STANDARD TERMS TO MASTER SERVICING AND TRUST AGREEMENT GS Mortgage Securities Corp. Depositor GreenPoint Mortgage Funding Trust 2006-OH1 Mortgage Pass- Through Certificates, Series 2006-OH1 December 2006 Edition
EXECUTION
STANDARD
TERMS
TO
MASTER
SERVICING
AND
GS
Mortgage Securities Corp.
Depositor
Mortgage
Pass-Through Certificates, Series 2006-OH1
December
2006 Edition
TABLE
OF CONTENTS
Page
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Definitions
|
1
|
ii
RECITALS
GS
Mortgage Securities Corp. (the “Depositor”),
a
trustee (together with its successors and assigns, the “Trustee”),
a
securities administrator (together with its successors and assigns, the
“Securities
Administrator”),
one
or more custodians (each, together with its successors and assigns, a
“Custodian”
and
collectively, the “Custodians”),
and a
master servicer (together with its successors and assigns, the “Master
Servicer”)
identified in the Trust Agreement (as defined below), have entered into the
Trust Agreement that provides for the issuance of mortgage pass-through
certificates (the “Certificates”)
that
in the aggregate evidence the entire interest in Mortgage Loans or certificates
or securities evidencing an interest therein and other property conveyed
to the
Trust Fund created by such Trust Agreement. These Standard Terms are a part
of,
and are incorporated by reference into, the Trust Agreement.
STANDARD
PROVISIONS
NOW,
THEREFORE, in consideration of the mutual promises, covenants, representations,
and warranties made in the Trust Agreement and as hereinafter set forth,
the
Depositor, the Trustee, the Securities Administrator, the Custodian(s) and
the
Master Servicer agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Definitions.
Capitalized terms used herein but not defined herein shall have the meanings
given them in the Servicing Agreement or the Sale Agreement. Whenever used
in
the Trust Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
10-K
Filing Deadline:
As
defined in Section 13.04 of the Trust Agreement.
60+
Day Delinquent Mortgage Loan:
Each
Mortgage Loan with respect to which any portion of a Scheduled Payment is,
as of
the last day of the prior Due Period, two (2) months or more past due (without
giving effect to any grace period), each Mortgage Loan in foreclosure, all
REO
Property and each Mortgage Loan for which the Mortgagor has filed for
bankruptcy.
Account:
Any of
the Certificate Account or the Excess Reserve Fund Account. Each such Account
shall be a separate Eligible Account.
Accrued
Certificate Interest:
With
respect to any Class of Certificates and each Distribution Date, the product
of
(a) the Pass-Through Rate for such Class, (b) a fraction, the numerator of
which
is the number of days in the related Interest Accrual Period and the denominator
of which is 360 and (c) the applicable Class Principal Balance.
Additional
Form 10-D Disclosure:
As
defined in Section 13.03 of the Trust Agreement.
Additional
Form 10-K Disclosure:
As
defined in Section 13.04 of the Trust Agreement.
Additional
Servicer:
Each
affiliate of each Servicer that services any of the Mortgage Loans and each
Person who is not an affiliate of the any Servicer, who services 10% or more
of
the Mortgage Loans. For clarification purposes, the Master Servicer and the
Securities Administrator are Additional Servicers.
Adjusted
Net Mortgage Interest Rate:
As to
each Mortgage Loan and at any time, the per
annum
rate
equal to the related Mortgage Interest Rate less the Expense Fee
Rate.
Administrative
Fee Rate:
Not
applicable.
Administrative
Fees:
Not
applicable.
Advance:
Any
Delinquency Advance or Servicing Advance.
Affiliate:
With
respect to any Person, any other Person controlling, controlled by or under
common control with such first Person. For the purposes of this definition,
“control” means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities,
by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.
Agreement
or
Trust
Agreement:
The
Master Servicing and Trust Agreement as supplemented by these Standard Terms,
and all amendments or supplements thereto and hereto.
Applied
Realized Loss Amount:
With
respect to any Distribution Date, the amount, if any, by which the aggregate
Class Principal Balance of the Offered Certificates after distributions of
principal on such Distribution Date exceeds the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument in
recordable form (other than the assignee’s name and recording information not
yet returned from the recording office), reflecting the sale of the Mortgage
to
the Trustee.
Assignment
Agreement:
A Step
1 Assignment Agreement or a Step 2 Assignment Agreement.
Auction
Call:
As
defined in Section 9.03(b) of the Trust Agreement.
2
Available
Funds:
With
respect to any Distribution Date, the sum of the following amounts, to the
extent received by the Securities Administrator on behalf of the Trustee,
with
respect to the Mortgage Loans, net of amounts payable or reimbursable to
the
Depositor, the Master Servicer, the Servicers, the Securities Administrator,
the
Custodian and the Trustee, if any, payable with respect to such Distribution
Date: (i) the aggregate amount of scheduled payments on the Mortgage Loans
due
on the Due Date in the related Due Period and received by the Servicers on
or
prior to the related Determination Date, after deduction of the related
servicing fees in respect of prior Distribution Dates and the other components
of the Servicing Fee Rate for that Distribution Date, together with any related
Delinquency Advances for that Distribution Date; (ii) certain unscheduled
payments in respect of the Mortgage Loans received by the Servicers during
the
related Prepayment Period, including partial or full prepayments, Insurance
Proceeds, Condemnation Proceeds and net Liquidation Proceeds, excluding
Prepayment Premiums (in each case, net of unreimbursed expenses incurred
in
connection with a liquidation or foreclosure and unreimbursed Advances, if
any);
(iii) Compensating Interest payments in respect of Prepayment Interest
Shortfalls for that Distribution Date; (iv) all amounts received with respect
to
such Distribution Date in connection with a purchase or repurchase of a Deleted
Mortgage Loan (including, with respect to any First Payment Default Mortgage
Loan, only the First Payment Default Purchase Price); and (v) all proceeds
received with respect to any Avelo Call or Auction Clean-Up Call in connection
with any optional clean-up call as provided in Section 11.01 of the Trust
Agreement.
Available
Funds Rate:
For any
Distribution Date, the per annum rate equal to the product of (x) the Interest
Remittance Amount plus full and partial prepayment amounts received on the
Mortgage Loans and (y) a fraction, the numerator of which is 12 and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of the Due Date occurring in the month preceding the month of such
Distribution Date (after giving effect to Principal Prepayments in the
Prepayment Period related to that prior Due Date) and multiplied by a fraction
expressed as a percentage, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Interest Accrual Period.
Holders of a Class of Certificates subject to the Available Funds Rate for
any
Distribution Date shall be entitled to receive the resulting Interest
Carryforward Amount from amounts received from Net Monthly Excess Cash Flow,
if
any, in future periods.
Avelo:
Avelo
Mortgage, L.L.C., a Delaware limited liability company, and its successors
in
interest and assigns.
Avelo
Call:
As
defined in Section 11.01 of the Trust Agreement.
Avelo
Servicing Agreement:
The
Flow Servicing Agreement, dated as of January 1, 2006, between Avelo and
GSMC, as modified by the related Assignment Agreements.
Back-Up
Certification:
As
defined in Section 13.06 of the Trust Agreement.
Basic
Principal Distribution Amount:
With
respect to any Distribution Date, the excess of (i) the aggregate Principal
Remittance Amount for such Distribution Date over (ii) the Excess
Overcollateralized Amount, if any, for such Distribution Date.
Basis
Risk Carry Forward Amount:
With
respect to each Class of Offered Certificates (other than the Residual
Certificates), as of any Distribution Date, an amount equal to the amount
of the
related Basis Risk Shortfall on that Class on that Distribution Date, plus
any
unpaid Basis Risk Shortfall from prior Distribution Dates, plus interest
thereon
to the extent not previously paid from Net Monthly Excess Cash Flow, calculated
at the then applicable Pass-Through Rate for such Class, without giving effect
to the Net Rate Cap.
3
Basis
Risk Payment:
For any
Distribution Date, an amount equal to the lesser of (i) the aggregate of
the
Basis Risk Carry Forward Amounts for such Distribution Date and (ii) the
Class X
Distributable Amount (prior to any reduction for Basis Risk
Payments).
Basis
Risk Shortfall:
On any
Distribution Date when the Pass-Through Rate for any Class of Offered
Certificates (other than the Residual Certificates) is based upon the Net
Rate
Cap, an amount equal to the excess of (i) Accrued Certificate Interest for
that
Class calculated at a rate equal to One-Month LIBOR plus the related margin
(as
set forth in the Preliminary Statement), over (ii) Accrued Certificate Interest
for that Class calculated assuming the Net Rate Cap is equal to the Net WAC
Cap
Rate.
Book-Entry
Certificates:
As
specified in the Preliminary Statement.
Business
Day:
Any day
other than (i) Saturday or Sunday, or (ii) a day on which banking and savings
and loan institutions are authorized or obligated by law or executive order
to
be closed in (a) the States of New York, California, Maryland and Minnesota,
(b)
with respect to a Servicer, the State in which such Servicer’s servicing
operations are located or (c) the State in which the Corporate Trust Office
of
the Securities Administrator and the Trustee are located.
Certificate:
Any one
of the Certificates executed by the Securities Administrator in substantially
the forms attached to the Trust Agreement as exhibits.
Certificate
Account:
The
separate Eligible Account created by the Securities Administrator pursuant
to
Section 3.01(b) of the Trust Agreement in the name of the Securities
Administrator as paying agent for the benefit of the Trustee and the
Certificateholders and designated “Xxxxx Fargo Bank, N.A., as paying agent, in
trust for registered Holders of GreenPoint Mortgage Funding Trust 2006-OH1,
Mortgage Pass-Through Certificates, Series 2006-OH1.” Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in the Trust Agreement. So long as Xxxxx Fargo shall be
both
the Master Servicer and the Securities Administrator, the Master Servicer
Account shall be the same account as, or a sub-account of, the Certificate
Account, as provided in Section 3.01(b) of the Trust Agreement.
