
A-2A 131,100 Aaa/AAA/AAA 3.19 2.75 9/97-12/03 31.0
A-2B 240,900 Aaa/AAA/AAA 6.33 5.00 12/03 31.0
A-2C 30,000 Aaa/AAA/AAA 8.08 6.00 12/03-4/07 31.0
A-2D 222,190 Aaa/AAA/AAA 9.67 6.85 4/07 31.0
B 78,160 Aa2/AA/AA 9.71 6.85 4/07-5/07 23.0
C 14,660 Aa3/AA-/AA- 9.87 6.92 5/07-7/07 21.5
D 53,760 A2/A/A- 9.92 6.93 7/07 16.0
E 14,650 A3/A-/A- 9.92 6.90 7/07 14.5
F 48,860 Baa2/BBB/BBB 9.92 6.89 7/07 9.5
G 58,620 NR/NR/BBB- 15.41 8.81 7/07-7/14 3.5
Privately Offered Securities:
H $34,209 NR/NR/NB
X-1A (49,995) Aaa/AAA/AAA
X-1B (49,995) Aaa/AAA/AAA
X-2A (892,890 Aaa/AAA/AAA
- ---------------------------------------------------------------
(1) Other Privately Offered Certificates are not represented in this table.
(2) Assuming payment in full based on 0 CPR at the earlier of ARD or Maturity
Date. See Scenario 1 in the Offering Cirucular.
- - All loans (except the AAPT Floating Rate Component) locked out with U.S.
Treasury defeasance thereafter
- - Property appraisals to be included with the preliminary offering circular
on CD-ROM
- - Monthly ongoing property-level financial reporting for 7 of the loans
Key Features:
Mortgage Loan Seller: GS Mortgage Securities Corporation II
Underwriter: Goldman, Sachs & Co.
Master Servicer: GMAC Commercial Mortgage Corporation ("GMACCM")
Special Servicer: GMACCM: All loans except Century
Plaza Towers and
Whitehall Pool
AMRESCO Management: Century
Plaza Towers,
Whitehall Pool
Trustee: LaSalle National Bank
Fiscal Agent: ABN AMRO Bank N.V.
Expected Pricing: On or about August 7, 1997
Expected Settlement: On or about August 13, 1997
Cut-Off Date August 11, 1997
First Payment Date: September 15, 1997
Distribution Date: The second Business Day following the 11th day of
each month
Interest Accrual Period: Class A-1: Prior Distribution Date to the day
preceding the current Distribution Date. All other
Classes: Prior calendar month
Day Count: Class A-1: Actual/360, all other classes: 30/360
Rated Final Distribution July 11, 2030
Date:
Clean Up Call: 1% of the Cut-Off date principal balance
ERISA Eligible: The Underwriter believes that the conditions to
the applicability of the Underwriter's exemption
will generally be met with respect to the Classes
A-1, A-2A, A-2B, A-2C, A-2D Certificates
Structure: Sequential Pay
Tax Treatment: REMIC
Rating Agencies: Moody's, Duff & Phelps, Fitch
Servicer Advancing: Yes
Minimum Denomination: $10,000
Delivery: DTC/CEDEL/Euroclear
<PAGE>
[GRAPHIC OMITTED]
$942,890,000 (Approximate)
GS Mortgage Securities Corporation II
Commercial Mortgage Pass-Through Certificates
Series 1997-GL I
Selected Loan Data:
Cut-off Date Balance:
(as of August 11, 1997) $977,099,000
Number of Mortgage Loans: 8
Number of Properties: 96
Weighted Average Coupon: 7.89%
Weighted Average DSCR: 1.70x
Weighted Average Cut-Off Date LTV: 55.1%
Weighted Average LTV at ARD (1) (2): 47.8%
Weighted Average Remaining Term to ARD : 106 months
Weighted Average Seasoning : 5 months
(1) For the Whitehall Pool Loan and the 380 Madison Loan, the Maturity Date is
used as the Anticipated Repayment Date.
(2) "ARD" is the Anticipated Repayment Date.
