GS Mortgage Securities Trust 2012-GCJ9 - FORM 10-K - EX-33 - 33.4 PENTALPHA SURVEILLANCE, LLC, AS OPERATING ADVISOR

Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.

1122(d)(1)(i)

If any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.

1122(d)(1)(ii)

Any requirements in the transaction agreements to maintain a
backup servicer for the pool assets are maintained.

1122(d)(1)(iii)

A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the reporting
period in the amount of coverage required by and otherwise in
accordance with the terms of the transaction agreements.

1122(d)(1)(iv)

Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no
more than two business days of receipt, or such other number of
days specified in the transaction agreements.

1122(d)(2)(i)

Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.

1122(d)(2)(ii)

Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances are made, reviewed and approved as specified in the
transaction agreements.

1122(d)(2)(iii)

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PENTALPHA SURVEILLANCE

Regulation AB Reference

1122(d)(2)(iv)

Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a
foreign financial institution that meets the requirements of
§ 240.13k-1(b)(1) of this chapter.

1122(d)(2)(v)

Unissued checks are safeguarded so as to prevent unauthorized
access.

1122(d)(2)(vi)

Reconciliations are prepared on a monthly basis for all asset-
backed securities-related bank accounts, including custodial
accounts and related bank clearing accounts. These
reconciliations: (A) are mathematically accurate; (B) are prepared
within 30 calendar days after the bank statement cutoff date, or
such other number of days specified in the transaction agreements;
(C) are reviewed and approved by someone other than the person
who prepared the reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved within
90 calendar days of their original identification, or such other
number of days specified in the transaction agreements.

1122(d)(2)(vii)

Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports are prepared in accordance with time frames and
other terms set forth in the transaction agreements.

1122(d)(3)(i)(A)

PENTALPHA SURVEILLANCE

Regulation AB Reference

Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports provide information calculated in accordance with the
terms specified in the transaction agreements.

1122(d)(3)(i)(B)

Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports are filed with the Commission as required by its rules
and regulations.

1122(d)(3)(i)(C)

1122(d)(3)(i)(D)

Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.

Amounts due to investors are allocated and remitted in accordance
with time frames, distribution priority and other terms set forth in
the transaction agreements.

1122(d)(3)(ii)

1122(d)(3)(iii)

Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.

Amounts remitted to investors per the investor reports agree with
canceled checks, or other form of payment, or custodial bank
statements.

1122(d)(3)(iv)

PENTALPHA SURVEILLANCE

Regulation AB Reference

Collateral or security on pool assets is maintained as required by
the transaction agreements or related pool asset documents.

1122(d)(4)(i)

Pool assets and related documents are safeguarded as required
by the transaction agreements.

1122(d)(4)(ii)

Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.

1122(d)(4)(iii)

1122(d)(4)(iv)

Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e g., escrow) in accordance with the related pool asset documents.

1122(d)(4)(v)

The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.

1122(d)(4)(vi)

Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

PENTALPHA SURVEILLANCE

Regulation AB Reference

Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the time frames or other
requirements established by the transaction agreements.

1122(d)(4)(vii)

Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(viii)

Adjustments to interest rates or rates of return for pool assets with
variable rates are computed based on the related pool asset
documents.

1122(d)(4)(ix)

Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds were returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.

1122(d)(4)(x)

Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.

1122(d)(4)(xi)

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PENTALPHA SURVEILLANCE

Regulation AB Reference

Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

1122(d)(4)(xii)