Certificate
Balance:
With
respect to any Class of Offered Certificates, at any date, the maximum dollar
amount of principal to which the Holder thereof is then entitled hereunder,
such
amount being equal to the Denomination thereof minus all distributions of
principal previously made with respect thereto and in the case of any
Subordinate Certificates and the Class A-2 and Class A-3 Certificates, reduced
by any Applied Realized Loss Amounts applicable to such Class of Subordinate
Certificates, Class A-2 Certificates or Class A-3 Certificates; provided,
however,
that
immediately following the Distribution Date on which a Subsequent Recovery
is
distributed, the Class Principal Balances of any Class or Classes of
Certificates that have been previously reduced by Applied Realized Loss Amounts
will be increased, in order of seniority, by the amount of the Subsequent
Recovery distributed on such Distribution Date (up to the amount of Applied
Realized Loss Amounts allocated to such Class or Classes). The Class X and
Class
P Certificates have no Certificate Balance.
4
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person who is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Rate:
With
respect to each Class of Certificates on any Distribution Date, the percentage
per
annum
rate or
other entitlement to interest described in the Preliminary
Statement.
Certificate
Register:
The
register maintained pursuant to Section 5.02 of the Trust
Agreement.
Certificateholder
or
Holder:
The
person in whose name a Certificate is registered in the Certificate Register,
except that, solely for the purpose of giving any consent pursuant to the
Trust
Agreement, any Certificate registered in the name of the Depositor or any
affiliate of the Depositor shall be deemed not to be Outstanding and the
Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary
to
effect such consent has been obtained; provided,
however,
that if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to
be
Outstanding for purposes of any provision of the Trust Agreement that requires
the consent of the Holders of Certificates of a particular Class as a condition
to the taking of any action hereunder. The Securities Administrator is entitled
to rely conclusively on a certification of the Depositor or any affiliate
of the
Depositor in determining which Certificates are registered in the name of
an
affiliate of the Depositor.
Certification
Parties:
As
defined in Section 13.06 of the Trust Agreement.
Certifying
Person:
As
defined in Section 13.06 of the Trust Agreement.
Class:
All
Certificates bearing the same class designation as set forth in the Trust
Agreement.
Class
A-1 Certificates:
All
Certificates bearing the Class designation of “Class A-1.”
Class
A-2 Certificates:
All
Certificates bearing the Class designation of “Class A-2.”
Class
A-3 Certificates:
All
Certificates bearing the Class designation of “Class A-3.”
Class
A Certificates:
The
Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates.
Class
A Principal Distribution Amount:
With
respect to any Distribution Date (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the Principal Distribution Amount for that Distribution Date, or (ii) on
or
after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of (a) the Principal Distribution Amount for
that
Distribution Date and (b) the excess of (1) the aggregate Certificate Balance
of
the Class A Certificates immediately prior to such Distribution Date, over
(2)
the lesser of (A) the product of (x) 81.750% for any Distribution Date prior
to
the Distribution Date in January 2013 or 85.400% for any Distribution Date
on or
after the Distribution Date in January 2013 and (y) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions
to
be made on that Distribution Date and (B) the aggregate Stated Principal
Balance
of the Mortgage Loans after giving effect to distributions to be made on
that
Distribution Date, less the Overcollateralization Floor.
5
Class
IO Shortfalls: As
defined in Section 8.14. For the avoidance of doubt, the Class IO Shortfall
for
any Distribution Date shall equal the amount payable to the Class X Certificates
in respect of amounts due to the Swap Provider on such Distribution Date
(other
than Defaulted Swap Termination Payments) in excess of the amount payable
on the
Class X Interest on such Distribution Date, all as further provided in Section
8.14.
Class
M Certificates:
The
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
and
Class M-8 Certificates.
Class
M-1 Certificates:
All
Certificates bearing the Class designation of “Class M-1.”
Class
M-1 Principal Distribution Amount:
With
respect to any Distribution Date (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, or (ii) on or
after
the Stepdown Date if a Trigger Event is not in effect for that Distribution
Date, the lesser of (a) the remaining Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount and (b) the excess of (1) the sum of (A) the aggregate Certificate
Balance of the Class A Certificates (after taking into account the payment
of
the Class A Principal Distribution Amount) and (B) the Class Principal Balance
of the Class M-1 Certificates immediately prior to that Distribution Date,
over
(2) the lesser of (A) the product of (x) 88.625% for any Distribution Date
prior
to the Distribution Date in January 2013 or 90.900% for any Distribution
Date on
or after the Distribution Date in January 2013 and (y) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions
to
be made on that Distribution Date and (B) the aggregate Stated Principal
Balance
of the Mortgage Loans after giving effect to distributions to be made on
that
Distribution Date, less the Overcollateralization Floor.
Class
M-2 Certificates:
All
Certificates bearing the Class designation of “Class M-2.”
Class
M-2 Principal Distribution Amount:
With
respect to any Distribution Date, (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount and the Class M-1
Principal Distribution Amount, or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of
(a) the
remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount and the Class M-1
Principal Distribution Amount and (b) the excess of (1) the sum of (A) the
aggregate Certificate Balance of the Class A Certificates and the Class M-1
Certificates (after taking into account the payment of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount) and
(B) the
Class Principal Balance of the Class M-2 Certificates immediately prior to
that
Distribution Date, over (2) the lesser of (A) the product of (x) 90.500%
for any
Distribution Date prior to the Distribution Date in January 2013 or 92.400%
for
any Distribution Date on or after the Distribution Date in January 2013 and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans after giving
effect
to distributions to be made on that Distribution Date and (B) the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date, less the
Overcollateralization Floor.
6
Class
M-3 Certificates:
All
Certificates bearing the Class designation of “Class M-3.”
Class
M-3 Principal Distribution Amount:
With
respect to any Distribution Date, (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount and the Class M-2 Principal Distribution Amount,
or (ii) on or after the Stepdown Date if a Trigger Event is not in effect
for
that Distribution Date, the lesser of (a) the remaining Principal Distribution
Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount and the
Class
M-2 Principal Distribution Amount and (b) the excess of (1) the sum of (A)
the
aggregate Certificate Balance of the Class A Certificates and the Class M-1
and
Class M-2 Certificates (after taking into account the payment of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and
the Class M-2 Principal Distribution Amount) and (B) the Class Principal
Balance
of the Class M-3 Certificates immediately prior to that Distribution Date,
over
(2) the lesser of (A) the product of (x) 91.875% for any Distribution Date
prior
to the Distribution Date in January 2013 or 93.500% for any Distribution
Date on
or after the Distribution Date in January 2013 and (y) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions
to
be made on that Distribution Date and (B) the aggregate Stated Principal
Balance
of the Mortgage Loans after giving effect to distributions to be made on
that
Distribution Date, less the Overcollateralization Floor.
Class
M-4 Certificates:
All
Certificates bearing the Class designation of “Class M-4.”
Class
M-4 Principal Distribution Amount:
With
respect to any Distribution Date, (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount
and
the Class M-3 Principal Distribution Amount, or (ii) on or after the Stepdown
Date if a Trigger Event is not in effect for that Distribution Date, the
lesser
of (a) the remaining Principal Distribution Amount for that Distribution
Date
after distribution of the Class A Principal Distribution Amount, the Class
M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount
and
the Class M-3 Principal Distribution Amount and (b) the excess of (1) the
sum of
(A) the aggregate Certificate Balance of the Class A Certificates and the
Class
M-1, Class M-2 and Class M-3 Certificates (after taking into account the
payment
of the Class A Principal Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution Amount and the
Class
M-3 Principal Distribution Amount) and (B) the Class Principal Balance of
the
Class M-4 Certificates immediately prior to that Distribution Date, over
(2) the
lesser of (A) the product of (x) 93.250% for any Distribution Date prior
to the
Distribution Date in January 2013 or 94.600% for any Distribution Date on
or
after the Distribution Date in January 2013 and (y) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions
to
be made on that Distribution Date and (B) the aggregate Stated Principal
Balance
of the Mortgage Loans after giving effect to distributions to be made on
that
Distribution Date, less the Overcollateralization Floor.
7
Class
M-5 Certificates:
All
Certificates bearing the Class designation of “Class M-5.”
Class
M-5 Principal Distribution Amount:
With
respect to any Distribution Date, (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution
Amount, or (ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of (a) the remaining Principal
Distribution Amount for that Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (b) the excess
of (1)
the sum of (A) the aggregate Certificate Balance of the Class A Certificates
and
the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates (after taking
into account the payment of the Class A Principal Distribution Amount, the
Class
M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount) and (B) the Class Principal Balance of the Class M-5
Certificates immediately prior to that Distribution Date, over (2) the lesser
of
(A) the product of (x) 94.625% for any Distribution Date prior to the
Distribution Date in January 2013 or 95.700% for any Distribution Date on
or
after the Distribution Date in January 2013 and (y) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions
to
be made on that Distribution Date and (B) the aggregate Stated Principal
Balance
of the Mortgage Loans after giving effect to distributions to be made on
that
Distribution Date, less the Overcollateralization Floor.
Class
M-6 Certificates:
All
Certificates bearing the Class designation of “Class M-6.”
8
Class
M-6 Principal Distribution Amount:
With
respect to any Distribution Date, (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount and the Class M-5 Principal Distribution Amount, or (ii) on or after
the
Stepdown Date if a Trigger Event is not in effect for that Distribution Date,
the lesser of (a) the remaining Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class
M-4
Principal Distribution Amount and the Class M-5 Principal Distribution Amount
and (b) the excess of (1) the sum of (A) the aggregate Certificate Balance
of
the Class A Certificates and the Class M-1, Class M-2, Class M-3, Class M-4
and
Class M-5 Certificates (after taking into account the payment of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class M-5 Principal
Distribution Amount) and (B) the Class Principal Balance of the Class M-6
Certificates immediately prior to that Distribution Date, over (2) the lesser
of
(A) the product of (x) 95.875% for any Distribution Date prior to the
Distribution Date in January 2013 or 95.875% for any Distribution Date on
or
after the Distribution Date in January 2013 and (y) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions
to
be made on that Distribution Date and (B) the aggregate Stated Principal
Balance
of the Mortgage Loans after giving effect to distributions to be made on
that
Distribution Date, less the Overcollateralization Floor.
Class
M-7 Certificates:
All
Certificates bearing the Class designation of “Class M-7.”