Overview of the Loans
<TABLE>
<CAPTION>
Cut-Off Date Principal Balance
------------------------------
Number
Loan Name of Property % by
Properties Type ($000's) Balance LTV
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cadillac Fairview Pool 8 Retail $258,460 26.5 62%
Century Plaza Towers 1 Office 229,369 23.5 50
AAPT (1) 48 Office, Ind 125,149 12.8 52
380 Madison 1 Office 89,000 9.1 45
CAP Pool (2) 25 Office, Ind 87,946 9.0 61
Whitehall Pool 11 Retail, 72,228 7.4 44
Office, Ind
Ritz Plaza 1 Multifamily 62,365 6.4 67
Montehiedra 1 Retail 52,580 5.4 57
-- -------- ------ ---
Total 96 $977,099(3)100%(1) 55%
</TABLE>
- ----------
(1) "AAPT" is the Atlantic American Properties Trust Pool Loan.
(2) "CAP" is the Commonwealth Atlantic Properties Pool.
(3) Balances may not sum to total due to rounding.
Geographic Diversification
Cut-Off Date Principal Balance
-------------------------------------------
Geographic Number of % by
Distribution Properties ($000's) Balance DSCR LTV
- ----------------- ---------- -------- ------- ----- ---
California 8 $271,054 27.7% 1.75x 48.9%
New York 4 227,576 23.3 1.72 58.4
Virginia 26 106,420 10.9 1.74 59.9
Pennsylvania 35 79,426 8.1 1.64 54.4
Puerto Rico 1 52,580 5.4 1.69 57.2
Louisiana 1 51,096 5.2 1.53 63.9
Mississippi 1 50,698 5.2 1.66 59.6
Delaware 2 35,290 3.6 1.60 59.3
Georgia 2 30,816 3.2 1.72 60.0
Other 16 72,143 7.4 1.69 54.1
--- ------- ---- ---- ----
Total 96 $977,099 100.0% 1.70x 55.1%
Diversification by Property Type
Cut-Off Date Principal Balance
------------------------------------
Number
of % by
Property Type Properties ($000's) Balance DSCR LTV
Office 66 $556,712 57.0% 1.81 51.4%
x
Retail 11 324,229 33.2 1.59 61.3
Multi-Family 1 62,365 6.4 1.34 67.4
Industrial 16 32,512 3.3 1.74 51.7
Land 2 1,279 0.1 (3.03) 14.6
-------- -------- ------ ---------- ----
Total 96 $977,099(1) 100.0% 1.70(x) 55.1%
- ------------
(1) Balances may not sum to total due to rounding.
<PAGE>
Overview of Certificates
Approximate Securities Structure
--------------------------------
<TABLE>
<CAPTION>
Anticipated Ratings: Anticipated
Cut-Off Date Moody's/ Bond Avg. Principal Credit
Class (1) Balance Duff & Phelps/Fitch % of Total Type Life (yrs)(2) Window (2) Support
- ----------------- ---------------- ------------------------ ----------- ---------------- -------------- ------------- -------------
Publicly Offered Securities:
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 $ 50,000,000 Aaa/AAA/AAA 5.1 % LIBOR 6.92 7/04 31.0 %
A-2A 131,100,000 Aaa/AAA/AAA 13.4 Fixed 3.19 9/97-12/03 31.0
A-2B 240,900,000 Aaa/AAA/AAA 24.7 Fixed 6.33 12/03 31.0
A-2C 30,000,000 Aaa/AAA/AAA 3.1 Fixed 8.08 12/03-4/07 31.0
A-2D 222,190,000 Aaa/AAA/AAA 22.7 Fixed 9.67 4/07 31.0
B 78,160,000 Aa2/AA/AA 8.0 Adjusted WAC 9.71 4/07-5/07 23.0
C 14,660,000 Aa3/AA-/AA- 1.5 Adjusted WAC 9.87 5/07-7/07 21.5
D 53,750,000 A2/A/A- 5.5 Adjusted WAC 9.92 7/07 16.0
E 14,650,000 A3/A-/A- 1.5 Adjusted WAC 9.92 7/07 14.5
F 48,860,000 Baa2/BBB/BBB 5.0 Adjusted WAC 9.92 7/07 9.5
G 58,620,000 NR/NR/BBB- 6.0 Adjusted WAC 15.41 7/07-7/14 3.5
Privately Offered Securities:
H $34,208,999 NR/NR/BB 3.5 % Adjusted WAC
X-1A (49,995,000) NR/NR/AAA IO
X-1B (49,995,000) NR/NR/AAA IO
X-2A (892,890,000) NR/NR/AAA IO
</TABLE>
- ----------------
(1) Other Privately Offered Certificates are not represented in this table.
