GSR MORTGAGE LOAN TRUST 2006-10F MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-10F MASTER SERVICING and TRUST AGREEMENT among GS MORTGAGE SECURITIES CORP., as Depositor U.S. BANK NATIONAL ASSOCIATION, as Trustee and a Custodian WELLS FARGO BANK,...
EXECUTION
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-10F
MASTER
SERVICING
and
among
GS
MORTGAGE SECURITIES CORP.,
as
Depositor
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee and a Custodian
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Master Servicer and Securities Administrator
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
a Custodian
Dated
as of
December
1, 2006
TABLE
OF CONTENTS
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Page
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ARTICLE
I. DEFINITIONS
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1
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Section
1.01.
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Standard
Terms.
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1
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Section
1.02.
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Defined
Terms.
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2
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ARTICLE
II. FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
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18
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Section
2.01.
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Conveyance
to the Trustee.
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18
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Section
2.02.
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Acceptance
by the Trustee and Securities Administrator.
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19
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Section
2.03.
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REMIC
Elections and REMIC Interests Designations.
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20
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ARTICLE
III. REMITTING TO CERTIFICATEHOLDERS
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23
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Section
3.01.
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Distributions
to Certificateholders.
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23
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Section
3.02.
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Allocation
of Realized Losses and Shortfalls.
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27
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ARTICLE
IV. THE SECURITIES
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29
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Section
4.01.
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The
Certificates.
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29
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Section
4.02.
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Denominations.
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29
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Section
4.03.
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Redemption
of Certificates.
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29
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Section
4.04.
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Securities
Laws Restrictions.
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30
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ARTICLE
V. MISCELLANEOUS PROVISIONS
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30
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Section
5.01.
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Request
for Opinions.
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30
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Section
5.02.
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Schedules
and Exhibits.
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31
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Section
5.03.
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Governing
Law.
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31
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Section
5.04.
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Counterparts.
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31
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Section
5.05.
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Notices.
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31
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i
SCHEDULES
AND EXHIBITS
|
Schedule
I
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Mortgage
Loans
|
|
Schedule
II
|
Master
Loan Purchase Agreements related to the Mortgage Loans acquired through
the Conduit Program
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Exhibit
A
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Forms
of Certificates
|
ii
MASTER
SERVICING AND TRUST AGREEMENT
THIS
MASTER SERVICING AND TRUST AGREEMENT (this “Trust
Agreement”),
dated
as of December 1, 2006, is hereby executed by and among GS MORTGAGE SECURITIES
CORP., a Delaware corporation (the “Depositor”),
U.S.
BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”)
and as
a custodian (a “Custodian”),
DEUTSCHE BANK NATIONAL TRUST COMPANY, as a custodian (a “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”).
All
of the provisions of the Standard Terms to Master Servicing and Trust Agreement
(December 2006 Edition) (the “Standard Terms”), unless otherwise specified
herein, are hereby incorporated herein by reference and shall be a part of
this
Trust Agreement as if set forth herein in full.
PRELIMINARY
STATEMENT
The
Board
of Directors of the Depositor has duly authorized the formation of GSR Mortgage
Loan Trust 2006-10F as a trust (the “Trust”)
to
issue a series of securities with an aggregate initial outstanding principal
balance of $428,644,413 to be known as the Mortgage Pass-Through Certificates,
Series 2006-10F (the “Certificates”).
The
Trust is formed by this Trust Agreement. The Certificates in the aggregate
evidence the entire beneficial ownership in the Trust. The Certificates consist
of the Classes set forth herein.
Pursuant
to Section 12.01 of the Standard Terms, the Securities Administrator, on behalf
of the Trustee, shall make an election to treat all of the Trust Estate as
three
real estate mortgage investment conduits (each, a “REMIC”
and,
individually, “REMIC
LT1,”
“REMIC
MT”
and
“REMIC
UT”)
for
federal income tax purposes. The “startup day” of each REMIC for purposes of the
REMIC Provisions is the Closing Date.
For
purposes of naming the REMIC Interests and the Certificates, the first number
of
the Senior Certificates (“1,” “2,” “3,” “4,” “5” or “6”), if any, refers to the
Collateral Group, the letter (“A,” “M” or “B”), refers to the status of the
interest (“A” for senior or “M” or “B” for subordinate) and the final character
or characters (“1,” “2,” “3,” “R” or “RC”) refers to the specific
Class.