Class
M-7 Principal Distribution Amount:
With
respect to any Distribution Date, (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount and the Class M-6 Principal
Distribution Amount, or (ii) on or after the Stepdown Date if a Trigger Event
is
not in effect for that Distribution Date, the lesser of (a) the remaining
Principal Distribution Amount for that Distribution Date after distribution
of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the Class
M-5
Principal Distribution Amount and the Class M-6 Principal Distribution Amount
and (b) the excess of (1) the sum of (A) the aggregate Certificate Balance
of
the Class A Certificates and the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates (after taking into account the payment
of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the Class
M-5
Principal Distribution Amount and the Class M-6 Principal Distribution Amount)
and (B) the Class Principal Balance of the Class M-7 Certificates immediately
prior to that Distribution Date, over (2) the lesser of (A) the product of
(x)
97.500% for any Distribution Date prior to the Distribution Date in January
2013
or 98.000% for any Distribution Date on or after the Distribution Date in
January 2013 and (y) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution
Date
and (B) the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date, less
the
Overcollateralization Floor.
9
Class
M-8 Certificates:
All
Certificates bearing the Class designation of “Class M-8.”
Class
M-8 Principal Distribution Amount:
With
respect to any Distribution Date, (i) prior to the Stepdown Date or on or
after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the remaining Principal Distribution Amount for that Distribution Date after
distribution of the Class A Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal
Distribution Amount and the Class M-7 Principal Distribution Amount, or (ii)
on
or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of (a) the remaining Principal Distribution
Amount
for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount,
the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal
Distribution Amount and (b) the excess of (1) the sum of (A) the aggregate
Certificate Balance of the Class A Certificates and the Class M-1, Class
M-2,
Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates (after
taking into account the payment of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class
M-4
Principal Distribution Amount, the Class M-5 Principal Distribution Amount,
the
Class M-6 Principal Distribution Amount and the Class M-7 Principal Distribution
Amount) and (B) the Class Principal Balance of the Class M-8 Certificates
immediately prior to that Distribution Date, over (2) the lesser of (A) the
product of (x) 98.750% for any Distribution Date prior to the Distribution
Date
in January 2013 or 99.000% for any Distribution Date on or after the
Distribution Date in January 2013 and (y) the aggregate Stated Principal
Balance
of the Mortgage Loans after giving effect to distributions to be made on
that
Distribution Date and (B) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution
Date,
less the Overcollateralization Floor.
Class
P Certificates:
All
Certificates bearing the Class designation of “Class P.”
Class
P Interest:
The
Upper-Tier Regular Interest as specified and described in the Preliminary
Statement and the related footnote thereto.
Class
P REMIC:
As
defined in the Preliminary Statement.
Class
Principal Balance:
With
respect to any Class and as to any date of determination, the aggregate of
the
Certificate Balances of all Certificates of such Class as of such date.
Class
R Certificates:
All
Certificates bearing the Class designation of “Class R.”
10
Class
RC Certificates:
All
Certificates bearing the Class designation of “Class RC.”
Class
RX Certificates:
All
Certificates bearing the Class designation of “Class RX.”
Class
RX REMIC:
Either
of the Class X REMIC or the Class P REMIC.
Class
X Certificates:
All
Certificates bearing the Class designation of “Class X.”
Class
X Distributable Amount:
On any
Distribution Date, (i) as a distribution in respect of interest, the amount
of
interest that has accrued on the Class X Interest and not applied as an Extra
Principal Distribution Amount on such Distribution Date, plus any such accrued
interest remaining undistributed from prior Distribution Dates, plus, without
duplication, (ii) as a distribution in respect of principal, any portion
of the
principal balance of the Class X Interest which is distributable as an
Overcollateralization Reduction Amount, minus (iii) any amounts paid as a
Basis
Risk Payment.
Class
X Interest:
The
Upper-Tier Regular Interest as specified and described in the Preliminary
Statement and the related footnote thereto.
Class
X REMIC:
As
defined in the Preliminary Statement.
Closing
Date:
December 29, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Collection
Account:
The
“Custodial Account” as defined in the applicable Servicing
Agreement.
Combined
Master Servicing and Securities Administrator Fee:
The
investment income earned on amounts held in the Certificate Account during
the
Master Servicer Float Period, as provided in Sections and 9.07 and 10.05
of the
Trust Agreement.
Commission:
The
U.S. Securities and Exchange Commission.
Compensating
Interest:
For any
Distribution Date and any Servicer, an amount equal to the lesser of (A)
the
aggregate of the prepayment interest shortfalls on the Mortgage Loans for
the
related Distribution Date resulting from voluntary Principal Prepayments
on the
Mortgage Loans during the related Prepayment Period and (B) one-half of the
servicing fee actually received for such month for the Mortgage
Loans.
Condemnation
Proceeds:
All
awards or settlements in respect of a Mortgaged Property, whether permanent
or
temporary, partial or entire, by exercise of the power of eminent domain
or
condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan Documents.
11
Corporate
Trust Office:
With
respect to the Securities Administrator, the principal office of the Securities
Administrator at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 and its
office for Certificate transfer services is located at Xxxxx Xxxxxx xxx
Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust
Services, GreenPoint Mortgage Funding Trust 2006-OH1, or at such other address
as the Securities Administrator may designate from time to time by notice
to the
Certificateholders. With respect to the Trustee, the principal office of
the
Trustee at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Trust Administration - GS06OH1, or at such other address as the
Trustee may designate from time to time by notice to the
Certificateholders.
Corresponding
Class:
The
Class of interests in one Trust REMIC created under the Trust Agreement that
corresponds to the Class of interests in the other Trust REMIC or to a Class
of
Certificates in the manner set out below:
|
Middle-Tier
Regular
Interest
|
Upper-Tier
Regular
Interest
|
Corresponding
Class
of Certificates
|
||
|
Class
LT2-A1
|
Class
A-1
|
Class
A-1
|
||
|
Class
LT2-A2
|
Class
A-2
|
Class
A-2
|
||
|
Class
LT2-A3
|
Class
A-3
|
Class
A-3
|
||
|
Class
LT2-M1
|
Class
M-1
|
Class
M-1
|
||
|
Class
LT2-M2
|
Class
M-2
|
Class
M-2
|
||
|
Class
LT2-M3
|
Class
M-3
|
Class
M-3
|
||
|
Class
LT2-M4
|
Class
M-4
|
Class
M-4
|
||
|
Class
LT2-M5
|
Class
M-5
|
Class
M-5
|
||
|
Class
LT2-M6
|
Class
M-6
|
Class
M-6
|
||
|
Class
LT2-M7
|
Class
M-7
|
Class
M-7
|
||
|
Class
LT2-M8
|
Class
M-8
|
Class
M-8
|
Custodial
File:
With
respect to each Mortgage Loan, any Mortgage Loan Document which is delivered
to
the Custodian or which at any time comes into the possession of that
Custodian.
Custodian:
Deutsche Bank.
Cut-off
Date:
December 1, 2006.
Cut-off
Date Pool Principal Balance:
The
aggregate Stated Principal Balance of all Mortgage Loans as of the Cut-off
Date.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the Stated Principal Balance thereof as of the close of
business on the Cut-off Date (after giving effect to payments of principal
due
on that date, whether or not received).
Defaulted
Swap Termination Payment:
Any
Swap Termination Payment required to be paid by the Supplemental Interest
Trust
to the Swap Provider pursuant to the Interest Rate Swap Agreement as a result
of
an Event of Default (as defined in the Interest Rate Swap Agreement) with
respect to which the Swap Provider is the defaulting party or a Termination
Event (as defined in the Interest Rate Swap Agreement) (other than Illegality,
a
Tax Event or a Tax Event Upon Merger (each as defined in the Interest Rate
Swap
Agreement)) with respect to which the Swap Provider is the sole Affected
Party
(as defined in the Interest Rate Swap Agreement).
12
Deferred
Interest:
The
amount of interest that is deferred and added to the principal balance of
a
Mortgage Loan due to negative amortization.
Definitive
Certificates:
Any
Certificate evidenced by a Physical Certificate and any Certificate issued
in
lieu of a Book-Entry Certificate pursuant to Section 5.02(e) of the Trust
Agreement.
Deleted
Mortgage Loan:
A
Mortgage Loan which is purchased or repurchased by the Seller, the Purchaser
or
the Depositor in accordance with the terms of the Sale Agreement, any Assignment
Agreement or the Trust Agreement, as applicable, or which is, in the case
of a
substitution by any Servicer (if permitted under the applicable Servicing
Agreement) or by the Purchaser pursuant to the Assignment Agreements or the
Trust Agreement, replaced or to be replaced with a substitute mortgage
loan.
Delinquency
Advance:
For
each Mortgage Loan, any Monthly Advance, provided
that
notwithstanding anything to the contrary in any related Servicing Agreement,
but
in accordance with the provisions of each Assignment Agreement, the amount
of
any such Monthly Advance used to determine the amount of the related Delinquency
Advance shall be the amount necessary to equal, when combined with any amounts
paid by the respective Mortgagor, the minimum scheduled payment due under
the
related mortgage note, net of any related Servicing Fee.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as
the
“Initial Certificate Balance of this Certificate” or the Percentage Interest
appearing on the face thereof.
Depositor:
GS
Mortgage Securities Corp., a Delaware corporation, and its successors in
interest and assigns.
Depository:
The
initial Depository shall be The Depository Trust Company, the nominee of
which
is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(a)(5) of the Uniform Commercial Code of the State of New
York.
Depository
Institution:
Any
depository institution or trust company, including the Trustee and the
Securities Administrator, that (a) is incorporated under the laws of the
United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations
that
are rated “P-1” by Moody’s and “A-1” by Standard & Poor’s.
13
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination
Date:
With
respect to each Distribution Date, the close of business of the last day
of the
month preceding the month in which such Distribution Date occurs.
Deutsche
Bank:
Deutsche Bank National Trust Company, a national banking association, and
its
successors in interest and assigns.
Distribution
Date:
The
25th day of each month or, if such day is not a Business Day, the immediately
succeeding Business Day, commencing in January 2007.
Document
Certification and Exception Report:
The
report attached to Exhibit
F
of the
Trust Agreement.
Due
Date:
The day
of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive
of any days of grace.
