STARM MORTGAGE LOAN TRUST 2007-1 MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-1 MASTER SERVICING and TRUST AGREEMENT among GS MORTGAGE SECURITIES CORP., as Depositor, DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee, SUNTRUST BANK, as a Custodian,...
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2007-1
MASTER
SERVICING
and
TRUST
AGREEMENT
among
GS
MORTGAGE SECURITIES CORP.,
as
Depositor,
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee,
SUNTRUST
BANK,
as
a Custodian,
and
XXXXX
FARGO BANK, N.A.,
as
Securities Administrator and Master Servicer
Dated
as of February 1, 2007
TABLE
OF CONTENTS
Page
|
ARTICLE
I
DEFINITIONS
|
1
|
|
|
Section
1.01
|
Standard
Terms.
|
1
|
|
Section
1.02
|
Defined
Terms.
|
2
|
|
ARTICLE
II
FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS; APPOINTMENT OF
CUSTODIAN
|
14
|
|
|
Section
2.01
|
Conveyance
to the Trustee
|
14
|
|
Section
2.02
|
Acceptance
by the Trustee.
|
15
|
|
Section
2.03
|
REMIC
Elections and REMIC Designation.
|
15
|
|
Section
2.04
|
Appointment
of Custodian
|
17
|
|
ARTICLE
III
REMITTING TO CERTIFICATEHOLDERS
|
18
|
|
|
Section
3.01
|
Distributions
to Certificateholders.
|
18
|
|
Section
3.02
|
Allocation
of Realized Losses and Shortfalls.
|
21
|
|
Section
3.03
|
Crossover
Amounts.
|
23
|
|
ARTICLE
IV
THE SECURITIES
|
24
|
|
|
Section
4.01
|
The
Certificates.
|
24
|
|
Section
4.02
|
Denominations.
|
24
|
|
Section
4.03
|
Redemption
of Certificates.
|
24
|
|
Section
4.04
|
Securities
Laws Restrictions.
|
25
|
|
ARTICLE
V
MISCELLANEOUS PROVISIONS
|
25
|
|
|
Section
5.01
|
Request
for Opinions.
|
25
|
|
Section
5.02
|
Schedules
and Exhibits.
|
25
|
|
Section
5.03
|
Governing
Law.
|
25
|
|
Section
5.04
|
Counterparts.
|
25
|
|
Section
5.05
|
Notices.
|
25
|
SCHEDULES
AND EXHIBITS
|
Schedule
I
|
Mortgage
Loans
|
|
Exhibit
A
|
Forms
of Certificates
|
|
Exhibit
B
|
Custodial
Agreement
|
THIS
MASTER SERVICING AND TRUST AGREEMENT dated as of February 1, 2007 (this
“Trust
Agreement”),
is
hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware
corporation (the “Depositor”),
DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (in such capacity, the
“Trustee”),
SUNTRUST BANK, as custodian (the “Custodian”),
and
XXXXX FARGO BANK, N.A., as securities administrator (in such capacity, the
“Securities
Administrator”)
and
master servicer (in such capacity, the “Master
Servicer”).
PRELIMINARY
STATEMENT
WHEREAS,
the Depositor is duly authorized to form STARM Mortgage Loan Trust 2007-1 as
a
trust (the “Trust”
or
the
“Trust
Fund”)
to
issue a series of securities with an aggregate initial outstanding principal
balance of $545,100,629 to be known as the Mortgage Pass-Through Certificates,
Series 2007-1 (the “Certificates”).
The
Trust Fund is formed by this Trust Agreement, which fully incorporates by
reference the Standard Terms to Master Servicing and Trust Agreement February
2007 Edition (the “Standard
Terms”).
The
Certificates in the aggregate evidence the entire beneficial ownership in the
Trust Fund. The Certificates consist of the 12 Classes of publicly offered
certificates and 3 Classes of privately placed certificates set forth in Section
2.03(b) herein.
WHEREAS,
pursuant to Section 11.01 of the Standard Terms, the Securities Administrator,
on behalf of the Trust Fund, will make an election to treat all of the assets
of
the Trust Fund as two real estate mortgage investment conduits (each, a
“REMIC”
and,
individually, “REMIC I”
and
“REMIC II”)
for
federal income tax purposes. The “startup
day”
of
each
REMIC for purposes of the REMIC Provisions is the Closing Date.
NOW,
THEREFORE, in consideration of the mutual promises, covenants, representations
and warranties hereinafter set forth, the Depositor, the Trustee, the Custodian,
the Securities Administrator and the Master Servicer agree as
follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Standard
Terms.
The
Depositor, the Trustee, the Custodian, the Securities Administrator and the
Master Servicer acknowledge that the Standard Terms prescribe certain
obligations of each such entity, with respect to the Certificates. The
Depositor, the Trustee, the Securities Administrator, the Custodian and the
Master Servicer agree to observe and perform such prescribed duties,
responsibilities and obligations, pursuant to the terms and conditions thereof
and of this Trust Agreement, and acknowledge that, except to the extent
inconsistent with the provisions of this Trust Agreement, the Standard Terms
are
and shall be a part of this Trust Agreement to the same extent as if set forth
herein in full.
Section
1.02 Defined
Terms.
Capitalized
terms used but not defined herein shall have the respective meanings assigned
to
them in Section 1.01 of the Standard Terms or in the Sale and Servicing
Agreement. In the event of a conflict between the Standard Terms and the Sale
and Servicing Agreement, the Sale and Servicing Agreement shall govern. In
the
event of a conflict between the Standard Terms and this Trust Agreement, this
Trust Agreement shall govern. As used herein, the following terms shall have
the
respective meanings assigned thereto:
“Accrued
Certificate Interest”:
With
respect to any Class of Certificates and any Distribution Date the sum of (a)
Certificate Interest for the related Interest Accrual period for such Class
of
Certificates and (b) the aggregate of all Accrued Certificate Interest that
remains unpaid from prior Distribution Dates.
“Administrative
Cost Rate”:
For
each Mortgage Loan, the applicable Servicing Fee Rate plus
the
Master Servicing Fee Rate plus
the
Lender Paid Mortgage Insurance Rate, if applicable.
“Affected
Senior Certificate”:
As
defined in Section 3.03 hereof.
“Affected
Subordinate Certificate”:
As
defined in Section 3.01(g) hereof.
“Assignment
Agreements”:
Each
of the Step 1 Assignment Agreement and the Step 2 Assignment Agreement,
collectively.
“Available
Distribution Amount”:
For
any Distribution Date and any Loan Group, the aggregate for all of the Mortgage
Loans in such Loan Group of the following amounts:
(1) the
total
amount of all cash received from or on behalf of the Borrowers or advanced
by
the Servicer (or the Master Servicer or other successor master servicer) as
successor servicer in the event the Servicer fails to make such required
advances, or by the Trustee in its capacity as successor master servicer in
the
event the Master Servicer fails to make any such required advances, in each
case
pursuant to Section 3.05 of the Standard Terms on the Mortgage Loans in such
Loan Group and not previously distributed, Compensating Interest Payments made
by the Servicer (or the Master Servicer or the Trustee in its capacity as
successor Master Servicer, as the case may be) and proceeds of Mortgage Loans
that are liquidated, except:
(a) all
Scheduled Payments collected but due on a Due Date after such Distribution
Date;
(b) all
Curtailments received after the previous calendar month;
(c) all
Payoffs received after the previous calendar month (together with any interest
payment received with such Payoffs to the extent that such Payoffs represent
the
payment of interest accrued on such Mortgage Loans for the period after the
previous calendar month);
(d) Liquidation
Proceeds and Insurance Proceeds received on the Mortgage Loans in such Loan
Group after the previous calendar month;
(e) all
amounts in the REMIC I Distribution Account from Mortgage Loans in the related
Loan Groups that are then due and payable to the applicable Servicer under
the
related Sale and Servicing Agreement;
(f) the
Servicing Fee, the Master Servicing Fee and the Lender Paid Mortgage Insurance
Amount for each Mortgage Loan in such Loan Group, net of any amounts payable
as
compensating interest by the applicable Servicer on that Distribution
Date;
(g) any
Crossover Amount from such Loan Group required to be allocated to any other
Loan
Group pursuant to Section 3.03; and
(h) such
Loan
Group’s share of all related indemnification amounts and other amounts
reimbursable on such Distribution Date to the Master Servicer, the Securities
Administrator, the Custodian and the Trustee as provided herein or in the
Standard Terms.