NOW,
THEREFORE, in consideration of the mutual promises, covenants, representations
and warranties hereinafter set forth, the Depositor, the Trustee, the Securities
Administrator, each Custodian and the Master Servicer agree as
follows:
ARTICLE
I.
DEFINITIONS
Section
1.01. Standard
Terms.
The
Depositor, the Trustee, the Securities Administrator, each Custodian 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, each 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, 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 applicable Sale and
Servicing Agreement. In the event of a conflict between the Standard Terms
and
the applicable Sale and Servicing Agreement, such 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. In addition, the following
provisions shall govern the defined terms set forth below for this Trust
Agreement:
“Accrued
Certificate Interest”:
Interest to be distributed to each Class of Certificates entitled to interest
on
any Distribution Date consisting of the sum of (i) interest accrued during
the
related Interest Accrual Period at the applicable Certificate Rate for such
Class of Certificates on the Certificate Balance (or Notional Amount) of such
Class of Certificates immediately preceding such Distribution Date and (ii)
accrued but unpaid Accrued Certificate Interest from prior Distribution Dates
(on a cumulative basis, but without interest on such unpaid Accrued Certificate
Interest).
“Aggregate
Subordinate Percentage”:
For
any Certificate Group at any time, the sum of the Class Principal Balances
of
the Subordinate Certificates divided by the sum of the outstanding principal
balances for all the Mortgage Loans in the related Collateral
Groups.
“Applicable
Fraction”:
For
each Mortgage Loan and REMIC LT1, shall be calculated as follows:
| · |
For
Collateral Group 1 and each Mortgage Loan in Loan Group 1 with a
Net Rate
greater than or equal to 5.00% per annum, but less than 5.75% per
annum:
|
5.75%
minus
the
Net
Rate
on
such Mortgage
Loan
0.75%;
| · |
For
Collateral Group 2 and each Mortgage Loan in Loan Group 1 with a
Net Rate
greater than or equal to 5.00% per annum, but less than 5.75% per
annum:
|
1
minus é5.75%
minus the
Net
Rate
on
such Mortgage
Loanù
ë
0.75% û;
|
·
|
For
Collateral Group 2 and each Mortgage Loan in Loan Group 1 with a
Net Rate
greater than or equal to 5.75% per annum, but less than 6.00% per
annum:
|
6.00%
minus
the
Net Rate
on
such Mortgage
Loan
0.25%;
2
| · |
For
Collateral Group 3 and each Mortgage Loan in Loan Group 1
with a Net Rate
greater than or equal to 5.75% per annum, but less than 6.00%
per
annum:
|
1
minus é6.00%
minus the
Net
Rate
on
such Mortgage
Loanù
ë
0.25%
û;
| · |
For
Collateral Group 3 and each Mortgage Loan in Loan Group 1 with a
Net Rate
greater than or equal to 6.00% per annum, but less than 7.00% per
annum:
|
7.00%
minus
the
Net Rate
on
such Mortgage
Loan
1.00%;
| · |
For
Collateral Group 4 and each Mortgage Loan in Loan Group 1 with a
Net Rate
greater than or equal to 6.00% per annum, but less than 7.00% per
annum:
|
1
minus é7.00%
minus the
Net
Rate
on
such Mortgage
Loanù
ë
1.00% û;
| · |
For
Collateral Group 4 and each Mortgage Loan in Loan Group 1 with a
Net Rate
greater than or equal to 7.00% per annum,
100%;
|
| · |
For
Collateral Group 1 and each Mortgage Loan in Loan Group 2 with a
Net Rate
greater than or equal to 5.00% per annum, but less than 6.00% per
annum:
|
6.00%
minus
the
Net
Rate
on
such Mortgage
Loan
1.00%;
| · |
For
Collateral Group 5 and each Mortgage Loan in Loan Group 2 with a
Net Rate
greater than or equal to 5.00% per annum, but less than 6.00% per
annum:
|
1
minus é6.00%
minus
the
Net
Rate
on
such Mortgage
Loanù
ë
1.00%
û;
| · |
For
Collateral Group 5 and each Mortgage Loan in Loan Group 2 with a
Net Rate
greater than or equal to 6.00% per annum, but less than 6.50% per
annum:
|
6.50%
minus
the
Net
Rate
on
such Mortgage
Loan
0.50%;
3
| · |
For
Collateral Group 6 and each Mortgage Loan in Loan Group 2
with a Net Rate
greater than or equal to 6.00% per annum, but less than 6.50%
per
annum:
|
1
minus é6.50%
minus
the
Net
Rate
on
such Mortgage
Loanù
ë
0.50% û;
| · |
Collateral
Group 6 and each Mortgage Loan in Loan Group 2 with a Net Rate
greater
than or equal to 6.50% per annum, but less than 7.00% per
annum:
|
7.00%
minus
the
Net
Rate
on
such Mortgage
Loan
0.50%;
and
| · |
For
Collateral Group 4 and each Mortgage Loan in Loan Group 2 with
a Net Rate
greater than or equal to 6.50% per annum, but less than 7.00%
per
annum:
|
1
minus é7.00%
minus
the