Due
Period:
With
respect to any Distribution Date, the period commencing on the second day
of the
calendar month preceding the month in which that Distribution Date occurs
and
ending on the first day of the calendar month in which that Distribution
Date
occurs.
XXXXX:
The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
Eligible
Account:
Either
(i) an account maintained with a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of
which
(or, in the case of a depository institution or trust company that is a
subsidiary of a holding company, the short-term unsecured debt obligations
of
such holding company) are rated “A-1+” by Standard & Poor’s, “F1” by Fitch
and “P-1” by Moody’s (or a comparable rating if another Rating Agency is
specified by the Depositor by written notice to the Servicer) at the time
any
amounts are held on deposit therein, (ii) a trust account or accounts maintained
with a federal or state chartered depository institution or trust company
acting
in its fiduciary capacity or (iii) any other account acceptable to each Rating
Agency. Eligible Accounts may bear interest, and may include, if otherwise
qualified under this definition, accounts maintained with the Securities
Administrator or the Trustee.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting:
A best
efforts or firm commitment underwriting or private placement that meets the
requirements of Prohibited Transaction Exemption (“PTE”)
2002-41, 67 Fed. Reg. 54487 (2002) (or any successor thereto), or any
substantially similar administrative exemption granted by the U.S. Department
of
Labor.
ERISA-Restricted
Certificate:
As
specified in the Preliminary Statement.
ERISA-Restricted
Swap Certificate:
As
specified in the Preliminary Statement.
14
Event
of Default:
As
defined in the applicable Servicing Agreement.
Excess
Overcollateralized Amount:
With
respect to any Distribution Date, the excess, if any, of (a) the
Overcollateralized Amount on such Distribution Date over (b) the Specified
Overcollateralized Amount for such Distribution Date.
Excess
Reserve Fund Account:
The
separate Eligible Account created and maintained by the Securities Administrator
pursuant to Section 3.01(a) of the Trust Agreement in the name of the Securities
Administrator as paying agent for the benefit of the Regular Certificateholders
and designated “Xxxxx Fargo Bank, N.A., as paying agent, in trust for registered
Holders of GreenPoint Mortgage Funding Trust 2006-OH1, Mortgage Pass-Through
Certificates, Series 2006-OH1.” Funds in the Excess Reserve Fund Account shall
be held in trust for the Regular Certificateholders for the uses and purposes
set forth in the Trust Agreement. Amounts on deposit in the Excess Reserve
Fund
Account shall not be invested.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
Exchange
Act Filing Obligation:
The
obligations of the Master Servicer under Section 9.04 and Article XIII (except
Section 13.07) of the Trust Agreement with respect to notice and information
to
be provided to the Depositor.
Exchange
Act Reports:
Any
reports on Form 10-D, Form 8-K and Form 10-K required to be filed by the
Depositor with respect to the Trust Fund under the Exchange Act.
Expense
Fee Rate:
As to
each Mortgage Loan, a per
annum
rate
equal to the Servicing Fee Rate.
Expense
Fees:
As to
each Mortgage Loan, the fees calculated by reference to the Expense Fee
Rate.
Extra
Principal Distribution Amount:
As of
any Distribution Date, the lesser of (x) the related Total Monthly Excess
Spread
for that Distribution Date and (y) the related Overcollateralization Deficiency
for such Distribution Date.
Fair
Market Value Excess:
With
respect to any Mortgage Loans to be purchased pursuant to Section 11.01 of
the
Trust Agreement, the excess, if any, of the Fair Market Value Price for such
Mortgage Loans over the Par Value for such Mortgage Loans.
Fair
Market Value Price:
The sum
of the aggregate fair market value of all of the assets of the Trust Fund
as
determined by the Securities Administrator in consultation with the Purchaser
(or, if the Purchaser is unwilling or unable to serve in that capacity, a
financial advisor selected by the Securities Administrator in a commercially
reasonable manner, whose fees will be an expense of the Depositor (or other
party causing the Terminating Purchase)), based upon the mean of bids from
at
least three recognized broker/dealers that deal in similar assets as of the
close of business on the third Business Day preceding the date upon which
notice
of any such termination is furnished to Certificateholders pursuant to Section
11.02 of the Trust Agreement; provided,
however,
that in
determining such aggregate fair market value, the Securities Administrator
shall
be entitled to conclusively rely on such bids or the opinion of a nationally
recognized investment banker (the fees of which shall be an expense of the
Trust). The fair market value of the assets in the Trust or the appraised
value
of any REO Property shall be based upon the inclusion of (i) accrued interest
to
the Due Date in the month in which the Termination Price is distributed to
the
Certificateholders, at the applicable Note Rate (less the related Servicing
Fee
Rate) on the Scheduled Principal Balance of each Mortgage Loan (including
any
Mortgage Loan which became an REO Property as to which an REO Property
Disposition has not occurred), (ii) the amount of outstanding Servicing Advances
to the Due Date in the month in which the Termination Price is distributed
to
the Certificateholders, and (iii) the amount of any costs and damages incurred
by the Trust as a result of any violation of any applicable federal, state,
or
local predatory or abusive lending law arising from or in connection with
the
origination of any Mortgage Loan remaining in the Trust.
15
Xxxxxx
Xxx:
The
Federal National Mortgage Association, and its successors in interest and
assigns.
Final
Scheduled Distribution Date:
The
Final Scheduled Distribution Date for each Class of Certificates is the
Distribution Date occurring in January 2037.
First
Payment Default Mortgage Loan:
Not
Applicable.
First
Payment Default Purchase Price:
Not
Applicable.
Fitch:
Fitch,
Inc.
Form
8-K Disclosure Information:
As defined in Section 13.02 of
the
Trust Agreement.
Xxxxxxx
Mac:
The
Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the Emergency Home
Finance
Act of 1970, as amended, and its successors in interest and
assigns.
GreenPoint:
GreenPoint Mortgage Funding, Inc., a New York corporation, and its successors
in
interest.
GreenPoint
Sale Agreement:
Flow
Mortgage Loan Purchase and Warranties Agreement, dated as of October 1, 2006,
between GreenPoint, Inc. and GSMC.
GreenPoint
Servicing Agreement: Flow
Interim Servicing Agreement, dated as of October 1, 2006, between GreenPoint
and
GSMC, as modified by the related Assignment Agreements.
GSMC
or
Purchaser:
Xxxxxxx
Sachs Mortgage Company, a New York limited partnership, and its successors
in
interest and assigns.
16
Holder
or
Certificateholder:
The
person in whose name a Certificate is registered in the Certificate Register,
except that, solely for the purpose of giving any consent pursuant to the
Trust
Agreement, any Certificate registered in the name of the Depositor or any
affiliate of the Depositor shall be deemed not to be Outstanding and the
Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary
to
effect such consent has been obtained; provided,
however,
that if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to
be
Outstanding for purposes of any provision of the Trust Agreement that requires
the consent of the Holders of Certificates of a particular Class as a condition
to the taking of any action hereunder. The Securities Administrator is entitled
to rely conclusively on a certification of the Depositor or any affiliate
of the
Depositor in determining which Certificates are registered in the name of
an
affiliate of the Depositor.
Initial
Optional Termination Date:
The
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans, as of the last day of the related Due Period, is equal to
10.00%
or less of the Cut-off Date Pool Principal Balance.
Insurance
Proceeds:
With
respect to each Mortgage Loan, proceeds of insurance policies insuring the
Mortgage Loan or the related Mortgaged Property.
Interest
Accrual Period:
With
respect to any Distribution Date, the period commencing on the Distribution
Date
occurring in the preceding calendar month (or, with respect to the first
Distribution Date, the Closing Date) and ending on the day before such
Distribution Date, calculated on the basis of a 360-day year and the actual
number of days in such Interest Accrual Period.
Interest
Carryforward Amount:
For any
Distribution Date and any Class of Certificates, the sum of (a) the excess,
if
any, of (i) Accrued Certificate Interest for such Class assuming the Net
Rate
Cap for such Distribution Date was equal to the Net WAC Cap Rate over (ii)
Accrued Certificate Interest for such Class assuming the Net Rate Cap for
such
Distribution Date was equal to the Available Funds Rate and (b) interest
on the
amount calculated pursuant to clause (a) from prior Distribution Dates,
calculated at the applicable Pass-Through Rate for such Class.
Interest
Rate Swap Agreement:
The
interest rate swap agreement, dated as of December 29, 2006, between the
GreenPoint Mortgage Funding Trust 2006-OH1 and the Swap Provider and assigned
to
the Supplemental Interest Trust or any other swap agreement (including any
related schedules) assigned to the Supplemental Interest Trust.
Interest
Remittance Amount:
With
respect to any Distribution Date and the Mortgage Loans, that portion of
Available Funds attributable to interest relating to the Mortgage Loans for
such
Distribution Date less Net Swap Payment Amounts and Swap Termination Payments
owed to the Swap Provider other than a Defaulted Swap Termination
Payment.
Investment
Account:
As
defined in Section 3.02(a) of the Trust Agreement.
Item
1119 Party:
The
Depositor, the Master Servicer, the Trustee, any Servicer, any subservicer,
any
originator identified in the Prospectus Supplement and any Swap
Provider.
17
LIBOR:
With
respect to any Interest Accrual Period for the LIBOR Certificates, the rate
determined by the Securities Administrator on the related LIBOR Determination
Date on the basis of the offered rate for one month U.S. dollar deposits
as such
rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such
date;
provided
that if
such rate does not appear on Telerate Page 3750, the rate for such date will
be
determined on the basis of the rates at which one-month U.S. dollar deposits
are
offered by the Reference Banks at approximately 11:00 a.m. (London time)
on such
date to prime banks in the London interbank market. In such event, the
Securities Administrator shall request the principal London office of each
of
the Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean
of
the quotations (rounded upwards if necessary to the nearest whole multiple
of
1/16%). If fewer than two quotations are provided as requested, the rate
for
that date will be the arithmetic mean of the rates quoted by major banks
in New
York City, selected by the Securities Administrator (after consultation with
the
Depositor), at approximately 11:00 a.m. (New York City time) on such date
for
one-month U.S. dollar deposits of leading European banks. The establishment
of
LIBOR by the Securities Administrator and the Securities Administrator’s
subsequent calculations based thereon, in the absence of manifest error,
shall
be final and binding. Except as otherwise set forth herein, absent manifest
error, the Securities Administrator may conclusively rely on quotations of
LIBOR
as such quotations appear on Telerate Screen Page 3750.