(2) the
total
amount of any cash received by the Securities Administrator or the Servicer
(or
the Master Servicer or the Trustee) from the repurchase by the Seller, the
Depositor or GSMC of any Mortgage Loans pursuant to any Assignment Agreement
or
Sale and Servicing Agreement, together with any Substitution Adjustment Amount
received by the Securities Administrator in connection with the substitution
by
the Depositor of a Qualified Substitute Mortgage Loan for a Deleted Mortgage
Loan pursuant to Section 2.03 of the Standard Terms to this Trust Agreement,
in
each case as a result of defective documentation or breach of representations
and warranties (provided that the obligation to repurchase arose before the
related Due Date);
(3) any
Crossover Amount from any other Loan Group required to be allocated to such
Loan
Group pursuant to Section 3.03; and
(4) any
Subsequent Recoveries received with respect to the Mortgage Loans in such Loan
Group.
“Bankruptcy
Coverage”:
For
any Distribution Date, an amount equal to the greater of
(i)(x) $202,882.86, or such lesser amount as may be determined by the
Depositor from time to time upon written confirmation from each Rating Agency
that the use of such lesser amount will not adversely affect the then current
ratings assigned to any Class of Certificates by such Rating Agency,
minus
(y) the aggregate amount of Bankruptcy Losses allocated to the Certificates
prior to such date and (ii) zero.
“Book-Entry
Certificates”:
The
Senior Certificates (other than the Residual Certificates) and the Subordinate
Certificates.
“Certificate
Group”:
Any of
the Group 1 Certificates, the Group 2 Certificates and the Group 3 Certificates,
as applicable.
“Certificate
Interest”:
For
each Class of Certificates, on each Distribution Date, an amount equal to the
product of (a) the Certificate Rate for such Class, (b) a fraction,
the numerator of which is 30 and the denominator of which is 360, and
(c) the applicable Class Principal Balance, as applicable.
“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 Section 2.03 hereof.
“Certificates”:
The
Class 1A1, Class 1A2, Class 2A1, Class 2A2, Class 3A1, Class 3A2, Class 3A3,
Class B1, Class B2, Class B3, Class B4, Class B5, Class B6, Class RC and Class
R
Certificates.
“Class”:
Each
class of Certificates or REMIC Interests.
“Class
B Certificates”:
The
Class B1, Class B2, Class B3, Class B4, Class B5, and Class B6
Certificates.
“Class
I Interests”:
The
Class I-1B, Class I-1Q, Class I-2B, Class I-2Q, Class I-3B and Class I-3Q
Interests, each of which shall constitute a class of regular interests in REMIC
I.
“Class
Principal Balance”:
With
respect to each Class of Certificates or Interests, as of the close of business
on any Distribution Date, the initial balance of such Class of Certificates
or
Interests set forth in Section 2.03(b) reduced by (a) all principal payments
(other than payments in reimbursement of Realized Losses) previously distributed
to such Class of Certificates or Interests in accordance with the Trust
Agreement, and (b) all Realized Losses, if any, previously allocated to such
Class of Certificates or Interests pursuant to the Trust Agreement, and
increased by (c) the amount of any Subsequent Recoveries allocated to that
Class.
“Class
R Certificates”:
The
Certificates constituting the sole class of “residual interest” (as defined in
Code Section 860G(a)(2)) in REMIC II.
“Class
RC Certificates”:
The
Certificates constituting the sole class of “residual interest” (as defined in
Code Section 860G(a)(2)) in REMIC I.
“Closing
Date”:
February 23, 2007.
“CMT
Rate”:
Not
applicable.
“Crossover
Amounts”:
Amounts related to a Loan Group that are required to be paid to the Senior
Certificates related to another Loan Group pursuant to Section
3.03.
“Curtailments”:
Voluntary partial prepayments on a Mortgage Loan (i.e.,
not
including Payoffs, Liquidation Proceeds, Insurance Proceeds, or Condemnation
Proceeds).
“Custodial
Agreement”:
The
custodial agreement dated as of December 1, 2006, between GSMC and the
Custodian, a copy of which is attached hereto as Exhibit B.
“Custodian”:
SunTrust Bank, in its capacity as custodian under the Custodial Agreement,
and
any successor Custodian thereunder.
“Cut-Off
Date”:
February 1, 2007.
“Delinquency/Loss
Test”:
The
test as to whether on any Distribution Date: (A) the aggregate outstanding
principal balance of the Mortgage Loans delinquent 60 days or more (including
Mortgage Loans in bankruptcy or foreclosure and REO Property) averaged over
the
immediately preceding three-month period is less than or equal to 50% of the
aggregate outstanding Class Principal Balance of the Subordinate Certificates
as
of such Distribution Date, and (B) cumulative Realized Losses as of each
Distribution Date prior to March 2015, March 2016, March 2017 and
March
2018 (and each March thereafter) do not exceed 30%, 35%, 40%, 45% and 50%,
respectively, of the aggregate initial Class Principal Balance of Subordinate
Certificates.
“Distribution
Date”:
The
25th day of each month, or if such day is not a Business Day, the next Business
Day following such day. The initial Distribution Date shall be March 26,
2007.
“Due
Date”:
For
any Mortgage Loan, the first day in each calendar month.
“Due
Period”:
With
respect to each Distribution Date, the period beginning on the second day of
the
month preceding the month of such Distribution Date and ending on, and
including, the first day of the month of such Distribution Date.
“Excess
Bankruptcy Losses”:
For
any Distribution Date, the amount of Bankruptcy Losses for such Distribution
Date in excess of the Bankruptcy Coverage for such Distribution
Date.
“Excess
Fraud Losses”:
For
any Distribution Date, the amount of Fraud Losses for such Distribution Date
in
excess of the Fraud Coverage for such Distribution Date.
“Excess
Special Hazard Losses”:
For
any Distribution Date, the amount of Special Hazard Losses for such Distribution
Date in excess of the Special Hazard Coverage for such Distribution
Date.
“Excess
Special Losses”:
Collectively, Excess Fraud Losses, Excess Bankruptcy Losses and Excess Special
Hazard Losses.
“Fitch”:
Fitch
Ratings, and its successors in interest.
“Fraud
Coverage”:
For
any Distribution Date, an amount equal to (i) the following percentage of
the aggregate Scheduled Principal Balance of all Mortgage Loans, as of the
Due
Date in the preceding calendar month (or, in the case of the first Distribution
Date, as of the Cut-Off Date): (A) for the period from and including the
Cut-Off Date to but excluding the date of the third anniversary of the Cut-Off
Date, 1.00% and (B) for the period from and including the date of the
fourth anniversary of the Cut-Off Date to but excluding the date of the fifth
anniversary of the Cut-Off Date, 1.00%, minus
(ii) the aggregate amount of Fraud Losses allocated to the Certificates on
or prior to such Distribution Date. On the date of the sixth anniversary of
the
Cut-Off Date, and for each Distribution Date thereafter, the Fraud Coverage
shall be zero. In no event may the Fraud Coverage be less than
zero.
“Group
1 Certificates”:
The
Class R, Class RC, Class 1A1 and Class 1A2 Certificates. The Group 1
Certificates are related to Loan Group 1.
“Group
2 Certificates”:
The
Class 2A1 and Class 2A2 Certificates. The Group 2 Certificates are related
to
Loan Group 2.
“Group
3 Certificates”:
The
Class 3A1, Class 3A2 and Class 3A3 Certificates. The Group 3 Certificates are
related to Loan Group 3.
“Group
1 Loans”:
The
Mortgage Loans in Loan Group 1.
“Group
2 Loans”:
The
Mortgage Loans in Loan Group 2.
“Group
3 Loans”:
The
Mortgage Loans in Loan Group 3.
“Group
Subordinate Amount”:
As to
any Distribution Date and (i) the Mortgage Loans in Loan Group 1, shall be
equal
to the excess of the aggregate Scheduled Principal Balance of the Mortgage
Loans
in Loan Group 1 for the preceding Distribution Date over the aggregate Class
Principal Balance of the Group 1 Certificates after giving effect to
distributions on such preceding Distribution Date; (ii) the Mortgage Loans
in
Loan Group 2, shall be equal to the excess of the aggregate Scheduled Principal
Balance of the Mortgage Loans in Loan Group 2 for the preceding Distribution
Date over the aggregate Class Principal Balance of the Group 2 Certificates
after giving effect to distributions on such preceding Distribution Date; and
(iii) the Mortgage Loans in Loan Group 3, shall be equal to the excess of the
aggregate Scheduled Principal Balance of the Mortgage Loans in Loan Group 3
for
the preceding Distribution Date over the aggregate Class Principal Balance
of
the Group 3 Certificates after giving effect to distributions on such preceding
Distribution Date
“GSMC”:
Xxxxxxx Xxxxx Mortgage Company, a New York limited partnership, and its
successors in interest.
“Interest
Accrual Period”:
For
any Distribution Date and each Class of Certificates, the calendar month
preceding the month in which such Distribution Date occurs, calculated on the
basis of a 360-day year consisting of twelve thirty-day months.
“Interest
Only Certificates”:
Not
applicable.