Net
Rate
on
such Mortgage
Loanù
ë 0.50%. û;
“Apportioned
Principal Balance”:
For
any Class of Subordinate Certificates and any Distribution Date, the Class
Principal Balance of such Class immediately prior to such Distribution Date
multiplied by a fraction, the numerator of which is the related Group
Subordinate Amount for such date and the denominator of which is the sum of
the
Group Subordinate Amounts for all of the related Collateral Groups for such
date.
“Assignment
Agreements”:
(i)
the Assignment, Assumption and Recognition Agreement dated as of December 1,
2006, by and among the GSMC, the Depositor and Avelo, as servicer, (ii) the
Assignment, Assumption and Recognition Agreement dated as of December 1, 2006,
by and among the Depositor, the Trustee and Avelo, as servicer, and as
acknowledged by the Master Servicer, (iii) the Assignment, Assumption and
Recognition Agreement dated as of December 1, 2006, by and among GSMC, the
Depositor and Countrywide Servicing, as servicer, (iv) the Assignment,
Assumption and Recognition Agreement dated as of December 1, 2006, by and among
GSMC, the Depositor and Countrywide, as seller, (v) the Assignment, Assumption
and Recognition Agreement dated as of December 1, 2006, by and among the
Depositor, the Trustee, Countrywide and Countrywide Servicing, and as
acknowledged by the Master Servicer, (vi) the Assignment, Assumption and
Recognition Agreement dated as of December 1, 2006, by and among the GSMC,
the
Depositor and IndyMac Bank, as seller and servicer, and (vii) the Assignment,
Assumption and Recognition Agreement dated as of December 1, 2006, by and among
the Depositor, the Trustee and IndyMac Bank, as seller and servicer, and as
acknowledged by the Master Servicer.
“Available
Distribution Amount”:
For
any Distribution Date and any Collateral Group, the sum of the Applicable
Fractions for each Mortgage Loan contributing to such Collateral Group of the
following amounts:
(i) the
total
amount of all cash received from or on behalf of the Mortgagors or advanced
by
the Servicer (or the Master Servicer in the event the Servicer fails to make
such required advances, or by the Trustee 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 contributing to such Collateral Group
and
not previously distributed (including Monthly Advances made by the Servicer
(or
by the Master Servicer in the event the Servicer fails to make such required
advances, or by the Trustee 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), Compensating Interest Payments made by the Servicer (or the Master
Servicer or other successor 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;
4
(b) all
Curtailments received after the previous calendar month;
(c) all
Payoffs received after the previous calendar month (together with each interest
payment received with such Payoffs to the extent that it represents the payment
of interest accrued on the Mortgage Loans contributing to such Collateral Group
for the period after the previous calendar month);
(d) Liquidation
Proceeds, Condemnation Proceeds and Insurance Proceeds received on the Mortgage
Loans contributing to such Collateral Group after the previous calendar
month;
(e) all
amounts in the Certificate Account from Mortgage Loans contributing to such
Collateral Group that are then due and payable to the Servicer under the Sale
and Servicing Agreement;
(f) the
Servicing Fee and the Master Servicing Fee for each Mortgage Loan in such
Collateral Group, net of any amounts payable as compensating interest by the
Servicer on that Distribution Date;
(g) any
amounts payable in respect of any primary mortgage insurance
policy;
(h) all
related indemnification amounts and other amounts reimbursable on such
Distribution Date to the Securities Administrator, the Custodians or the Trustee
or the Master Servicer; and
(i) all
expenses of the Trust Estate paid after the immediately preceding Distribution
Date;
(ii) the
total
amount of any cash received by the Securities Administrator or the Servicer
(or
the Master Servicer) from the repurchase by the applicable Loan Seller of any
Mortgage Loans contributing to such Collateral Group as a result of defective
documentation or breach of representations and warranties (provided that the
obligation to repurchase arose before the related Due Date); provided further
that the Available Distribution Amount for REMIC UT shall be the amounts
distributed by REMIC MT and the Available Distribution Amount for REMIC MT
shall
be the amounts distributed by REMIC LT1.