LIBOR
Certificates:
The
Class A Certificates and the Class M Certificates.
LIBOR
Determination Date:
With
respect to any Interest Accrual Period for the LIBOR Certificates, the second
London Business Day preceding the commencement of such Interest Accrual
Period.
Liquidated
Mortgage Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan (including any
REO
Property) which was liquidated in the Prepayment Period preceding the month
of
such Distribution Date and as to which the applicable Servicer has certified
that it has received all amounts it expects to receive in connection with
the
liquidation of such Mortgage Loan including the final disposition of an REO
Property.
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale or otherwise, or the sale of the related Mortgaged Property
if
the Mortgaged Property is acquired in satisfaction of the Mortgage Loan,
including any Subsequent Recoveries.
London
Business Day:
Any day
on which dealings in deposits of United States dollars are transacted in
the
London interbank market.
Lower-Tier
Principal Amount:
As
described in the Preliminary Statement.
Lower-Tier
Regular Interest:
As
described in the Preliminary Statement.
Lower-Tier
REMIC:
As
described in the Preliminary Statement.
18
Majority
Class X Certificateholder:
The
Holder or Holders of a majority of the Percentage Interests in the Class
X
Certificates.
Master
Servicer:
Xxxxx
Fargo, and if a successor master servicer is appointed hereunder, such
successor. So long as Xxxxx Fargo shall be the Master Servicer, if Xxxxx
Fargo
Bank shall resign or be terminated as Master Servicer under the Trust Agreement,
Xxxxx Fargo Bank, N.A. shall simultaneously resign or be terminated as
Securities Administrator.
Master
Servicer Account:
The
Eligible Account created pursuant to Section 3.01(b) of the Trust Agreement.
So
long as Xxxxx Fargo shall be both the Master Servicer and the Securities
Administrator, the Master Servicer Account shall be the same account as,
or a
sub-account of, the Certificate Account, as described in the definition of
“Certificate Account” in these Standard Terms and as provided in Section 3.01(b)
of the Trust Agreement.
Master
Servicer Event of Default:
As
defined in Section 9.04 of the Trust Agreement.
Master
Servicer Float Period:
As to
any Distribution Date and each Mortgage Loan, the period commencing on the
Remittance Date and ending on the Distribution Date.
Master
Servicing and Trust Agreement:
The
Master Servicing and Trust Agreement dated as of December 1, 2006 among the
Depositor, the Trustee, the Master Servicer, the Securities Administrator
and
the Custodian.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS
Loan:
Any
Mortgage Loan registered with MERS on the MERS System.
MERS
System:
The
system of recording transfers of mortgages electronically maintained by
MERS.
Middle-Tier
Principal Amount:
As
described in the Preliminary Statement.
Middle-Tier
Regular Interest:
As
described in the Preliminary Statement.
Middle-Tier
REMIC:
As
described in the Preliminary Statement.
Monthly
Advance:
As
defined in the applicable Servicing Agreement.
Monthly
Statement:
The
statement made available to the Certificateholders pursuant to Section 4.02
of
the Trust Agreement.
Moody’s:
Xxxxx’x
Investors Service, Inc. If Xxxxx’x is designated as a Rating Agency in the
Preliminary Statement, for purposes of Section 12.05(b) of the Trust Agreement
the address for notices to Moody’s shall be Xxxxx’x Investors Service, Inc., 00
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage
Pass-Through Group, or such other address as Moody’s may hereafter furnish to
the Depositor and the Servicer.
19
Mortgage:
The
mortgage, deed of trust or other instrument identified on the Mortgage Loan
Schedule as securing a Mortgage Note.
Mortgage
File:
The
items pertaining to a particular Mortgage Loan contained in either the Servicing
File or Custodial File.
Mortgage
Interest Rate:
The
annual rate of interest borne on a Mortgage Note with respect to each Mortgage
Loan.
Mortgage
Loan:
An
individual Mortgage Loan which is the subject of a Sale Agreement and a
Servicing Agreement, each Mortgage Loan originally sold and subject to any
Sale
Agreement being identified on the Mortgage Loan Schedule, which Mortgage
Loan
includes without limitation the Mortgage File, the Servicing File, the Scheduled
Payments, Principal Prepayments, Prepayment Premiums, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds and all
other rights, benefits, proceeds and obligations arising from or in connection
with such Mortgage Loan.
Mortgage
Loan Documents:
The
mortgage loan documents pertaining to each Mortgage Loan.
Mortgage
Loan Schedule:
A
schedule of Mortgage Loans annexed to the Trust Agreement as Schedule I (which
shall be delivered to the Custodian in an electronic format acceptable to
the
Custodian), such schedule setting forth the following information with respect
to each Mortgage Loan: (1) the Seller’s Mortgage Loan number; (2) the address,
city, state and zip code of the Mortgaged Property; (3) a code indicating
whether the Mortgagor is self-employed; (4) a code indicating whether the
Mortgaged Property is owner-occupied, investment property or a second home;
(5)
a code indicating whether the Mortgaged Property is a single family residence,
two family residence, three-family residence, four family residence,
condominium, manufactured housing or planned unit development; (6) the purpose
of the Mortgage Loan; (7) the type of Mortgage Loan; (8) the Mortgage Interest
Rate at origination; (9) the current Mortgage Interest Rate; (10) the name
of
the applicable Servicer; (11) the applicable Servicing Fee Rate; (12) the
current Scheduled Payment; (13) the original term to maturity; (14) the
remaining term to maturity; (15) the principal balance of the Mortgage Loan
as
of the Cut-off Date after deduction of payments of principal due on or before
the Cut-off Date whether or not collected; (16) the LTV at origination and
if
the Mortgage Loan has a second lien, combined LTV at origination; (17) the
actual principal balance of the Mortgage Loan as of the Cut-off Date; (18)
social security number of the Mortgagor; (19) a code indicating whether the
Mortgage Loan had a second lien at origination; (20) if the Mortgage Loan
has a
second lien, combined loan balance as of the Cut-off Date; (21) a code
indicating whether the Mortgaged Property is a leasehold estate; (22) the
due
date of the Mortgage Loan; (23) whether the Mortgage Loan is insured by a
Primary Mortgage Insurance Policy and the name of the insurer; (24) the
certificate number of the Primary Mortgage Insurance Policy; (25) the amount
of
coverage of the Primary Mortgage Insurance Policy, and if it is a lender-paid
Primary Mortgage Insurance Policy, the premium rate; (26) the type of appraisal;
(27) a code indicating whether the Mortgage Loan is a MERS Loan; (28)
documentation type (including asset and income type); (29) first payment
date;
(30) the schedule of the payment delinquencies in the prior 12 months; (31)
FICO
score; (32) the Mortgagor’s name; (33) the stated maturity date; (34) the
original principal amount of the Mortgage Loan; and (35) the name of the
Custodian.
20
Mortgaged
Property:
The
real property (or leasehold estate, if applicable) identified on the Mortgage
Loan Schedule as securing repayment of the debt evidenced by a Mortgage Note.
Mortgagor:
The
obligor on a Mortgage Note.
Net
Deferred Interest:
With
respect to any Distribution Date, the excess, if any, of Deferred Interest
that
accrued on the related Mortgage Loans during the related Due Period, over
the
sum of (i) the amount of Principal Prepayments received on the Mortgage Loans
during the Prepayment Period related to that Distribution Date and (ii) interest
received on the Mortgage Loans in excess of the Accrued Certificate Interest
for
all Classes of Offered Certificates (other than the Residual
Certificates).
Net
Monthly Excess Cash Flow:
For any
Distribution Date the amount remaining for distribution pursuant to Section
4.01(a)(iii) of the Trust Agreement (before giving effect to distributions
pursuant to such section).
Net
Prepayment Interest Shortfall:
For any
Distribution Date, the amount by which the sum of the Prepayment Interest
Shortfalls exceeds the sum of the Compensating Interest payments made on
such
Distribution Date.
Net
Rate Cap:
On any
Distribution Date, the lesser of (i) the Net WAC Cap Rate and (ii) the Available
Funds Rate.
Net
Swap Payment Amount:
With
respect to any Distribution Date, the Fixed Amount (as defined in the Interest
Rate Swap Agreement) payable by the Supplemental Interest Trust to the Swap
Provider, pursuant to the applicable clauses of the Priorities of Distribution,
on the related Fixed Rate Payer Payment Date (as defined in the Interest
Rate
Swap Agreement).
Net
Swap Receipt Amount:
With
respect to any Distribution Date, the Floating Amount (as defined in the
Interest Rate Swap Agreement) payable by the Swap Provider to the Supplemental
Interest Trust on the related Floating Rate Payer Payment Date (as defined
in
the Interest Rate Swap Agreement).
Net
WAC Cap Rate:
With
respect to any Distribution Date, the per annum rate (which will not be less
than zero) equal to the excess of (i) the weighted average of the Adjusted
Net
Mortgage Interest Rate of the Mortgage Loans in effect for the scheduled
payments due on such Mortgage Loans during the related Due Period over (ii)
a
fraction, the numerator of which is the product of (a) the sum of any Net
Swap
Payment Amounts and any Swap Termination Payments owed to the Swap Provider
for
such Distribution Date and (b) 12, and the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans at the beginning of the related
Due Period and multiplied by a fraction, expressed as a percentage, the
numerator of which is 30 and the denominator of which is the actual number
of
days in the related Interest Accrual Period.
21
NIM
Issuer:
The
entity established as the issuer of the NIM Securities.
NIM
Securities:
Any
debt securities secured or otherwise backed by some or all of the Class P
and
Class X Certificates.
NIM
Trustee:
The
trustee for the NIM Securities.
Non
Permitted Transferee:
As
defined in Section 8.12(e) of the Trust Agreement.
Nonrecoverable
Delinquency Advance:
Any
Delinquency Advance previously made or proposed to be made in respect of
a
Mortgage Loan or REO Property that, in the good faith business judgment of
the
Servicer (in accordance with the related Servicing Standard set forth in
the
related Servicing Agreement), the Master Servicer or any successor Master
Servicer including the Trustee, as applicable, will not or, in the case of
a
proposed Delinquency Advance, would not be ultimately recoverable from related
late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds
on such Mortgage Loan or REO Property as provided herein.