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Master
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“Junior
Subordinate Certificates”:
The
Class B4, Class B5 and Class B6 Certificates.
“Lender
Paid Mortgage Insurance Amount”:
With
respect to any Lender Paid Mortgage Insurance Loan, the interest portion of
each
Scheduled Payment that is paid by the related Borrower that will be used by
the
Servicer to pay the monthly premium of the “lender paid” primary insurance
policy on such Lender Paid Mortgage Insurance Loan, which is calculated by
multiplying the Scheduled Principal Balance as of the related date of
determination on such Lender Paid Mortgage Insurance Loan by the applicable
Lender Paid Mortgage Insurance Rate.
“Lender
Paid Mortgage Insurance Loan”:
Not
applicable.
“Lender
Paid Mortgage Insurance Rate”:
With
respect to any Lender Paid Mortgage Insurance Loan, a per annum rate equal
to
the percentage indicated on the Mortgage Loan Schedule under the heading “Lender
Paid Mortgage Insurance Rate.”
“LIBOR”:
Not
applicable.
“LIBOR
Certificates”:
Not
applicable.
“LIBOR
Determination Date”:
Not
applicable.
“Liquidated
Mortgage Loan”:
A
Mortgage Loan for which the Servicer has determined that it has received all
amounts that it expects to recover from or on account of the Mortgage Loan,
whether from Insurance Proceeds, Liquidation Proceeds, the liquidation of any
assets pledged for the further security of such Mortgage Loan in addition to
the
Mortgaged Property or otherwise.
“Liquidation
Principal”:
For
any Distribution Date, the principal portion of Liquidation Proceeds received
with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during
the calendar month preceding the month of the Distribution Date.
“Loan
Group 1”:
The
aggregate of the Mortgage Loans identified on Schedule I as being included
in
Loan Group 1.
“Loan
Group 2”:
The
aggregate of the Mortgage Loans identified on Schedule I as being included
in
Loan Group 2.
“Loan
Group 3”:
The
aggregate of the Mortgage Loans identified on Schedule I as being included
in
Loan Group 3.
“London
Business Day”:
Not
applicable.
“Master
Servicer”:
Xxxxx
Fargo Bank, N.A., its successors and assigns, including any successor master
servicer.
“Master
Servicer Investment Period”:
Not
applicable.
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“Master
Servicing
Fee”:
With
respect to each Distribution Date and each Mortgage Loan, the aggregate amount
payable to the Master Servicer with respect to such Mortgage Loan, which amount
payable is equal to one-twelfth of the Master Servicing Fee Rate multiplied
by
the Scheduled Principal Balance of such Mortgage Loan as of the beginning of
the
Due Period related to such Distribution Date.
“Master
Servicing
Fee Rate”:
For
each Mortgage Loan, a per annum rate of 0.015%.
“Moody’s”:
Not
applicable.
“Mortgage
Loans”:
The
mortgage loans listed on Schedule I hereto.
“Net
Rate”:
With
respect to each Mortgage Loan, the interest rate of such Mortgage Loan less
the
Administrative Cost Rate applicable to such Mortgage Loan. For purposes of
calculating the Certificate Rates of the REMIC Interests and Certificates,
the
Net Rate of a Mortgage Loan shall be calculated without regard to any
modification, waiver or amendment of the interest rate of the Mortgage Loan,
whether agreed to by any Servicer or resulting from a bankruptcy, insolvency
or
similar proceeding involving the related Borrower. Further, in the case of
any
Distribution Date and any Mortgage Loan that has a first payment date after
the
first day of the related Due Period, the Net Rate of such Mortgage Loan shall
be
treated as zero for purposes of calculating the Certificate Rates of the REMIC
Interests and the Certificates.
“Net
WAC Rate”:
With
respect to any Distribution Date and each Loan Group, the per annum rate equal
to a fraction (i) the numerator of which is the sum, for each Mortgage Loan
in such Loan Group, of the product of (x) the Net Rate in effect for such
Mortgage Loan as of the beginning of the related Due Period and (y) the
Scheduled Principal Balance of such Mortgage Loan as of the beginning of the
related Due Period (after taking into account scheduled payments of principal
on
such date), and (ii) the denominator of which is the aggregate Scheduled
Principal Balance of the Mortgage Loans in such Loan Group as of the beginning
of the related Due Period.
“Payoffs”:
Voluntary prepayments in full on a Mortgage Loan.
“Prepayment
Period”:
As to
each Distribution Date, the preceding calendar month.
“Principal
Payment Amount”:
For
any Distribution Date and any Loan Group, the sum, for all Mortgage Loans in
such Loan Group, of the portion of Scheduled Payments due on the Due Date
immediately before the Distribution Date that are allocable to principal on
the
Mortgage Loans in such Loan Group.
“Principal
Prepayment Amount”:
For
any Distribution Date and any Loan Group, the sum, for all of the Mortgage
Loans
in such Loan Group, of all Payoffs and Curtailments that were received during
the related Prepayment Period.
“Private
Certificate”:
Any
Class B4, Class B5 or Class B6 Certificate.
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“Rating
Agency”:
(a) As to each Class of Certificates other than the Class B1, Class B2,
Class B3, Class, B4, Class B5 and Class B6 Certificates, S&P and (b) as to
each Class of Certificates other than the Class B6 Certificates,
Fitch.
“Record
Date”:
For
any Distribution Date and any Class of Certificates, the last Business Day
of
the related Interest Accrual Period.
“Reference
Banks”:
Not
applicable.
“Regular
Certificates”:
The
Senior Certificates (other than the Residual Certificates) and the Subordinate
Certificates.
“Regular
Interests”:
The
REMIC
I
Regular Interests.
“REMIC”:
REMIC
I.
“REMIC
Interests”:
Each
Class of Regular Interests and the Class RC and Class R Certificates issued
pursuant to Section 2.03.
“REMIC
I”:
One of
the real estate mortgage investment conduits created
in the Trust, the assets of which consist of the Mortgage Loans and the REMIC
I
Distribution Account.
“REMIC
I Regular Interests”:
The
regular interests issued by REMIC I, consisting of the Class I
Interests.
“REMIC
I Subordinated Balance Ratio”:
The
ratio
among the principal balances of the Class I-1B Interest, Class I-2B Interest
and
Class I-3B Interest equal to the ratio among the Group Subordinate Amounts
for
each of Loan Group 1, Loan Group 2 and Loan Group 3.
“REMIC
II”:
One of
the real estate mortgage investment conduits created in the Trust, the assets
of
which consist of the Certificate Account and the REMIC I Regular
Interests.
“REMIC
II Regular Interests”:
The
regular interests issued by REMIC II, consisting of the Certificates (other
than
the Residual Certificates).
“Remittance
Date”:
The
18th
day of
each month, or if such day is not a Business Day, the business day immediately
preceding such date, as set forth in the Sale and Servicing
Agreement.
“Residual
Certificates”:
The
Class R and Class RC Certificates.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., and its successors in interest.
“Sale
and Servicing Agreement”:
The
Amended and Restated Flow Seller’s Warranties and Servicing Agreement dated as
of December 1, 2005, as amended by Amendment No. 1 dated as of July 1, 2006,
in
each case by and between SunTrust and GSMC, as modified by the related
Assignment Agreements.
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“Scheduled
Payment”:
For
each Mortgage Loan, payments of interest and principal scheduled to be paid
on
each Due Date in accordance with the terms of related Mortgage
Note.
“Securities
Administrator”:
Xxxxx
Fargo Bank, N.A. in its capacity as Securities Administrator under this Trust
Agreement, or its successor in interest in such capacity.
“Securities
Administrator Fee”:
Not
applicable.
“Seller”:
SunTrust Mortgage, Inc.
“Senior
Certificates”:
Collectively, the Class 1A1, Class 1A2, Class 2A1, Class 2A2, Class 3A1, Class
3A2, Class 3A3, Class R and Class RC Certificates.
“Senior
Liquidation Amount”:
For
any Distribution Date and any Loan Group, shall equal the aggregate, for each
Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during
the calendar month preceding the month of that Distribution Date, of the lesser
of (i) the applicable Senior Percentage of the Scheduled Principal Balance
of that Mortgage Loan and (ii) the applicable Senior Prepayment Percentage
of the Liquidation Principal derived from such Mortgage Loan.
“Senior
Percentage”:
For
any Distribution Date and any Loan Group, shall equal the lesser of
(a) 100% and (b) the sum of the Class Principal Balances (immediately
before such Distribution Date) of the Senior Certificates related to such Loan
Group, divided by the
aggregate Scheduled Principal Balance of the Mortgage Loans in such Loan Group
as of the beginning of the Due Period related to such Distribution
Date.
“Senior
Prepayment Amount”:
For
any Distribution Date and any Loan Group, the product of (i) the applicable
Senior Prepayment Percentage and (ii) the Principal Prepayment Amount for
such Loan Group received during the related Prepayment Period.