5
provided
that
interest with respect to any Mortgage Loan that relates to two Collateral Groups
shall be included in the Available Distribution Amount for each related
Collateral Group as follows: first,
to the
Collateral Group with the lower Effective Net Rate, interest to the extent
accrued on the Applicable Fraction of the principal of such Mortgage Loan at
the
Effective Net Rate for such Collateral Group; and second,
to the
other Collateral Group related to such Mortgage Loan.
“Avelo”:
Avelo
Mortgage, L.L.C., or any successor in interest.
“Bank
of America”:
Bank
of America, National Association, or any successor in interest.
“B
Average Rate”:
For
each Distribution Date, an annual rate equal to the weighted average of the
Designated Rates applicable to Collateral Group 1, Collateral Group 2,
Collateral Group 3, Collateral Group 4, Collateral Group 5 and Collateral Group
6, and weighted on the basis of the Group Subordinate Amounts for such
Collateral Groups.
“Book-Entry
Certificates”:
The
Senior Certificates and the Senior Subordinate Certificates.
“Certificate
Account Property”:
The
Certificate Account, all amounts, investments and other property held from
time
to time in the Certificate Account, and all proceeds of the
foregoing.
“Certificate
Balance”:
As to
any Class of Certificates (other than any Interest Only Certificate) or
Interests as of the close of business on each Distribution Date, the initial
Certificate Balance thereof (as shown on the charts in Section 2.03) reduced
by
(i) all principal payments previously distributed to such Class and (ii) all
Realized Losses previously allocated to such Class and increased, in the case
of
any Class of Certificates for which the Certificate Balance thereof has been
reduced by any Realized Loss, by the amount of any Subsequent Recoveries
allocated to such Class in accordance with Section 3.02(e).
“Certificate
Group”:
The
Group 1 Certificates, Group 2 Certificates, Group 3 Certificates, Group 4
Certificates, Group 5 Certificates and Group 6 Certificates, as
applicable.
“Certificate
Rate”:
With
respect to each Class of Certificates on any Distribution Date, the percentage
per annum or other entitlement to interest described in Section 2.03. With
respect to each REMIC Interest on any Distribution Date, the Certificate Rates
described in Section 2.03.
6
“Certificates”:
The
Class 1A-1, Class 2A-1, Class 3A-1, Class 4A-1, Class 4A-2, Class 4A-3,
Class 5A-1, Class 6A-1, Class A-X, Class M-1, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5, Class B-6, Class RC and Class R Certificates.
“Class”:
Each
Class of Certificates or REMIC Interests.
"Class
4A-2 Notional Amount":
With
respect to each Distribution Date, an amount equal to the Class Principal
Balance of the Class 4A-1 Certificates on such Distribution Date.
“Class
A Certificates”:
The
Class 1A-1, Class 2A-1, Class 3A-1, Class 4A-1, Class 4A-2, Class 4A-3,
Class 5A-1, Class 6A-1 and Class A-X Certificates.
“Class
A-X Notional Amount”:
Initially shall be $369,509, and for each Distribution Date after the Closing
Date, an amount (truncated to the nearest integer) equal to the product of
(x) a
fraction, the numerator of which is the weighted average of the Net Rates of
the
Premium Loans in Loan Group 1 at the beginning of the related Due Period
minus
7.00%
and the denominator of which is 6.00% and (y) the total principal balance of
the
Premium Loans in Loan Group 1 as of the first day of the related Interest
Accrual Period.