(2) Assuming payment in full based on 0 CPR at the earlier of ARD or Maturity
Date. See Scenario 1 in the Offering Circular.
[GRAPHIC OMITTED]
Note: This chart intends to reflect the size of each Class and the approximate
Certificate coupon under the Scenario I base case.
<PAGE>
Structural Overview
Principal Cash Flow Timeline for Group 2 Certificates (1)
[GRAPHIC OMITTED]
(1) Assuming payment in full at the earlier of ARD or Maturity Date, based on 0
CPR. See Scenario 1 in the Offering Cirucular.
Note: Time 0 is assumed to be September 13, 1997.
Final Principal Payment Date for Group 2 Certificates (2)
[GRAPHIC OMITTED]
Note: Time 0 is assumed to be September 13, 1997.
(1) For the Whitehall Pool Loan and the 380 Madison Loan, the Maturity Date is
used as the Anticipated Repayment Date.
(2) Assuming payment in full at the earlier of ARD or Maturity Date based on 0
CPR. See Scenario 1 in the Offering Cirucular.
<PAGE>
Structural Overview (continued)
- - The Mortgage Pool will consist of two Loan Groups:
- Loan Group 1: Floating rate components of AAPT Pool Loan
- Loan Group 2: Fixed rate component of AAPT Pool Loan and all other
Mortgage Loans
- - Loan Group 1 will be allocated in the following payment priorities: Class
A-1, A-2A, A-2B, A-2C, A-2D, B, C, D, E, F, G and H
Loan Group 2 will be allocated in the following payment priorities: Class
A-1 to the extent of undercollateralization; then Class A-2A, A-2B, A-2C,
A-2D, A1, B, C, D, E, F, G, and H
- - The Class A-1 Coupon will equal 1-month LIBOR+ [ ] through the Distribution
Date in July 2004 and thereafter the lesser of 1-month LIBOR+70 bps and the
Group 1 WAC Rate or if Loan Group 1 is no longer outstanding, 10%
- - Class A-1 will pay interest on an Actual/360 basis. All other Classes will
pay interest on a 30/360 basis
- - All fixed components are locked out from prepayment until a minimum of 2
years from the closing of the securitization. After the lockout period,
each fixed component is prepayable based on full U.S. Treasury defeasance
of anticipated loan cash flows
Call Protection Time Line
[GRAPHIC OMITTED]
Note: Time 0 is assumed to be the expected closing date, August 13, 1997.
<PAGE>
Overview of the Loans
<TABLE>
<CAPTION>
Cut-Off Cut-
Date Number Under- Off Lock-
Balance Property of Written Interest Amort Date ARD ARD out Maturity
Property ($000's) Type Properties NCF (000's) Rate (yrs) DSCR(1) LTV Balance LTV(1) Term(2) ARD (3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cadillac Fairview $258,460 Retail 8 $ 35,874 7.935% 30 1.56x 63% $240,480 58% 2 yrs 12/11/03
Pool
Century Plaza 229,369 Office 1 35,719 8.039 30 1.76 50 201,899 44 2 yrs 4/09/07
Towers
AAPT Pool 125,149 Office, Ind 48 18,692 (4) (6) (5) 1.74(6) 52 59,239(7) 25 (8) (9)
380 Madison 89,000 Office 1 16,000 7.848 (10) 2.26 45 74,673 38 2 yrs 7/11/14
CAP Pool 87,946 Office, Ind 25 11,868 7.480 30 1.59 61 76,589 53 (7) 7/01/07
Whitehall Pool 72,228 Retail, 11 12,617 8.680 25 1.74 44 69,173 42 N.A. 9/10/00
Office, Ind
Ritz Plaza 62,365 Multifamily 1 7,573 8.135 30 1.34 67 55,203 60 2 yrs 4/11/07
Montehiedra 52,580 Retail 1 8,091 8.230 30 1.69 57 45,536 51 2 yrs 5/11/07
----------- ----- ---------- ------- -- ---- -- -------- --
Total/Weighted $977,099 (11) 96 $142,967 7.889% 1.70x 55% $822,792 48%
Avg.