“Senior
Prepayment Percentage”:
For
each Distribution Date and any Loan Group, the applicable Senior Percentage
for
such Distribution Date, plus
the
percentage of the Subordinate Percentage for the applicable Loan Group or Loan
Groups identified below for the period during which such Distribution Date
occurs:
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|
Distribution
Date
|
Percent
of Applicable
Subordinate
Percentage
|
|
|
March
2007 through February 2014
|
100%
|
|
|
March
2014 through February 2015
|
70%
|
|
|
March
2015 through February 2016
|
60%
|
|
|
March
2016 through February 2017
|
40%
|
|
|
March
2017 through February 2018
|
20%
|
|
|
March
2018 and thereafter
|
0%
|
provided,
however,
that,
(i) on any Distribution Date, if the Senior Percentage for any Loan Group for
such Distribution Date exceeds the initial Senior Percentage of such Loan Group
as of the Closing Date, then the Senior Prepayment Percentage for such Loan
Group and that Distribution Date shall equal 100%; (ii) if before the
Distribution Date in March 2010, (x) the combined Subordinate Percentage
for all Loan Groups for such Distribution Date is greater than or equal to
twice
the combined Subordinate Percentage as of the Closing Date and (y) the
aggregate amount of Realized Losses realized on the Mortgage Loans in all Loan
Groups is less than or equal to 20% of the initial aggregate Class Principal
Balance of the Subordinate Certificates, then the Senior Prepayment Percentage
for such Loan Group for such Distribution Date shall equal the Senior Percentage
for the such Loan Group plus 50% of the Subordinate Percentage for that
Distribution Date; and (iii) if on or after the Distribution Date in March
2010, (x) the Subordinate Percentage for all Loan Groups for such
Distribution Date is greater than or equal to twice the combined Subordinate
Percentage as of the Closing Date and (y) the aggregate amount of Realized
Losses realized on the Mortgage Loans in all Loan Groups is less than or equal
to 30% of the initial aggregate Class Principal Balance of the Subordinate
Certificates, then the Senior Prepayment Percentage for each Loan Group for
such
Distribution Date shall equal the Senior Percentage for such Loan Group for
such
Distribution Date; and provided,
further,
that if
the Delinquency/Loss Test is not satisfied for any Loan Group as of the
respective Distribution Date, the Subordinate Percentage for such Loan Group
used to calculate the Senior Prepayment Percentage for the related Distribution
Date shall equal 100%. If on any Distribution Date the allocation to the Senior
Certificates in the percentage required would reduce the sum of the Class
Principal Balances of the Senior Certificates related to a Loan Group below
zero, the Senior Prepayment Percentage for such Distribution Date and such
Loan
Group shall be limited to the percentage necessary to reduce such sum to
zero.
“Senior
Principal Distribution Amount”:
For
each Distribution Date and each Loan Group, the sum of: (i) the applicable
Senior Percentage of the Principal Payment Amount for such Loan Group, (ii)
the
applicable Senior Prepayment Percentage of the Principal Prepayment Amount
for
such Loan Group, (iii) the Senior Liquidation Amount for such Loan Group, (iv)
Crossover Amounts (allocable to principal), if any, received from the other
Loan
Groups and (v) the applicable Senior Prepayment Percentage of any Subsequent
Recoveries, with respect to the Mortgage Loans in such Loan
Group.
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“Senior
Subordinate Certificates”:
The
Class B1, Class B2 and Class B3 Certificates.
“Senior
Support Certificates”:
The
Class 1A2, Class 2A2 and Class 3A3 Certificates.
“Servicer”:
SunTrust Mortgage, Inc.
“Servicing
Fee”:
With
respect to each Distribution Date and each Mortgage Loan, the aggregate amount
payable to the Servicer with respect to such Mortgage Loan, which amount payable
is equal to one-twelfth of the Servicing Fee Rate multiplied by the Scheduled
Principal Balance of such Mortgage Loan as of the beginning of the Due Period
related to such Distribution Date.
“Servicing
Fee Rate”:
For
each Mortgage Loan, a per annum rate equal to 0.375%.
“Special
Hazard Coverage”:
For
each Distribution Date, an amount equal to the greater of (i) the greatest
of (A) the aggregate Scheduled Principal Balance of Mortgage Loans related
to Mortgaged Properties located in the single California zip code area with
the
largest aggregate Scheduled Principal Balance of related Mortgage Loans,
(B) 1% of the aggregate Scheduled Principal Balance of Mortgage Loans and
(C) twice the Scheduled Principal Balance of the largest single Mortgage
Loan, in each case calculated as of the Due Date in the immediately preceding
month (or, in the case of the first Distribution Date, as of the Cut-Off Date);
and (ii) $5,451,006.29, minus
(iii) the aggregate amount of Special Hazard Losses allocated to the
Certificates on or prior to such Distribution Date; provided,
however,
that, in
no event may the Special Hazard Coverage be less than zero.
“Special
Hazard Loss”:
Any
loss on a Mortgage Loan resulting from (i) damage to the related Mortgaged
Property caused by certain hazards (including earthquakes and, to a limited
extent, tidal waves and related water damage) not insured against under the
standard form of hazard insurance policy for the state in which the related
Mortgaged Property is located or under a flood insurance policy if the Mortgaged
Property is located in a federally designated flood area, or (ii) the
application of the coinsurance clause contained in such hazard insurance policy;
provided,
however,
that
Special Hazard Losses shall not include losses caused by war, civil
insurrection, action taken by governmental authority in hindering, combating
or
defending against an actual, impending or expected attack, errors in design,
faulty workmanship or materials (unless the collapse of the property or a part
thereof ensues, and then only the ensuing loss shall be considered a Special
Hazard Loss), nuclear reaction, flood (if the Mortgaged Property is located
in a
federally designated flood area) and chemical contamination.
“Special
Losses”:
Bankruptcy Losses, Fraud Losses or Special Hazard Losses.
“Standard
Terms”:
The
Standard Terms to Master Servicing and Trust Agreement, February 2007 Edition,
incorporated by reference in this Trust Agreement.
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“Step
1
Assignment Agreement”:
The
Assignment, Assumption and Recognition Agreement dated as of February 1, 2007,
among GSMC, as assignor, the Depositor, as assignee, and SunTrust, as seller
and
servicer.
“Step
2
Assignment Agreement”:
The
Assignment, Assumption and Recognition Agreement dated as of February 1, 2007,
among the Depositor, as assignor, the Trustee, as assignee, and SunTrust, as
seller and servicer.
“Subordinate
Certificates”:
The
Class B Certificates.
“Subordinate
Percentage”:
For
any Distribution Date and any Loan Group, (x) 100%, minus
(y) the
Senior Percentage for such Loan Group.
“Subordinate
Principal Distribution Amount”:
For
any Distribution Date and any Loan Group, (x) the sum, for such Loan Group,
of the Principal Payment Amount, the Principal Prepayment Amount and the
Liquidation Principal, minus
(y) the Senior Principal Distribution Amount for such Loan Group,
minus
(z)
Crossover Amounts, if any, allocable to principal paid to the Senior
Certificates related to the other Loan Group.
“Subordination
Levels”:
With
respect to any Class of Subordinate Certificates on any specified date, the
percentage obtained by dividing the sum of the Class Principal Balances of
all
Classes of Subordinate Certificates that are subordinate to that Class by the
sum of the Class Principal Balances of all Classes of Certificates as of such
date, before giving effect to distributions and allocations of Realized Losses
to the Certificates on such date.
“Subsequent
Recoveries”:
With
respect to any Distribution Date and any Mortgage Loan, amounts received in
respect of principal on such Mortgage Loan during the related Prepayment Period
which have previously been allocated as a Realized Loss, Special Loss or Excess
Special Loss to a Class of Certificates.
“SunTrust”:
SunTrust Mortgage, Inc., or any successor in interest.
“Super
Senior Certificates”:
The
Class 1A1, Class 2A1, Class 3A1 and Class 3A2 Certificates.
“Trust
Agreement”:
This
Master Servicing and Trust Agreement dated as of February 1, 2007, which
incorporates by reference the Standard Terms. Any references in any documents
required hereunder, including references in documents within the Trustee
Mortgage Loan File, to a Trust Agreement dated as of February 1, 2007 shall
be
deemed to refer to this Trust Agreement.
“Trust
Estate”:
As
defined in Section 2.01 hereof.
“Trustee”:
Deutsche Bank National Trust Company, not in its individual capacity but solely
as Trustee under this Trust Agreement, or its successor in interest in such
capacity, or any successor trustee appointed as herein provided.
“Xxxxx
Fargo Bank”:
Xxxxx
Fargo Bank, N.A., or any successor in interest.