Nonrecoverable
Servicing Advance:
Any
Servicing Advance previously made or proposed to be made in respect of a
Mortgage Loan or REO Property, which, in the good faith business judgment
of the
Servicer (in accordance with the related Servicing Standard set forth in
the
related Servicing Agreement), the Master Servicer or any successor Master
Servicer including the Trustee, as applicable, will not or, in the case of
a
proposed Servicing Advance, would not, be ultimately recoverable from related
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise.
Notice
of Final Distribution:
The
notice to be provided pursuant to Section 11.02 of the Trust Agreement to
the
effect that final distribution on any of the Certificates shall be made only
upon presentation and surrender thereof.
Offered
Certificates:
The
Class A Certificates, the Class M Certificates and the Residual
Certificates.
Officer’s
Certificate:
A
certificate signed by the Chairman of the Board or the Vice Chairman of the
Board or the President or a Vice President or an Assistant Vice President
and by
the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of any Servicer or any Seller, and delivered to the Trustee and
the
Securities Administrator, as required by any Servicing Agreement or Sale
Agreement or, in the case of any other Person, signed by an authorized officer
of such Person.
Opinion
of Counsel:
A
written opinion of counsel, who may be in house counsel for the applicable
Servicer, reasonably acceptable to the Trustee and/or the Securities
Administrator, as applicable (and/or such other Persons as may be set forth
herein); provided
that any
Opinion of Counsel relating to (a) qualification of any Trust REMIC or (b)
compliance with the REMIC Provisions, must be (unless otherwise stated in
such
Opinion of Counsel) an opinion of counsel who (i) is in fact independent
of the
applicable Servicer or the Master Servicer of the Mortgage Loans, (ii) does
not
have any material direct or indirect financial interest in the applicable
Servicer or the Master Servicer of the Mortgage Loans or in an affiliate
of
either and (iii) is not connected with the applicable Servicer or the Master
Servicer of the Mortgage Loans as an officer, employee, director or person
performing similar functions.
22
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under the Trust Agreement
except:
(i) Certificates
theretofore canceled by the Securities Administrator or delivered to the
Securities Administrator for cancellation; and
(ii) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Securities Administrator pursuant to the Trust
Agreement.
Outstanding
Mortgage Loan:
As of
any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
zero
which was not the subject of a Principal Prepayment in full prior to such Due
Date and which did not become a Liquidated Mortgage Loan prior to such Due
Date.
Overcollateralized
Amount:
With
respect to any Distribution Date, the excess, if any, of (a) the aggregate
Stated Principal Balances of the Mortgage Loans for that Distribution Date
over
(b) the aggregate Class Principal Balance of the Offered Certificates as
of that
date (after taking into account distributions of principal on those Certificates
on that Distribution Date).
Overcollateralization
Deficiency:
With
respect to any Distribution Date, the amount by which the Specified
Overcollateralized Amount exceeds the Overcollateralized Amount.
Overcollateralization
Floor:
With
respect to any Distribution Date, 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, or
$2,354,262.
Overcollateralization
Reduction Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Excess Overcollateralized Amount and (b) the Principal Remittance
Amount.
Ownership
Interest:
As to
any Residual Certificate, any ownership interest in such Certificate including
any interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Par
Value:
An
amount equal to the greater of (a) the sum of (1) 100% of the unpaid principal
balance of the Mortgage Loans (other than Mortgage Loans related to REO
Properties), (2) interest accrued and unpaid on the Mortgage Loans, (3) any
unreimbursed Delinquency Advances, fees and expenses of the Master Servicer,
the
Securities Administrator and the Trustee and (4) with respect to any REO
Property, the lesser of (x) the appraised value of each REO Property, as
determined by the higher of two appraisals completed by two independent
appraisers selected by the Master Servicer or its designee, and (y) the unpaid
principal balance of each Mortgage Loan related to any REO Property, and
(b) the
sum of (1) the aggregate unpaid Class Principal Balance of each Class of
Certificates then outstanding, (2) interest accrued and unpaid on the
Certificates, (3) any unreimbursed Delinquency Advances, fees and expenses
of
the Master Servicer, the Securities Administrator and the Trustee and (4)
any
Net Swap Payment Amounts or any Swap Termination Payment.
23
Pass-Through
Rate:
For
each Class of Certificates and each Lower-Tier Regular Interest and Middle-Tier
Regular Interest, the per
annum
rate set
forth or calculated in the manner described in the Preliminary
Statement.
Percentage
Interest:
As to
any Certificate, the percentage interest evidenced thereby in distributions
required to be made on the related Class, such percentage interest being
set
forth on the face thereof or equal to the percentage obtained by dividing
the
Denomination of such Certificate by the aggregate of the Denominations of
all
Certificates of the same Class.
Permitted
Investments:
Any one
or more of the following obligations or securities acquired at a purchase
price
of not greater than par, regardless of whether issued by the Servicer, the
Trustee, the Securities Administrator or any of their respective
Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided
such
obligations are backed by the full faith and credit of the United
States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than ninety (90) days and,
in
the case of bankers’ acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than thirty (30) days)
denominated in United States dollars and issued by any Depository Institution
and rated F1+ by Fitch, P-1 by Moody’s and A-1+ by S&P;
(iii) repurchase
obligations with respect to any security described in clause (i) above entered
into with a Depository Institution (acting as principal);
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any state
thereof
and that are rated by each Rating Agency that rates such securities in its
highest long-term unsecured rating categories at the time of such investment
or
contractual commitment providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than thirty (30) days after the date of acquisition thereof) that is rated
by
each Rating Agency that rates such securities in its highest short-term
unsecured debt rating available at the time of such investment;
(vi) units
of
money market funds, including money market funds advised by the Depositor,
the
Securities Administrator or the Trustee or an Affiliate thereof, that have
been
rated “Aaa” by Moody’s, “AAAm” or “AAAm-G” by Standard & Poor’s and, if
rated by Fitch, at least “AA” by Fitch; and
24
(vii) if
previously confirmed in writing to the Securities Administrator, any other
demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies as a permitted
investment of funds backing “Aaa” or “AAA” rated securities;
provided,
however,
that no
instrument described hereunder shall evidence either the right to receive
(a)
only interest with respect to the obligations underlying such instrument
or (b)
both principal and interest payments derived from obligations underlying
such
instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at par greater than 120% of the yield
to
maturity at par of the underlying obligations.
Permitted
Transferee:
Any
Person other than (i) the United States, any State or political subdivision
thereof, or any agency or instrumentality of any of the foregoing, (ii) a
foreign government, international organization or any agency or instrumentality
of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511
of
the Code on unrelated business taxable income) on any excess inclusions (as
defined in Section 860E(c)(1) of the Code) with respect to any Residual
Certificate, (iv) rural electric and telephone cooperatives described in
Section
1381(a)(2)(C) of the Code, (v) a Person that is not a U.S. Person or a U.S.
Person with respect to whom income from a Residual Certificate is attributable
to a foreign permanent establishment or fixed base (within the meaning of
an
applicable income tax treaty) of such Person or any other U.S. Person, (vi)
an
“electing large partnership” within the meaning of Section 775 of the Code and
(vii) any other Person so designated by the Depositor based upon an Opinion
of
Counsel that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause any Trust REMIC to fail to qualify as a REMIC at any
time
that the Certificates are outstanding. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in Section 7701
of the Code or successor provisions. A corporation will not be treated as
an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with
the exception of the Xxxxxxx Mac, a majority of its board of directors is
not
selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, limited
liability company, joint stock company, trust, unincorporated organization
or
government, or any agency or political subdivision thereof.
Physical
Certificates:
As
specified in the Preliminary Statement.
Preliminary
Statement:
The
preliminary statement to the Trust Agreement.
Prepayment
Interest Shortfall:
With
respect to any Remittance Date, the sum of, for each Mortgage Loan that was
during the related Prepayment Period the subject of a Principal Prepayment
that
was applied by the Servicer to reduce the outstanding principal balance of
such
Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment
Period, an amount equal to the product of (a) the Mortgage Interest Rate
net of
the applicable Servicing Fee Rate for such Mortgage Loan, (b) the amount
of the
Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the number
of
days commencing on the date on which such Principal Prepayment was applied
and
ending on the last day of the related Prepayment Period.
25
Prepayment
Period:
With
respect to any Distribution Date, the calendar month preceding the month
in
which that Distribution Date occurs.
Prepayment
Premium:
Any
prepayment premium, penalty or charge, if any, required under the terms of
the
related Mortgage Note to be paid in connection with a Principal Prepayment,
to
the extent permitted by law.
Principal
Distribution Amount:
For any
Distribution Date, the lesser of (x) the sum of (i) the Basic Principal
Distribution Amount for that Distribution Date and (ii) the Extra Principal
Distribution Amount (as defined herein) for that Distribution Date and (y)
the
excess of the Available Funds over the Accrued Certificate Interest for each
Class of Offered Certificates (other than the Residual Certificates) for
that
Distribution Date.
Principal
Prepayment:
Any
full or partial payment or other recovery of principal on a Mortgage Loan
(including upon liquidation of a Mortgage Loan) which is received in advance
of
its scheduled Due Date, including any Prepayment Premium, and which is not
accompanied by an amount of interest representing scheduled interest due
on any
date or dates in any month or months subsequent to the month of
prepayment.
Principal
Remittance Amount:
With
respect to any Distribution Date and the Mortgage Loans, the amount equal
to the
sum of the following amounts (without duplication) with respect to the related
Due Period: (i) each scheduled payment of principal on a Mortgage Loan due
during the related Due Period and received by the applicable Servicers on
or
prior to the related Determination Date or advanced by the applicable Servicers
for the related Servicer Remittance Date; (ii) except to the extent applied
to
offset Deferred Interest, all full and partial Principal Prepayments received
on
the Mortgage Loans during the related Prepayment Period; (iii) all net
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds on the
Mortgage Loans allocable to principal and received during the related Prepayment
Period; (iv) the principal portion of amounts received with respect to such
Distribution Date in connection with a purchase or repurchase of a Deleted
Mortgage Loan; (v) the principal portion of amounts received with respect
to
such Distribution Date as a Substitution Adjustment Amount received in
connection with the substitution of a Mortgage Loan; and (vi) the principal
portion of any proceeds received with respect to any Avelo Call or Auction
Clean-Up Call in connection with any optional clean-up call as provided in
Section 11.01 of the Trust Agreement.