</TABLE>
(1) Based on Underwritten Net Cash Flow.
(2) Lockout is from the date of the securitization.
(3) For the Whitehall Loan and the 380 Madison Loan, the Maturity Date is used
as the Anticipated Payment Date.
(4) $75,149,361 fixed at 7.48%; $30,000,000 floating at LIBOR + 93 bps,
$20,000,000 floating at LIBOR + 76 bps.
(5) $4,117,801 fully amortizing over a 53 month term; $71,100,000 amortizing
over a 305 month term for the first 84 months thereafter a 276 month
schedule for the next 36 months; $50,000,000 interest only for the first 84
months.
(6) For the AAPT Pool floating pieces, the actual current coupons are assumed.
(7) For the AAPT Pool Loan, the balance is shown as of July 11, 2007, the ARD
for the fixed component.
(8) Locked out until July 11, 2000; does not apply to AAPT floating component.
(9) $71,031,559: 7/11/07; $50,000,000: 7/11/04.
(10) First five years, interest only; 30 year amortization thereafter.
(11) Balances may not sum to total due to rounding.
Credit-Enhancing Loan Features
<TABLE>
<CAPTION>
Principal Removal of Reserve Lock Box/ Cross
Loan Repayment Property Manager Accounts (1) Sweep Account Structuralization Reporting
- ------------------------- ------------------- --------------------- ------------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Cadillac Fairview Pool ARD (2) Yes All (4) Hard Lockbox Yes M/Q/Y
Century Plaza Towers ARD (2) Yes All (5) Springing N.A. M/Q/Y
Lockbox
AAPT Pool ARD (2)(3) Low DSCR Reserve All Sweep Account Yes M/Q/Y
380 Madison Avenue Maturity N.A. N.A. Springing N.A. Y
Lockbox
CAP Pool ARD (2) Low DSCR Reserve All Sweep Account Yes M/Q/Y
Whitehall Pool Maturity Yes All Sweep Account Yes M/Q/Y
Ritz Plaza ARD (2) Low DSCR Reserve Cap Ex Springing N.A. M/Q/Y
Lockbox
Montehiedra Town Center ARD (2) Yes All Hard Lockbox N.A. M/Q/Y
</TABLE>
(1) Reserve accounts include both up front and ongoing reserves. "All" includes
TI/LC/DM/Cap Ex.
(2) At the Anticipated Repayment Date, if the loan has not been repaid in full,
hyperamortization commences. Specifically, the interest rate increases by
2% and all excess cash flow is used to reduce the outstanding principal
balance; the additional 2% interest is deferred until the principal balance
is zero.
(3) Only applies to the fixed-rate component of the AAPT loan.
(4) Free Rent Reserve, Tenant Inducement and Capital Renovations as well.
(5) Letter in lieu of TI/L Reserves in an initial amount of $11.5 million.
Overview of the Collateral
Geographic Diversification by
Cut-Off Date Loan Amounts
[GRAPHIC OMITTED]
Property-Type Distribution by
Cut-Off Date Loan Amounts
[GRAPHIC OMITTED]
<PAGE>
Additional Loan Information
- ---------------------------
- - Removal of the Special Servicer
-------------------------------
The Pooling Agreement provides that holders of Certificates evidencing
greater than 50% of the Percentage Interests of the most subordinate Class
of Certificates then outstanding may replace the Special Servicer provided
that each Rating Agency confirms that such replacement will not cause a
qualification, withdrawal or downgrading of the then-current ratings
assigned to any Class of Certificates.