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ARTICLE
II
FORMATION
OF TRUST; CONVEYANCE OF MORTGAGE LOANS; APPOINTMENT OF CUSTODIAN
Section
2.01 Conveyance
to the Trustee
To
provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable
under
this Trust Agreement with respect to the Certificates and the performance of
the
covenants contained in this Trust Agreement, the Depositor hereby bargains,
sells, conveys, assigns and transfers to the Trustee, in trust, without recourse
and for the exclusive benefit of the Holders, all of the Depositor’s right,
title and interest in and to any and all benefits accruing to the Depositor
from: (a) the Mortgage Loans listed on each of Schedule
I
hereto,
the related Trustee Mortgage Loan Files, and all Scheduled Payments due thereon
after the Cut-Off Date and all principal prepayments collected with respect
to
the Mortgage Loans and paid by a Borrower on or after the Cut-Off Date, and
proceeds of the conversion, voluntary or involuntary, of the foregoing;
(b) the Sale and Servicing Agreement (other than GSMC’s rights to
indemnification thereunder, which were retained by GSMC under the Step 1
Assignment Agreement), as it relates to the Mortgage Loans; (c) the
Custodial Agreement, as it relates to the Mortgage Loans; (d) the
Assignment Agreements; (e) the REMIC I Distribution Account, the Master
Servicer Account, the Certificate Account and the Collection Account, as they
relate to the Mortgage Loans and (f) proceeds of all of the foregoing
(including, without limitation, all amounts, other than investment earnings,
from time to time held or invested in the Collection Account, the REMIC I
Distribution Account and the Certificate Account, whether in the form of cash,
instruments, securities or other property, all proceeds of any mortgage
insurance, mortgage guarantees, hazard insurance, or title insurance policy
relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights
to
payment of any and every kind, and other forms of obligations and receivables,
which at any time constitute all or part or are included in the proceeds of
any
of the foregoing) to pay the Certificates as specified herein (items (a) through
(f) above shall be collectively referred to herein as the “Trust
Estate”).
The
foregoing sale, transfer, assignment, set-over and conveyance does not and
is
not intended to result in the creation of an assumption by the Trustee of any
obligation of the Depositor, the Seller or any other person in connection with
the Mortgage Loans, the Sale and Servicing Agreement, the Assignment Agreements
or under any agreement or instrument relating thereto except as specifically
set
forth herein.
It
is the
policy and intention of the Trust Fund that none of the mortgage loans included
in the Trust Fund is (i) a “High Cost Home Loan” as defined in the New Jersey
Home Ownership Act effective November 27, 2003, (ii) a “High Cost Home Loan” as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
(iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory
Home Loan Practices Act effective November 7, 2004, (iv) a “High Cost Home Loan”
as defined in the Indiana Home Loan Practices Act effective January 1, 2005,
or
(v) a “High Cost Home Loan” as defined in the Illinois High Risk Home Loan Act
effective January 1, 2004.
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Section
2.02 Acceptance
by the Trustee.
By
its
execution of this Trust Agreement, the Trustee acknowledges and declares that
it
holds and will hold or has agreed to hold (in each case through the Custodian)
all documents delivered to any such person from time to time with respect to
the
Mortgage Loans and all assets included in the definition of “Trust
Estate”
herein
in trust for the exclusive use and benefit of all present and future Holders.
The Trustee has not created and will not create, and no Responsible Officer
of
the Trustee has any actual knowledge or has received actual notice of, any
interest in the Trust Estate contrary to the interests created by the Trust
Agreement. The Trustee has not entered, nor intends to enter, into any
subordination agreement or intercreditor agreement with respect to any asset
included in the Trust Estate. The Trustee is hereby directed to execute and
deliver, solely in its capacity as Trustee, the Step 2 Assignment
Agreement.
Section
2.03 REMIC
Elections and REMIC Designation.
Elections
shall be made by the Securities Administrator to treat the assets of the Trust
Estate described
in the definition of the term “REMIC I” and the assets of the Trust Estate
described in the definition of the term “REMIC II” as two separate
REMICs
for
federal income tax purposes. The REMIC
I
Regular Interests shall constitute the regular interests in REMIC I and the
REMIC II Regular Interests shall constitute the regular interests in REMIC
II.
REMIC
I
shall issue the Class RC Certificates, which shall constitute the sole class
of
residual interests in REMIC I and REMIC II shall issue the Class R Certificates,
which shall constitute the sole class of residual interests in REMIC II.
References in the Standard Terms to REMIC I and REMIC II shall be deemed, for
purposes of this Trust Agreement, to refer to REMIC I and REMIC II referred
to
herein, as modified by this Trust Agreement.
(a) REMIC
I Designation.
The
pass-through rate with respect to the Class I-1B Interest and Class I-1Q
Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
1.
The pass-through rate with respect to the Class I-2B Interest and Class I-2Q
Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
2.
The pass-through rate with respect to the Class I-3B Interest and Class I-3Q
Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
3.
As
of the
Closing Date and any date of determination, (i) the principal balance
of the Class I-1B Interest shall equal 0.10% of the Group Subordinate Amount
for
Loan Group 1;
(ii) the
principal balance
of the Class I-2B Interest shall equal 0.10% of the Group Subordinate Amount
for
Loan Group 2; and (iii)
the
principal balance of the Class I-3B Interest shall equal 0.10% of the Group
Subordinate Amount for Loan Group 3.
As
of the
Closing Date and any date of determination, (i) the principal balance of the
Class I-1Q Interest shall equal the excess of the aggregate Scheduled Principal
Balance of the Group 1 Loans as of the end of the related Prepayment Period
over
the principal balance of the Class I-1B Interest, (ii) the principal balance
of
the Class I-2Q Interest shall equal the excess of the aggregate Scheduled
Principal Balance of the Group 2 Loans as of the end of the related Prepayment
Period over the principal balance of the Class I-2B Interest and (iii) the
principal balance of the Class I-3Q Interest shall equal the excess of the
aggregate Scheduled Principal Balance of the Group 3 Loans as of the end of
the
related Prepayment Period over the principal balance of the Class I-3B Interest.
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On
each
Distribution Date, prior to distributions on the Certificates as provided in
Section 3.01(a): (i) the Available Distribution Amount (without regard to clause
(1)(g) of the definition thereof) from Loan Group 1 shall be deemed distributed
to the Class I-1B Interest and Class I-1Q Interest, (ii) the Available
Distribution Amount (without regard to clause (1)(g) of the definition thereof)
from Loan Group 2 shall be deemed distributed to the Class I-2B Interest and
Class I-2Q Interest, and (iii) the Available Distribution Amount (without regard
to clause (1)(g) of the definition thereof) from Loan Group 3 shall be deemed
distributed to the Class I-3B Interest and Class I-3Q Interest.
Distributions
of principal shall be made, and Realized Losses shall be allocated:
(i) first,
to
the Class I-1B Interest, Class I-2B Interest and Class I-3B Interest, each
from
the related Loan Group, so that the principal balance
for each such interest (computed to at least eight decimal places) is equal
to
0.10%
of
the Group Subordinate Amount for the related Loan Group; provided
however,
if
any
such amount is a larger number than in the preceding distribution period, the
least amount of principal shall be distributed or losses shall be allocated
to
the Class I-1B Interest, Class I-2B Interest and Class I-3B Interest, as
applicable, such that the REMIC I Subordinated
Balance
Ratio is
maintained; and
(ii) second,
any remaining amounts of principal shall be distributed and losses shall be
allocated from the related Loan Group to the Class I-1Q Interest, Class I-2Q
Interest
and Class I-3Q Interest, respectively.
(b) REMIC
II Designation.