Private
Certificates:
The
Class P and Class X Certificates.
Prospectus
Supplement:
The
Prospectus Supplement, dated December 21, 2006, relating to the Offered
Certificates.
PTCE:
Prohibited Transaction Class Exemption, issued by the U.S. Department of
Labor.
26
PUD:
A
planned unit development.
Purchaser
or
GSMC:
Xxxxxxx
Sachs Mortgage Company, a New York limited partnership, and its successors
in
interest and assigns.
Rating
Agency:
Each of
S&P and Moody’s. If such organization or a successor is no longer in
existence, “Rating Agency” shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee and
the
Securities Administrator. References herein to a given rating or rating category
of a Rating Agency shall mean such rating category without giving effect
to any
modifiers. For purposes of Section 12.05(b) of the Trust Agreement, the
addresses for notices to each Rating Agency shall be the address specified
therefor in the definition corresponding to the name of such Rating Agency,
or
such other address as either such Rating Agency may hereafter furnish to
the
Depositor and the Servicer.
Realized
Losses:
With
respect to any date of determination and any Liquidated Mortgage Loan, the
amount, if any, by which (a) the unpaid principal balance of such Liquidated
Mortgage Loan together with accrued and unpaid interest thereon exceeds (b)
the
Liquidation Proceeds with respect thereto net of the expenses incurred by
the
Servicer in connection with the liquidation of such Liquidated Mortgage Loan
and
net of any amount of unreimbursed Servicing Advances with respect to such
Liquidated Mortgage Loan.
Record
Date:
With
respect to any Distribution Date, the close of business on the last Business
Day
of the related Interest Accrual Period; provided,
however,
that
for any Definitive Certificate issued pursuant to Section 5.02(e) of the
Trust
Agreement, the Record Date shall be the close of business on the last Business
Day of the month immediately preceding the month in which the related
Distribution Date occurs.
Reference
Bank:
As
defined in Section 4.04 of the Trust Agreement.
Regular
Certificates:
As
specified in the Preliminary Statement.
Regular
Interests:
Any
Upper-Tier Regular Interests, Middle-Tier Regular Interest or Lower-Tier
Regular
Interests and any regular interest in the Class P REMIC or the Class X
REMIC.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in
the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Servicemembers Civil Relief
Act, as amended, or any similar state or local law.
27
REMIC:
A “real
estate mortgage investment conduit” within the meaning of Section 860D of the
Code.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of Subchapter
M
of Chapter 1 of the Code, and related provisions, and regulations promulgated
thereunder, as the foregoing may be in effect from time to time as well as
provisions of applicable state laws.
Remittance
Date:
With
respect to any Distribution Date, the 18th day (or if such 18th day is not
a
Business Day, the first Business Day immediately preceding such 18th day)
of the
month in which such Distribution Date occurs.
REO
Disposition:
The
final sale by the Servicer of any REO Property.
REO
Property:
A
Mortgaged Property acquired by the Trust Fund through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage
Loan.
Reportable
Event:
As
defined in Section 13.02 of the Trust Agreement.
Reporting
Party:
The
Depositor, any Originator, the Master Servicer, any Servicer, any originator
defined in the Prospectus Supplement, any swap or corridor contract
counterparty, any credit enhancement provider described herein and any other
material transaction party (excluding the Trustee and the Custodian) as may
be
mutually agreed between the Depositor and the Master Servicer from time to
time
for the purpose of complying with the requirements of the
Commission.
Reporting
Servicer:
As
defined in Section 13.04 of the Trust Agreement.
Reporting
Subcontractor:
With
respect to the Master Servicer or the Securities Administrator, any
Subcontractor determined by such Person pursuant to Section 13.08(b) of the
Trust Agreement to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB. References to a Reporting Subcontractor
shall refer only to the Subcontractor of such Person and shall not refer
to
Subcontractors generally.
Residual
Certificates:
The
Class R, Class RX and Class RC Certificates.
Responsible
Officer:
When
used with respect to the Securities Administrator or the Master Servicer,
any
vice president, any assistant vice president, any assistant secretary, any
assistant treasurer, any associate or any other officer of the Securities
Administrator or the Master Servicer, customarily performing functions similar
to those performed by any of the above designated officers who at such time
shall be officers to whom, with respect to a particular matter, such matter
is
referred because of such officer’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of the Trust Agreement. When used with respect to the Trustee,
any officer of the Trustee having direct responsibility for the administration
of this transaction, or to whom corporate trust matters are referred because
of
that officer’s knowledge of and familiarity with the particular
subject.
28
Rule
144A:
Rule
144A under the Securities Act.
Rule
144A Letter:
As
defined in Section 5.02(b) of the Trust Agreement.
Sale
Agreement:
The
GreenPoint Sale Agreement.
Xxxxxxxx-Xxxxx
Certification:
As
defined in Section 13.06 of the Trust Agreement.
Scheduled
Payment:
With
respect to each Mortgage Loan, the minimum scheduled payment due under the
related mortgage note, net of any servicing fees and subservicing
fees.
Securities
Act:
The
Securities Act of 1933, as amended.
Securities
Administrator:
Xxxxx
Fargo, and if a successor securities administrator is appointed hereunder,
such
successor. So long as Xxxxx Fargo shall be the Securities Administrator,
if
Xxxxx Fargo shall resign or be terminated as Securities Administrator under
the
Trust Agreement, Xxxxx Fargo shall simultaneously resign or be terminated
as
Master Servicer.
Seller:
GreenPoint, in its capacity as seller under the Sale Agreement.
Senior
Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x)
the
sum of (i) the aggregate Class Principal Balance of the Subordinate Certificates
and (ii) the Overcollateralized Amount (in each case after taking into account
the distributions of the Principal Distribution Amount for such Distribution
Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans
as of
the first day of the month in which such Distribution Date occurs.
Senior
Specified Enhancement Percentage:
With
respect to any Distribution Date (a) prior to the Distribution Date in January
2013, approximately 18.250% and (b) on or after the Distribution Date in
January
2013, approximately 14.600%.
Sequential
Trigger Event:
Not
Applicable.
Servicer:
GreenPoint and Avelo, in each case, in its capacity as servicer under the
related Servicing Agreement, or any successor servicer appointed pursuant
to
such Servicing Agreement.
Servicing
Advances:
As
defined in the related Servicing Agreement.
Servicing
Agreement:
Each of
the GreenPoint Servicing Agreement and the Avelo Servicing
Agreement.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as the same may
be amended from time to time.
Servicing
Fee:
As
defined in the related Servicing Agreement.
29
Servicing
Fee Rate:
With
respect to each Mortgage Loan, the per
annum
rate for
such Mortgage Loan specified on the Mortgage Loan Schedule.
Servicing
File:
As
defined in the applicable Servicing Agreement.
Servicing
Function Participant:
Any
Subservicer, Subcontractor or any other Person, other than each Servicer,
the
Master Servicer, the Trustee, the Securities Administrator and any Custodian,
that is performing activities addressed by the Servicing Criteria.
Similar
Law:
As
defined in Section 5.02(b) of the Trust Agreement.
Special
Tax Consent:
The
written consent of the Holder of a Residual Certificate to any tax (or risk
thereof) arising out of a proposed transaction or activity that may be imposed
upon such Holder or that may affect adversely the value of such Holder’s
Residual Certificate.
Special
Tax Opinion:
An
Opinion of Counsel that a proposed transaction or activity will not
(a) affect adversely the status of any REMIC as a REMIC or of the Regular
Interests as the “regular interests” therein under the REMIC Provisions,
(b) affect the payment of interest or principal on the Regular Interests,
or (c) result in the encumbrance of the Mortgage Loans by a tax
lien.
Specified
Overcollateralized Amount:
Prior
to the Stepdown Date, an amount equal to 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date. On or after the Stepdown
Date but prior to the Distribution Date in January 2013, provided
a
Trigger Event is not in effect, an amount equal to the greater of (x) 1.25%
of
the aggregate Stated Principal Balance of the Mortgage Loans for that
Distribution Date and (y) the Overcollateralization Floor. On or after the
Stepdown Date and on and after the Distribution Date in January 2013,
provided
a
Trigger Event is not in effect, an amount equal to the greater of (x) 1.00%
of
the aggregate Stated Principal Balance of the Mortgage Loans for that
Distribution Date and (y) the Overcollateralization Floor. On or after the
Stepdown Date if a Trigger Event is in effect,
the
Specified Overcollateralized Amount will remain the same as the prior period’s
Specified Overcollateralized Amount until the Distribution Date on which
a
Trigger Event is no longer occurring. When the Class Principal Balance of
each
Class of Offered Certificates has been reduced to zero, the Specified
Overcollateralized Amount shall thereafter equal zero.
Standard
& Poor’s or S&P:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. If Standard & Poor’s is designated as a Rating Agency in the
Preliminary Statement, for purposes of Section 12.05(b) of the Trust Agreement
the address for notices to Standard & Poor’s shall be Standard & Poor’s,
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage
Surveillance Group - GreenPoint Mortgage Funding Trust 2006-OH1, or such
other
address as Standard & Poor’s may hereafter furnish to the Depositor and the
Servicer.
Standard
Terms:
These
Standard Terms, as amended or supplemented, incorporated by reference in
the
Master Servicing and Trust Agreement.
Startup
Day:
The
Closing Date.