“Class
B Certificates”:
The
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates.
“Class
M Certificates”:
The
Class M-1 Certificates.
“Class
Principal Balance”:
As to
any Class of Certificates on each Distribution Date, the total Certificate
Balance of all Certificates of such Class on that Distribution
Date.
“Closing
Date”:
December 29, 2006.
“Collateral
Group”:
Any of
Collateral Group 1, Collateral Group 2, Collateral Group 3, Collateral Group
4,
Collateral Group 5 and Collateral Group 6, as applicable.
“Collateral
Group 1”:
The
Mortgage Loans in Subgroup 1-A and Subgroup 2-A or portions thereof that have
been stripped to an Effective Net Rate of 5.00%.
“Collateral
Group 2”:
The
Mortgage Loans in Subgroup 1-A and Subgroup 1-B or portions thereof that have
been stripped to an Effective Net Rate of 5.75%.
“Collateral
Group 3”:
The
Mortgage Loans in Subgroup 1-B and Subgroup 1-C or portions thereof that have
been stripped to an Effective Net Rate of 6.00%.
“Collateral
Group 4”:
The
Mortgage Loans in Subgroup 1-C, Subgroup 1-D and Subgroup 2-C or portions
thereof that have been stripped to an Effective Net Rate of 7.00%.
“Collateral
Group 5”:
The
Mortgage Loans in Subgroup 2-A and Subgroup 2-B or portions thereof that have
been stripped to an Effective Net Rate of 6.00%.
7
“Collateral
Group 6”:
The
Mortgage Loans in Subgroup 2-B and Subgroup 2-C or portions thereof that have
been stripped to an Effective Net Rate of 6.50%.
“Conduit
Program”:
GSMC’s
mortgage conduit program, through which mortgage loans are acquired from time
to
time from various banks, savings and loan associations, mortgage bankers and
other mortgage loan originators and purchasers of mortgage loans in the
secondary market.
“Corresponding
Class”:
For
each Class of REMIC Interests or Certificates, the Class or Classes indicated
as
such in the tables set forth in Section 2.03.
“Countrywide”:
Countrywide Home Loans, Inc., or any successor in interest.
“Countrywide
Servicing”:
Countrywide Home Loans Servicing LP, or any successor in interest.
“Credit
Support Depletion Date”:
The
first Distribution Date (if any) on which the aggregate Certificate Balance
of
the Subordinate Certificates has been or shall be reduced to zero.
“Current
Shortfall”:
Any
amount included in the Principal Distribution Amount for which cash is not
available to make distributions as a result of the Servicer’s decision not to
Advance a delinquent payment, other than a Realized Loss.
“Curtailment”:
Any
partial prepayment on any Mortgage Loan.
“Custodian”:
Deutsche Bank and US Bank, each its capacity as a custodian under the Custodial
Agreement.
“Custodial
Agreement”:
The
Master Custodial Agreement, dated as of December 1, 2006 among GSMC, the
Custodians and the Servicers.
“Cut-Off
Date”:
December 1, 2006.
“Data
Collection Schedule”:
As
defined in the Custodial Agreement.
“Depositor”:
GS
Mortgage Securities Corp., in its capacity as depositor under this Trust
Agreement.
“Designated
Rate”:
With
respect to Collateral Group 1, 5.00% per annum. With respect to Collateral
Group
2, 5.75% per annum. With respect to Collateral Group 3, 6.00% per annum. With
respect to Collateral Group 4, 7.00% per annum. With respect to Collateral
Group
5, 6.00% per annum. With respect to Collateral Group 6, 6.50% per annum.
“Deutsche
Bank”:
Deutsche Bank National Trust Company, or any successor in interest.
8
“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 first Distribution Date shall be January 25,
2007.
“Due
Date”:
For
any Mortgage Loan, the first day in each calendar month.
“Due
Period”:
For
any Distribution Date, the period beginning on the second day of the month
immediately preceding the month in which such Distribution Date occurs and
ending on the first day of the month in which such Distribution Date
occurs.