The
Trust
shall issue each of the following Classes of Certificates, each of which shall
have the following Certificate Rates and initial Class Principal Balances and
shall evidence ownership of a regular interest in REMIC II except to the extent
provided below:
|
Class
of
Certificates
|
Initial
Class
Principal
Balance
|
Initial
Certificate
Rate
|
||
|
Class
1A1
|
$63,302,000
|
(1)
|
||
|
Class
1A2
|
$3,323,000
|
(1)
|
||
|
Class
2A1
|
$305,002,000
|
(2)
|
||
|
Class
2A2
|
$16,009,000
|
(2)
|
||
|
Class
3A1
|
$93,757,000
|
(3)
|
||
|
Class
3A2
|
$31,252,000
|
(3)
|
||
|
Class
3A3
|
$6,562,000
|
(3)
|
||
|
Class
B1
|
$13,628,000
|
(4)
|
||
|
Class
B2
|
$4,088,000
|
(4)
|
||
|
Class
B3
|
$3,271,000
|
(4)
|
||
|
Class
B4
|
$1,908,000
|
(4)
|
||
|
Class
B5
|
$1,635,000
|
(4)
|
||
|
Class
B6
|
$1,363,429
|
(4)
|
||
|
Class
R
|
$
100
|
(5)
|
||
|
Class
RC
|
$
100
|
(6)
|
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|
(1)
|
For
each Distribution Date, the Certificate Rate for the Class 1A1 and
Class
1A2 Certificates shall equal a per annum rate equal to the Net WAC
Rate
for Loan Group 1.
|
|
(2)
|
For
each Distribution Date, the Certificate Rate for the Class 2A1 and
Class 2A2 Certificates shall equal a per annum rate equal to the
Net WAC
Rate for Loan Group 2.
|
|
(3)
|
For
each Distribution Date, the Certificate Rate for the Class 3A1, Class
3A2 and Class 3A3 Certificates shall equal a per annum rate equal
to the
Net WAC Rate for Loan Group 3.
|
|
(4)
|
For
each Distribution Date, the Certificate Rate for the Class B1, Class
B2,
Class B3, Class B4, Class B5 and Class B6 Certificates will equal
a per
annum rate equal to the weighted average of the Net WAC Rates for
Loan
Group 1, Loan Group 2 and Loan Group 3, weighted on the basis of the
related Group Subordinate Amounts.
|
|
(5)
|
For
each Distribution Date, the Certificate Rate for the Class R Certificates
shall equal a per annum rate equal to the Net WAC Rate for Loan Group
1.
The Class R Certificates represent beneficial ownership of the sole
class
of residual interest in REMIC II.
|
|
(6)
|
For
each Distribution Date, the Certificate Rate for the Class RC Certificates
shall equal a per annum rate equal to the Net WAC Rate for Loan Group
1.
The Class RC Certificates represent the sole class of residual interests
in REMIC I.
|
(c) REMIC
Final Scheduled Distribution.
The
“latest possible maturity date” for each REMIC and each Class of Certificates
and REMIC Regular Interests is the 36th Distribution Date following the latest
stated maturity date of any Mortgage Loan included in the Trust as of the
Closing Date.
Section
2.04 Appointment
of CustodianThe
Trustee is hereby directed to, and pursuant to such direction and in accordance
with the provisions of Section 9.11 of the Standard Terms the Trustee hereby
does, appoint SunTrust Bank as Custodian, and the Trustee accepts the assignment
under Section 2.01 hereof of the Custodial Agreement, as it relates to the
Mortgage Loans. Pursuant to Section 2.02(f) of the Standard Terms, the Depositor
acknowledges the appointment of the Custodian and agrees to deliver, or cause
to
be delivered, to the Custodian the applicable Mortgage Loan documents that
are
to be included in the respective Trustee Mortgage Loan File for each Mortgage
Loan. The Depositor and the Custodian acknowledge that, pursuant to any existing
Custodial Agreement entered into between the Custodian and any predecessor
in
interest of the Depositor, the Custodian previously acted as custodian for
such
predecessor in interest and that in connection with the formation of the Trust
Fund, the Depositor shall assign each such Custodial Agreement (but solely
with
respect to the related Mortgage Loans) to the Trustee and cause a receipt to
be
issued in the name of the Trustee.
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So
long
as SunTrust Bank shall be the Custodian, in the event such Custodian’s long-term
senior unsecured debt rating falls below “BBB”, in the case of Fitch, or “BBB-”,
in the case of S&P, the Custodian shall be terminated under the Custodial
Agreement with respect to the Mortgage Loans and shall transfer the respective
Trustee Mortgage Loan File for each Mortgage Loan to a successor custodian
acceptable to the Rating Agencies and otherwise in accordance with the
provisions of Sections 10 and 11 of the Custodial Agreement.
ARTICLE
III
REMITTING
TO CERTIFICATEHOLDERS
Section
3.01 Distributions
to Certificateholders.
(a) Distributions.
In
accordance with Section 3.01(d) of the Standard Terms and subject to the
exceptions set forth below, on each Distribution Date, the Securities
Administrator shall withdraw the aggregate Available Distribution Amount (less
any amounts withdrawn pursuant to Section 3.01(a)(iv) of the Standard Terms)
for
Loan Group 1, Loan Group 2 and Loan Group 3, and shall distribute it in the
following manner and order of priority:
(i) the
Available Distribution Amount for Loan Group 1 and such Distribution Date shall
be distributed in the following order of priority:
(A)first,
pro
rata (based
on
Accrued Certificate Interest thereon for such Distribution Date), to the Class
R, Class RC, Class 1A1 and Class 1A2 certificates, Accrued Certificate
Interest thereon for such Distribution Date; and
(B) second,
in the
following order or priority, in an amount up to the Senior Principal
Distribution Amount for Loan Group 1 for such Distribution Date:
(1) to
the
Class R and Class RC Certificates, sequentially, in that order, as principal,
until the Class Principal Balance of each such Class has been reduced to zero;
and
(2) pro
rata
(based
on their respective Class Principal Balances), to the Class 1A1 and Class
1A2 Certificates, as principal, until the Class Principal Balance of each such
Class has been reduced to zero;
(ii) the
Available Distribution Amount for Loan Group 2 and such Distribution Date shall
be distributed in the following order of priority:
(A)first,
pro
rata (based
on
the Accrued Certificate Interest thereon for such Distribution Date), to the
Class 2A1 and Class 2A2 Certificates, Accrued Certificate Interest thereon
for
such Distribution Date; and
(B)second,
pro
rata (based
on
their respective Class Principal Balances), to the Class 2A1 and Class 2A2
Certificates, as principal, in an amount up to the Senior Principal Distribution
Amount for Loan Group 2 for such Distribution Date, until the Class Principal
Balance of each such Class has been reduced to zero;
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(iii) the
Available Distribution Amount for Loan Group 3 and such Distribution Date shall
be distributed in the following order of priority:
(A)first,
pro
rata
(based
on the Accrued Certificate Interest thereon for such Distribution Date), to
the
Class 3A1, Class 3A2 and Class 3A3 Certificates, Accrued Certificate Interest
thereon for such Distribution Date; and
(B)second,
pro
rata
(based
on their respective Class Principal Balances), in an amount up to the Senior
Principal Distribution Amount for Loan Group 3 for such Distribution Date,
as
follows:
(1) to
the
Class 3A1 and Class 3A2 certificates, sequentially, in that order, as
principal, until the Class Principal Balance of each such Class has been reduced
to zero; and
(2) to
the
Class 3A3 certificates, until the Class Principal Balance thereof has been
reduced to zero.
(b) Subject
to the exceptions described below, unless the Class Principal Balance of a
Class
of Subordinate Certificates has been previously reduced to zero, the portion
of
the Available Distribution Amount for all of the Loan Groups in the aggregate
remaining after making the distributions described above in Section (a) shall
be
distributed in the following order of priority:
(i) first,
to
the Class B1 Certificates, Accrued Certificate Interest thereon for such
Distribution Date;
(ii) second,
to the Class B1 Certificates, as principal, their pro
rata
share
(based on their Class Principal Balance) of the Subordinate Principal
Distribution Amount for such Distribution Date, until their Class Principal
Balance has been reduced to zero;
(iii) third,
to
the Class B2 Certificates, Accrued Certificate Interest thereon for such
Distribution Date;
(iv) fourth,
to the Class B2 Certificates, as principal, their pro
rata
share
(based on their Class Principal Balance) of the Subordinate Principal
Distribution Amount for such Distribution Date, until their Class Principal
Balance has been reduced to zero;
(v) fifth,
to
the Class B3 Certificates, Accrued Certificate Interest thereon for such
Distribution Date;
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(vi) sixth,
to
the Class B3 Certificates, as principal, their pro
rata
share
(based on their Class Principal Balance) of the Subordinate Principal
Distribution Amount for such Distribution Date, until their Class Principal
Balance has been reduced to zero;
(vii) seventh,
to the Class B4 Certificates, Accrued Certificate Interest thereon for such
Distribution Date;
(viii) eighth,
to the Class B4 Certificates, as principal, their pro
rata
share
(based on their Class Principal Balance) of the Subordinate Principal
Distribution Amount for such Distribution Date, until their Class Principal
Balance has been reduced to zero;
(ix) ninth,
to
the Class B5 Certificates, Accrued Certificate Interest thereon for such
Distribution Date;
(x) tenth,
to
the Class B5 Certificates, as principal, their pro
rata
share
(based on their Class Principal Balance) of the Subordinate Principal
Distribution Amount for such Distribution Date, until their Class Principal
Balance has been reduced to zero;
(xi) eleventh,
to the Class B6 Certificates, Accrued Certificate Interest thereon for such
Distribution Date;
(xii) twelfth,
to the Class B6 Certificates, as principal, their pro
rata
share
(based on their Class Principal Balance) of the Subordinate Principal
Distribution Amount for such Distribution Date, until their Class Principal
Balance has been reduced to zero; and
(xiii) thirteenth,
to each Class of Certificates in order of seniority (and among Classes of Senior
Certificates, pro
rata,
based
on the amount of unreimbursed Realized Losses allocated to such Classes), up
to
the amount of unreimbursed Realized Losses previously allocated to such Class,
if any (unless the allocation of Realized Losses has reduced any Class of
Certificates to zero on a previous Distribution Date, in which case no amounts
shall be reimbursed to that Class); provided,
however,
that
any amounts distributed pursuant to this paragraph (b)(xiii) shall not cause
a
further reduction in the Class Principal Balance of any Class of
Certificates.
