GSC Capital Corp. Mortgage Trust 2006-2 Sample Contracts

CWALT, INC. as Depositor WILMINGTON TRUST COMPANY, as Owner Trustee and THE BANK OF NEW YORK, as Certificate Registrar and Certificate Paying Agent AMENDED AND RESTATED TRUST AGREEMENT Dated as of June 23, 2006 GSC Capital Corp. Mortgage Trust 2006-2...
Trust Agreement • July 7th, 2006 • GSC Capital Corp. Mortgage Trust 2006-2 • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated as of June 23, 2006 (as amended from time to time, this “Trust Agreement”), among CWALT, Inc., a Delaware corporation, as depositor (the “Depositor”), Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), and The Bank of New York, as certificate registrar (in such capacity, the “Certificate Registrar”) and certificate paying agent (in such capacity, the “Certificate Paying Agent”).

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CWALT, INC., Depositor GSC CAPITAL CORP. MORTGAGE TRUST 2006-2, Issuing Entity GSC CAPITAL CORP. QRS DELAWARE LOAN HOLDINGS, INC., Seller GSC CAPITAL CORP. Sponsor COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE HOME LOANS SERVICING LP, Master Servicer and...
Sale and Servicing Agreement • July 7th, 2006 • GSC Capital Corp. Mortgage Trust 2006-2 • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of June 1, 2006, by and among CWALT, INC., a Delaware corporation, as depositor (the “Depositor”), GSC CAPITAL CORP. MORTGAGE TRUST 2006-2, a Delaware statutory trust, as Issuing Entity (the “Issuing Entity”), GSC CAPITAL CORP. QRS DELAWARE LOAN HOLDINGS, INC, a Delaware corporation, as seller (the “Seller”), GSC CAPITAL CORP. as sponsor (the “Sponsor”), solely with respect to its obligations under Section 2.03(c) and Section 2.02, COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as master servicer (the “Master Servicer”), THE BANK OF NEW YORK, a New York banking corporation, as indenture trustee (the “Indenture Trustee”) and COUNTRYWIDE HOME LOANS, INC., a New York corporation (“CHL”).

ISDA® International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of June 23, 2006 among:
Novation Agreement • December 15th, 2006 • GSC Capital Corp. Mortgage Trust 2006-2 • Asset-backed securities • New York

Transferor and Remaining Party have entered into a Transaction (the “Old Transaction”), evidenced by a Confirmation (an “Old Confirmation”) attached hereto as Exhibit I, subject to a 1992 ISDA Master Agreement (as defined below) dated as of May 17, 1996 (the “Old Agreement”).

SWAP CONTRACT ADMINISTRATION AGREEMENT
Swap Contract Administration Agreement • December 15th, 2006 • GSC Capital Corp. Mortgage Trust 2006-2 • Asset-backed securities • New York

This SWAP CONTRACT ADMINISTRATION AGREEMENT, dated as of June 23, 2006 (this “Agreement”), among THE BANK OF NEW YORK (“BNY”), as Swap Contract Administrator (in such capacity, the “Swap Contract Administrator”) and not in its individual or corporate capacity but solely as Indenture Trustee under the Indenture referred to below (in such capacity, the “Indenture Trustee”), COUNTRYWIDE HOME LOANS, INC. (“CHL”), and GSC Capital Corp. QRS Delaware Real Estate Holdings, Inc. (“GSC”).

Contract
Item 1115 Agreement • January 19th, 2007 • GSC Capital Corp. Mortgage Trust 2006-2 • Asset-backed securities • New York

Item 1115 Agreement dated as of February 16, 2006 (this “Agreement”), between COUNTRYWIDE HOME LOANS, INC., a New York corporation (“CHL”), CWABS, INC., a Delaware corporation (“CWABS”), CWMBS, Inc., a Delaware corporation (“CWMBS”), CWALT, Inc., a Delaware corporation (“CWALT”), CWHEQ, Inc., a Delaware corporation (“CWHEQ”) and BARCLAYS BANK PLC, as counterparty (the “Counterparty”).

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