30
Stated
Principal Balance:
As to
each Mortgage Loan and as of any Determination Date, (i) the sum of (a) the
principal balance of the Mortgage Loan at the Cut-off Date after giving effect
to payments of principal due on or before such date (whether or not received)
and (b) any amount by which the Stated Principal Balance of the Mortgage
Loan
has been increased for Deferred Interest pursuant to the terms of the related
Mortgage Note on or prior to the Distribution Date, minus (ii) all amounts
previously remitted to the Securities Administrator with respect to the related
Mortgage Loan representing payments or recoveries of principal including
advances in respect of scheduled payments of principal. For purposes of any
Distribution Date, the Stated Principal Balance of any Mortgage Loan will
give
effect to any scheduled payments of principal received or advanced prior
to the
related Remittance Date and any unscheduled principal payments and other
unscheduled principal collections received during the related Prepayment
Period,
and the Stated Principal Balance of any Mortgage Loan that has prepaid in
full
or has become a Liquidated Mortgage Loan during the related Prepayment Period
shall be zero.
Step
1
Assignment Agreement:
Each of
the (i) Assignment, Assumption and Recognition Agreement, dated as of December
1, 2006, between the Purchaser, GreenPoint and the Depositor; and (ii)
Assignment, Assumption and Recognition Agreement, dated as of December 1,
2006,
between the Purchaser, Avelo and the Depositor.
Step
2
Assignment Agreement:
Each of
the (i) Assignment, Assumption and Recognition Agreement, dated as of December
1, 2006, between the Depositor, the Master Servicer, the Trustee and GreenPoint;
and (ii) Assignment, Assumption and Recognition Agreement, dated as of December
1, 2006, between the Depositor, the Master Servicer, the Trustee and
Avelo.
Stepdown
Date:
The
earlier to occur of (a) the date on which the aggregate Class Principal Balance
of the Class A Certificates has been reduced to zero and (b) the later to
occur
of (i) the Distribution Date in January 2010 and (ii) the first Distribution
Date on which the Senior Enhancement Percentage is greater than or equal
to the
Senior Specified Enhancement Percentage.
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or
more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of the Master Servicer, any
Servicer, any subservicer or the Securities Administrator, as the case may
be.
Subordinate
Certificates:
As
specified in the Preliminary Statement.
Subsequent
Recoveries:
Amounts
received with respect to any Liquidated Mortgage Loan after it has become
a
Liquidated Mortgage Loan.
Substitution
Adjustment Amount:
With
respect to any Servicing Agreement in which substitution is permitted, or
with
respect to a Mortgage Loan substituted by the Purchaser, an amount of cash
received from the applicable Servicer or the Purchaser, as applicable, in
connection with a substitution for a Deleted Mortgage Loan.
31
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 4.05 of this Agreement,
consisting of the Interest Rate Swap Agreement, subject to the obligation
to pay
amounts specified in Section 4.05.
Swap
LIBOR:
A per
annum rate equal to One-Month LIBOR as determined under the Interest Rate
Swap
Agreement and adjusted to take into account the day count convention used
to
determine the Net Swap Receipt Amount from the Swap Provider and expressing
such
rate as so determined on a 30/360 basis.
Swap
Provider:
Barclays Bank PLC, a public limited company registered in England and Wales,
and
its successors in interest, and any successor swap provider under any
replacement Interest Rate Swap Agreement.
Swap
Termination Payment:
Any
payment payable by the Supplemental Interest Trust or the Swap Provider upon
termination of the Interest Rate Swap Agreement as a result of an Event of
Default (as defined in the Interest Rate Swap Agreement) or a Termination
Event
(as defined in the Interest Rate Swap Agreement).
Tax
Matters Person:
The
Holder of the Class RC, Class R and Class RX Certificates is designated as
“tax
matters person” of (i) the Lower-Tier REMIC, (ii) the Middle-Tier REMIC and the
Upper-Tier REMIC and (iii) the Class RX REMICs, respectively, in the manner
provided under Treasury Regulations Section 1.806F-4(d) and Treasury Regulations
Section 301.6234(a)(7)-1.
Telerate
Page 3750:
The
display page currently so designated on the Bridge Telerate Service (or such
other page as may replace that page on that service for displaying comparable
rates or prices).
Terminating
Purchase:
The
purchase of all Mortgage Loans and each REO Property owned by the Trustee
on
behalf of the Trust Fund pursuant to Section 11.01 of the Trust
Agreement.
Termination
Price:
The
greater of (i) Par Value and (ii) the Fair Market Value Price.
Total
Monthly Excess Spread:
As to
any Distribution Date, an amount equal to the excess if any, of (i) the interest
collected (prior to the related Remittance Date) or advanced on the Mortgage
Loans for Due Dates during the related Due Period (net of Expense Fees)
minus
Net Swap
Payment Amounts and any Swap Termination Payments owed to the Swap Provider
other than a Defaulted Swap Termination Payment over (ii) the sum of the
interest payable to the Offered Certificates (other than the Residual
Certificates) on such Distribution Date pursuant to Section 4.01(a)(i) of
the
Trust Agreement.
32
Transaction
Documents:
The
Trust Agreement, the Assignment Agreements and any other document or agreement
entered into in connection with the Trust Fund, the Certificates or the Mortgage
Loans.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
Transfer
Affidavit:
As
defined in Section 5.02(c)(ii) of the Trust Agreement.
Transferor
Certificate:
As
defined in Section 5.02(b) of the Trust Agreement.
Trigger
Event:
With
respect to any Distribution Date, the circumstances in which the quotient
(expressed as a percentage) of (x) the rolling three month average of the
aggregate unpaid principal balance of the Mortgage Loans that are sixty (60)
days delinquent or more, including Mortgage Loans in foreclosure, all REO
properties and Mortgage Loans where the mortgagor has filed for bankruptcy,
and
(y) the aggregate unpaid principal balance of the Mortgage Loans, as of the
last
day of the related Due Period, equals or exceeds 38.75% of the Senior
Enhancement Percentage as of the last day of the prior Due Period; or (ii)
the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Prepayment Period divided by the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds the
applicable percentages described below with respect to such Distribution
Date:
|
Distribution
Date Occurring In
|
Loss
Percentage
|
|
|
January
2009 - December 2009
|
0.200%
for the first month, plus an additional 1/12th of 0.250% for each
month
thereafter
|
|
|
January
2010 - December 2010
|
0.450%
for the first month, plus an additional 1/12th of 0.350% for each
month
thereafter
|
|
|
January
2011 - December 2011
|
0.800%
for the first month, plus an additional 1/12th of 0.350% for each
month
thereafter
|
|
|
January
2012 - December 2012
|
1.150%
for the first month, plus an additional 1/12th of 0.450% for each
month
thereafter
|
|
|
January
2013 - December 2013
|
1.600%
for the first month, plus an additional 1/12th of 0.150% for each
month
thereafter
|
|
|
January
2014 and thereafter
|
1.750%
|
Trust:
The
express trust created under Section 2.01(c) of the Trust Agreement.
Trust
Agreement
or
Agreement:
The
Master Servicing and Trust Agreement as supplemented by these Standard
Terms.
33
Trust
Fund:
The
corpus of the trust created hereunder consisting of (i) the Mortgage Loans
and
all interest and principal received on or with respect thereto after the
related
Cut-off Date, other than such amounts which were due on the Mortgage Loans
on or
before the related Cut-off Date; (ii) the Excess Reserve Fund Account, the
Certificate Account, and all amounts deposited therein pursuant to the
applicable provisions of the Trust Agreement; (iii) property that secured
a
Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure
or otherwise; (iv) the rights of the Trustee on behalf of the Trust Fund
under
the Step 2 Assignment Agreements (including, without limitation, any rights
conveyed therein to enforce the obligations of a Relevant Party under the
respective Sale Agreement (including, without limitation, the rights to enforce
a Relevant Party’s repurchase obligations with respect to any First Payment
Default Mortgage Loan, subject to the limitations provided under Section
2.02 of
the Trust Agreement)); (v) the rights of the Securities Administrator under
the
Interest Rate Swap Agreement; and (vi) all proceeds of the conversion, voluntary
or involuntary, of any of the foregoing. The Trust Fund created hereunder
is
referred to as the GreenPoint Mortgage Funding Trust 2006-OH1.
Trust
REMIC:
As
specified in the Preliminary Statement.
Trustee:
Deutsche Bank, and its successors in interest and assigns, and, if a successor
trustee is appointed hereunder, such successor.
Underwriters’
Exemption:
Any
exemption listed in footnote 1 of, and amended by, Prohibited Transaction
Exemption 2002-41, 67 Fed. Reg. 54487 (2002), or amended by Prohibited
Transaction Exemption 2002-19, 67 Fed. Reg. 14979, or any successor
exemption.
Unpaid
Interest Amount:
As of
any Distribution Date and any Class of Certificates, the sum of (a) the portion
of the Accrued Certificate Interest Distribution Amount from Distribution
Dates
remaining unpaid prior to the current Distribution Date and (b) interest
on the
amount in clause (a) at the applicable Pass-Through Rate (to the extent
permitted by applicable law).
U.S.
Person:
(i) A
citizen or resident of the United States; (ii) a corporation (or entity treated
as a corporation for tax purposes) created or organized in the United States
or
under the laws of the United States or of any State thereof, including, for
this
purpose, the District of Columbia; (iii) a partnership (or entity treated
as a
partnership for tax purposes) organized in the United States or under the
laws
of the United States or of any State thereof, including, for this purpose,
the
District of Columbia (unless provided otherwise by future Treasury regulations);
(iv) an estate whose income is includible in gross income for United States
income tax purposes regardless of its source; or (v) a trust, if a court
within
the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the last
clause
of the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as U.S. Persons
prior to such date, may elect to continue to be U.S. Persons.
Upper-Tier
Regular Interest:
As
described in the Preliminary Statement.
34
Upper-Tier
REMIC:
As
described in the Preliminary Statement.
Voting
Rights:
The
portion of the voting rights of all of the Certificates which is allocated
to
any Certificate. As of any date of determination, (a) 1% of all Voting Rights
shall be allocated to the Class X Certificates, if any (such Voting Rights
to be
allocated among the Holders of Certificates of such Class in accordance with
their respective Percentage Interests), (b) 1% of all Voting Rights shall
be
allocated to the Class P Certificates, if any (such Voting Rights to be
allocated among the Holders of Certificates of such Class in accordance with
their respective Percentage Interests), and (c) the remaining Voting Rights
shall be allocated among Holders of the each Class of Offered Certificates
in
proportion to the Certificate Balances of their respective Certificates on
such
date.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, N.A., a national banking association, and its successors in interest
and assigns.
35