(c)At
such
time as all Classes of Certificates have been paid in full and all related
Realized Losses previously allocated have been reimbursed in full (unless the
allocation of Realized Losses has reduced any Class of Certificates to zero
on a
previous Distribution Date, in which case no amounts shall be reimbursed to
such
Class) all remaining amounts to the Class R Certificates to the extent
attributable to REMIC II and to the Class RC Certificates to the extent
attributable to REMIC I.
(d)[Reserved].
(e)[Reserved].
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(f)[Reserved].
(g)Notwithstanding
the above, if the Subordination Level for any Class of Subordinate Certificates
on any Distribution Date is less than the Subordination Level on the Closing
Date for such Class of Certificates (such Class, the “Affected
Subordinate Certificates”),
the
aggregate portion of the Principal Prepayment Amount otherwise payable on such
Distribution Date to the Classes of Subordinate Certificates shall be allocated
as follows:
(i) pro
rata
(based
on their respective Class Principal Balances), to each Class of related
Subordinate Certificates whose Subordination Level equals or exceeds its initial
Subordination Level and the related Class of Affected Subordinate Certificates
having the lowest numerical designation, or
(ii) if
no
class of related Subordinate Certificates has a Subordination Level equal to
or
in excess of its initial Subordination Level, to the related Class of Affected
Subordinate Certificates having the lowest numerical designation up to an amount
sufficient to restore its Subordination Level to its initial Subordination
Level, and then to the related Class of Affected Subordinate Certificates having
the next lowest numerical designation, in the same manner.
(h)All
distributions or allocations made with respect to each Class of Certificates
on
each Distribution Date shall be allocated pro
rata
among
the outstanding Certificates of such Class based on the outstanding principal
balance of each such Certificate. Payment shall be made either (1) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or
(2)
with respect to the Regular Certificates, by wire transfer of immediately
available funds to the account of a Holder at a bank or other entity having
appropriate facilities therefor, if such Holder shall have so notified the
Securities Administrator in writing by the Record Date immediately prior to
such
Distribution Date and such Holder is the registered owner of Regular
Certificates with an initial principal amount of at least $1,000,000. The
Securities Administrator may charge the Holder a fee for any payment made by
wire transfer. Final distribution on the Certificates shall be made only upon
surrender of the Certificates at the offices of the Certificate Registrar set
forth in the notice of such final distribution.
(i)In
the
event that the Mortgage Loans are purchased pursuant to the terms of Section
4.03 hereof and Sections 10.02 and 10.03 of the Standard Terms, the Securities
Administrator shall remit the amount of any Fair Market Value Excess with
respect to the Mortgage Loans by wire transfer of immediately available funds
to
the Holders of the Class RC Certificates in accordance with the instructions
of
the applicable Certificateholder.
(j) Any
amounts remaining in the Certificate Account on any Distribution Date after
all
allocations and distributions required to be made by this Trust Agreement have
been made shall be paid to the Holders of the applicable Residual Certificates
with respect to the related REMIC.
Section
3.02 Allocation
of Realized Losses and Shortfalls.
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(i)
On
each Distribution Date, Realized Losses and Special Losses (other than Excess
Special Losses) realized during the prior calendar month shall be allocated
to
reduce the Class Principal Balances of the related Subordinate Certificates
in
reverse numerical order, in each case until the Class Principal Balance of
each
such Class has been reduced to zero. If the Class Principal Balances of the
Subordinate Certificates have been reduced to zero, further Realized Losses
and
Special Losses shall be allocated to the Senior Certificates related to the
Loan
Group in which such Realized Losses or Special Losses occurred, based on the
outstanding Class Principal Balances of such Senior Certificates, in each case
until each such Class Principal Balance has been reduced to zero; provided,
however,
that
Realized Losses (other than Excess Special Losses) otherwise allocable (A)
to
the Class 1A1 Certificates shall first
be
allocated to the Class 1A2 Certificates, to reduce the Certificate Balance
of
each such Class until such Certificate Balance has been reduced to zero, and
thereafter
such
Realized Losses shall be allocated to the Class 1A1 Certificates, to reduce
the
Certificate Balance of such Class until such Certificate Balance has been
reduced to zero, (B) to the Class 2A1 Certificates shall first
be
allocated to the Class 2A2 Certificates, to reduce the Certificate Balance
of
each such Class until such Certificate Balance has been reduced to zero, and
thereafter
such
Realized Losses shall be allocated to the Class 2A1 Certificates, to reduce
the
Certificate Balance of such Class until such Certificate Balance has been
reduced to zero, (C) to the Class 3A1 and Class 3A2 Certificates shall
first
be
allocated to the Class 3A3 Certificates, to reduce the Certificate Balance
of
such Class until such Certificate Balance has been reduced to zero, and
thereafter
such
Realized Losses shall be allocated to the Class 3A1 and Class 3A2 Certificates,
to reduce the Certificate Balance of such Class until such Certificate Balance
has been reduced to zero.
(ii) On
any
Distribution Date, any Excess Special Losses realized during the prior calendar
month shall be allocated, pro
rata,
to (x)
all Classes of Senior Certificates related to the Loan Group in which such
losses occurred and (y) the related Subordinate Certificates, based on the
aggregate Class Principal Balance of such Senior Certificates and the related
Group Subordinate Amount of the related Subordinate Certificates,
respectively.
(iii)Whenever
Realized Losses, Special Losses or Excess Special Losses are required to be
allocated to a Class of Certificates, the Realized Loss, Special Loss or Excess
Special Loss, as applicable, shall be allocated to Certificates of such Class
of
the related Loan Group or Loan Groups, as the case may be, based on their
respective outstanding principal amounts.
(b) Interest
Shortfall.
Notwithstanding anything in the Standard Terms or this Trust Agreement to the
contrary, on each Distribution Date, before any distributions are made on the
Certificates, any Shortfall with respect to any Mortgage Loan shall be allocated
to reduce the Accrued Certificate Interest on each Class of Senior Certificates
related to the Loan Group of such Mortgage Loan and each Class of related
Subordinate Certificates pro rata, based on the amount of Accrued Certificate
Interest otherwise owing to each such Class, in the case of the Senior
Certificates, and the related Group Subordinate Amount, in the case of the
Subordinate Certificates, pursuant to clause (i) of the definition of Accrued
Certificate Interest.
(c) Modification
Losses.
Notwithstanding anything in the Standard Terms or this Trust Agreement to the
contrary, in the event that the Note Rate on a Mortgage Loan is reduced as
a
result of a modification, waiver or amendment of the terms of such Mortgage
Loan, whether agreed to by any Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the related Borrower, such
modification, waiver or amendment shall be disregarded for purposes of
calculating the Certificate Rate on any Class of Certificates.
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(d) Subsequent
Recoveries.
With
respect to any Subsequent Recoveries received with respect to a Mortgage Loan,
such Subsequent Recoveries shall be treated as a principal prepayment. In
addition, the Class Principal Balance of each Class of Certificates to which
Realized Losses have been allocated shall be increased, sequentially in the
order of payment priority, by the amount of Subsequent Recoveries, but not
by
more than the amount of Realized Losses previously allocated to reduce the
Class
Principal Balance of such Class.
Section
3.03 Crossover
Amounts.
(a) If,
on
any Distribution Date, the aggregate Class Principal Balance of the Group 1,
Group 2 or Group 3 Certificates exceeds the outstanding aggregate principal
balance of the Mortgage Loans in the related Loan Group (such class or classes,
the related “Affected
Senior Certificates”),
then
future principal payments otherwise allocable to the Subordinate Certificates
shall be “crossed over” or used to repay principal of the Affected Senior
Certificates by increasing the Senior Principal Distribution Amount for the
Loan
Group related to the Affected Senior Certificates in an amount equal to the
lesser of (i) the aggregate amount of principal otherwise payable to the
Subordinate Certificates on such Distribution Date and (ii) the amount required
to be paid to the Affected Senior Certificates so that their aggregate Class
Principal Balance is equal to the outstanding aggregate principal balance of
the
Mortgage Loans in the related Loan Group.