- - Appraisal Reductions
--------------------
With respect to the first Distribution Date following the earliest of (i)
the third anniversary of the date on which an extension of the maturity
date of a Mortgage Loan becomes effective as a result of a modification of
such Mortgage Loan by the Special Servicer, which extension does not change
the amount of Monthly Payments on the Mortgage Loan, (ii) 90 days after an
uncured delinquency occurs in respect of a Mortgage Loan, (iii) 90 days
after the date on which a reduction in the amount of Monthly Payments on a
Mortgage Loan, or a change in any other material economic term of the
Mortgage Loan, becomes effective as a result of a modification of such
Mortgage Loan by the Special Servicer, (iv) 60 days after a receiver has
been appointed, (v) immediately after a borrower declares bankruptcy and
(vi) immediately after a Mortgage Loan becomes an REO Mortgage Loan each,
an "Appraisal Reduction Event"), an "Appraisal Reduction Amount" will be
calculated. The Appraisal Reduction Amount for any Distribution Date and
for any Mortgage Loan as to which any Appraisal Reduction Event has
occurred will be an amount equal to the excess of (a) the outstanding
Stated Principal Balance of such Mortgage Loan as of the last day of the
related Collection Period over (b) the excess of (i) 90% of the sum of the
appraised values of the related Mortgaged Properties as determined by
independent MAI appraisals (the costs of which shall be paid by the Master
Servicer as an Advance) over (ii) the sum of (A) to the extent not
previously advanced by the Master Servicer, the Trustee or the Fiscal
Agent, all unpaid interest on such Mortgage Loan at a per annum rate equal
to the Mortgage Rate, (B) all unreimbursed Advances and interest thereon at
the Advance Rate in respect of such Mortgage Loan and (C) all currently due
and unpaid real estate taxes and assessments and insurance premiums and all
other amounts, including, if applicable, ground rents, due and unpaid under
the Mortgage Loan (which taxes, premiums and other amounts have not been
the subject of an Advance). If no independent MAI appraisal has been
obtained within twelve months prior to the first Distribution Date on or
after an Appraisal Reduction Event has occurred, the Special Servicer will
be required to estimate the value of the related Mortgaged Properties (the
"Special Servicer's Appraisal Reduction Estimate") and such estimate will
be used for purposes of determining the Appraisal Reduction Amount. Within
60 days after the Special Servicer receives notice or is otherwise aware of
an Appraisal Reduction Event, the Special Servicer will be required to
obtain an independent MAI appraisal, the cost of which will be paid by the
Master Servicer as a Property Advance. On the first Distribution Date
occurring on or after the delivery of such independent MAI appraisal, the
Special Servicer will be required to adjust the Appraisal Reduction Amount
to take into account such appraisal (regardless of whether the independent
MAI appraisal is higher or lower than the Special Servicer's Appraisal
Reduction Estimate). Annual updates of such independent MAI appraisal will
be obtained during the continuance of an Appraisal Reduction Event and the
Appraisal Reduction Amount will be adjusted accordingly.
- - Special Servicer/Loan Modifications
-----------------------------------
The initial Special Servicer will be (i) GMACCM with respect to the
Mortgaged Loans, other than the Century Plaza Towers Loan and the Whitehall
Pool Loan, and (ii) AMRESCO Management, Inc. with respect to the Century
Plaza Towers Loan and the Whitehall Pool Loan. The Special Servicer will be
responsible for servicing loans that, in general, are in default or are in
imminent default and for administering REO properties. The Special Servicer
may modify such loans, if such modification is consistent with the terms of
the Pooling Agreement and, in the sole good faith of the Special Servicer's
judgment, such modification is in the best interests of the
Certificateholders.