(b) In
addition, if, as a result of rapid prepayments, the aggregate Class Principal
Balance of the Group 1, Group 2 or Group 3 Certificates has been reduced to
zero
and such Senior Certificates are retired, amounts otherwise distributable as
principal on each class of Subordinate Certificates shall instead be distributed
as principal to the Senior Certificates related to the other Loan Groups which
remain outstanding, until the Class Principal Balances of the Senior
Certificates related to such Loan Groups have been reduced to zero. In order
for
the distribution priority described in the foregoing sentence to apply on any
Distribution Date, it must also be true that either (a) the related Subordinate
Percentage for that Distribution Date is less than 200% of such Subordinate
Percentage as of the Cut-Off Date, or (b) the average outstanding principal
balance of the Mortgage Loans in Loan Group 1, Loan Group 2 and Loan Group
3
that are delinquent 60 days or more (including any such Mortgage Loans in
foreclosure or bankruptcy and REO properties) during the most recent three
calendar months as a percentage of the related Subordinate Percentage is greater
than or equal to 50%.
(c) All
distributions described in this Section 3.03 shall be made in accordance with
the priorities set forth in Section 3.01.
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ARTICLE
IV
THE
SECURITIES
Section
4.01 The
Certificates.
The
Certificates shall be designated generally as the STARM Mortgage Loan Trust
2007-1 Mortgage Pass-Through Certificates, Series 2007-1. The aggregate
principal amount of Certificates that may be executed and delivered under this
Trust Agreement is limited to $545,100,629, except for Certificates executed
and
delivered upon registration of transfer of, or in exchange for, or in lieu
of,
other Certificates pursuant to Section 5.04 or 5.06 of the Standard Terms.
On
the Closing Date, the Securities Administrator shall execute, and the
Certificate Registrar shall authenticate and deliver Mortgage Pass-Through
Certificates in the names and amounts and to the Persons as directed by the
Depositor. The table in Section 2.03(b) sets forth the Classes of Certificates
and the initial Class Principal Balance for each Class of the
Certificates.
Section
4.02 Denominations.
Each
of
the Senior Certificates and the Subordinate Certificates (other than the
Residual Certificates) shall be issued in fully-registered, book-entry form
and
shall be Book-Entry Certificates. The Senior Certificates (other than the
Residual Certificates) shall be issued in minimum denominations of $25,000
initial certificate principal balance each and multiples of $1 in excess
thereof. The Subordinate Certificates shall be issued in minimum denominations
of $100,000 initial certificate principal balance each and multiples of $1
in
excess thereof. In addition, one certificate of each Class (other than the
Residual Certificates) may be issued evidencing the sum of an authorized
denomination thereof and the remainder of the aggregate initial Class Principal
Balance of such Class. Each Class of Residual Certificates shall be issued
in
percentage interests of 99.99% and 0.01%. Each of the Residual Certificates
shall be issued in fully-registered, certificated form.
Section
4.03 Redemption
of Certificates.
Notwithstanding
anything to the contrary in Section 10.02 of the Standard Terms, the obligations
created by the Trust Agreement shall terminate upon payment to the
Certificateholders of all amounts held in the Collection Account, the
Certificate Account and the REMIC I Distribution Account, following the earlier
of: (i) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all of the
assets of the Trust by SunTrust, upon request by the Depositor, on any
Distribution Date on which the aggregate Scheduled Principal Balance of the
Mortgage Loans is equal to or less than 1% of the aggregate Scheduled Principal
Balance of the Mortgage Loans as of the Cut-Off Date (provided, that if SunTrust
is no longer acting as a Servicer of any of the Mortgage Loans, the Depositor
may request the Master Servicer to purchase or arrange for the purchase of
the
Mortgage Loans and all other property of the Trust in a Terminating Purchase).
Written notice of any such termination shall be given to each Certificateholder,
and the final distribution shall be made only upon surrender and cancellation
of
the Certificates at an office or agency appointed by the Securities
Administrator which will be specified in the notice of termination. Any
repurchase of the assets of the Trust pursuant to this Section 4.03 shall be
made at a price equal to the Termination Price.
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Section
4.04 Securities
Laws Restrictions.
Each
of
the Junior Subordinate Certificates is subject to the restrictions on transfer
contained in Section 5.05(a) of the Standard Terms. Each of the Residual
Certificates is subject to Section 5.05(c) of the Standard Terms.
ARTICLE
V
MISCELLANEOUS
PROVISIONS
Section
5.01 Request
for Opinions.
(a) The
Depositor hereby requests and authorizes XxXxx Xxxxxx LLP, as its special
counsel in this transaction, to issue on behalf of the Depositor such legal
opinions to the Securities Administrator, Trustee and each Rating Agency as
may
be (i) required by any and all documents, certificates or agreements executed
in
connection with the Trust, or (ii) requested by the Securities Administrator,
the Trustee, and Rating Agency or their respective counsels.
(b) The
Trustee hereby requests and authorizes its counsel to issue on its behalf (at
the expense of the Depositor) such legal opinions to the GSMC as may be required
by any and all documents, certificates or agreements executed in connection
with
the establishment of the Trust and the issuance of the
Certificates.
Section
5.02 Schedules
and Exhibits.
Each
of
the Schedules and Exhibits attached hereto or referenced herein are incorporated
herein by reference as contemplated hereby and by the Standard Terms. Each
Class
of Certificates shall be in substantially the form attached hereto, as set
forth
in the Exhibit index.
Section
5.03 Governing
Law.
THIS
TRUST AGREEMENT SHALL
BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
5.04 Counterparts.
This
Trust Agreement may be executed in any number of counterparts, each of which
so
executed shall be deemed to be an original but all of such counterparts shall
together constitute but one and the same instrument.
Section
5.05 Notices.
All
demands and notices hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered at or mailed by first class mail,
postage prepaid, or by express delivery service, to (a) in the case of the
Depositor, GS Mortgage Securities Corp., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: President (telecopy number (000) 000-0000 and email addresses:
xxxxxx.xxxxxxxxx@xx.xxx and xxxxxxxxxxx.xxxxx@xx.xxx) or such other address,
telecopy number or email address as may hereafter be furnished to each party
to
the Trust Agreement in writing by the Depositor, (b) in the case of the
Securities Administrator for certificate surrender, transfer and exchange
purposes, Xxxxx Fargo Bank, N.A., Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: STARM 2007-1 or such other address
or
telecopy number as may hereafter be furnished to each party to the Trust
Agreement in writing by the Securities Administrator (c) in the case of the
Trustee, Deutsche
Bank National Trust Company, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, XX
00000-0000, Attention: STARM 2007-1, Facsimile:
(000)
000-0000, with a copy to the Corporate Trust Office, or
such
other address, telecopy number or email may hereafter be furnished to each
party
to the Trust Agreement in writing by the Trustee, (d) in the case of the Master
Servicer or the Securities Administrator (except in the case of the matters
specified in clause (b) above), Xxxxx Fargo Bank, N.A., P.O. Box 98, Columbia,
Maryland 21046, Attention: Corporate Trust Group (STARM 2007-1) (or in the
case
of overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000),
Telephone: (000) 000-0000, Facsimile: (000) 000-0000 and (e) in the case of
the
Custodian, SunTrust Bank, 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000. The
addresses of the rating agencies required to be stated herein pursuant to
Section 11.08(c) of the Standard Terms are Standard & Poor’s Ratings
Services, 00 Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and Fitch Ratings, Xxx
Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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[Signature
page follows]
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IN
WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer, the Securities
Administrator and the Custodian have caused this Trust Agreement to be duly
executed by their respective officers thereunto duly authorized and their
respective signatures duly attested all as of the day and year first above
written.
GS
MORTGAGE SECURITIES CORP.,
as Depositor
as Depositor
By:
/s/ X. Xxxx
Name:
X.
Xxxx
Title:
Vice President
XXXXX
FARGO BANK, N.A.,
as Master Servicer
as Master Servicer
By: /s/
Xxxxxx Xxxx
Name:
Xxxxxx Xxxx
Title:
Vice President
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee
as Trustee
By:
/s/ Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Vice President
By:
/s/ Xxxxxxx Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
Authorized Signer
XXXXX
FARGO BANK, N.A.,
as Securities Administrator
as Securities Administrator
By:
/s/ Xxxxxx Xxxx
Name:
Xxxxxx Xxxx
Title:
Vice President
SUNTRUST
BANK,
as Custodian
as Custodian
By:
/s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
First Vice President
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SCHEDULE
I
MORTGAGE
LOANS
[To
be
retained in a separate closing binder entitled “STARM 2007-1 Mortgage Loan
Schedules”
at
the
Washington D.C. Offices of XxXxx Xxxxxx LLP]
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SCHEDULE
I-1
EXHIBIT
A
FORMS
OF CERTIFICATES
213742
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EXHIBIT
A-1
EXHIBIT
B
CUSTODIAL
AGREEMENT
213742
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EXHIBIT
B-1