“Effective
Net Rate”:
For
any Mortgage Loan and any Collateral Group to which such Mortgage Loan
contributes interest, the effective Net Rate at which such Mortgage Loan
contributes interest to such Collateral Group.
“Fair
Market Value Excess”:
An
amount equal to the excess, if any, of the amount in clause (y) of the
definition of “Termination Price”, over the amount in clause (x) of the
definition of “Termination Price.”
“Fitch”:
Fitch
Ratings, or any successor in interest.
“Group
1 Certificate”:
Any
Class 1A-1 Certificate.
“Group
1 Mortgage Loan”:
Any
Mortgage Loan in Loan Group 1.
“Group
2 Certificate”:
Any
Class 2A-1 Certificate.
“Group
2 Mortgage Loan”:
Any
Mortgage Loan in Loan Group 2.
“Group
3 Certificate”:
Any
Class 3A-1 Certificate.
“Group
4 Certificate”:
Any
Class 4A-1, Class 4A-2 or Class 4A-3 Certificate.
“Group
5 Certificate”:
Any
Class 5A-1 Certificate.
“Group
6 Certificate”:
Any
Class 6A-1 Certificate.
“Group
Subordinate Amount”:
With
respect to each Collateral Group and any Distribution Date, the excess of the
sum of the Applicable Fractions of the Scheduled Principal Balance of the
Mortgage Loans contributing to such Collateral Group for the immediately
preceding Distribution Date for that Collateral Group over the total Certificate
Balance of the Senior Certificates of the related Certificate Group immediately
prior to such Distribution Date.
“GSMC”:
Xxxxxxx Xxxxx Mortgage Company, or any successor in interest.
“IndyMac
Bank”:
IndyMac Bank, F.S.B., or any successor in interest.
“Interest
Accrual Period”:
For
any Distribution Date (other than the first Distribution Date) and any regular
interest in any REMIC created hereby or any Class of Certificates entitled
to
interest (other than the Class 4A-1 and Class 4A-2 Certificates), the calendar
month immediately preceding the calendar month in which such Distribution Date
occurs. For any Distribution Date (other than the first Distribution Date)
and
the 4A-1 and Class 4A-2 Certificates is the period beginning on and including
the 25th day of the month immediately preceding the month in which such
Distribution Date occurs and ending on and including the 24th day of the month
in which such Distribution Date occurs. For the first Distribution Date and
any
regular interest in any REMIC created hereby or any Class of Certificates
entitled to interest (other than the Class 4A-1 and Class 4A-2 Certificates)
will accrue from December 1, 2006. For the first Distribution Date, interest
on
the Class 4A-1 and Class 4A-2 Certificates will accrue from December 29, 2006.
9
“Interest
Only Certificate”:
Any
Class 4A-2 or Class A-X Certificate.
“Interests”:
Each
Class of REMIC Interests.
“Junior
Subordinate Certificates”:
The
Class B-4, Class B-5 and Class B-6 Certificates.
“Liquidation
Principal”:
For
any Distribution Date, the principal portion of Liquidation Proceeds received
from each Mortgage Loan that became a Liquidated Mortgage Loan during the
calendar month preceding the month of such Distribution Date.
“Loan
Group 1”:
The
Mortgage Loans identified on Schedule I as being in Loan Group 1.
“Loan
Group 2”:
The
Mortgage Loans identified on Schedule I as being in Loan Group 2.
“Loan
Seller”:
Each
of Bank of America, Countrywide, IndyMac Bank and GSMC.
“Master
Servicer”:
Xxxxx
Fargo Bank, N.A., in its capacity as Master Servicer, or any successor master
servicer.
“Master
Servicing Fee”:
With
respect to any Distribution Date, all income and gain realized from the
investment of funds in the Master Servicer Account during the period from and
including the Servicer Remittance Date relating to such Distribution Date,
to
but excluding the Master Servicer Remittance Date relating to such Distribution
Date.
“Maximum
Rate”:
With
respect to any Distribution Date and any Class of Floating Rate Certificates,
the amount set forth in the table in footnote 6 to the table in Section
2.03(d).
“Mortgage
Loans”:
The
mortgage loans identified on Schedule I hereto.
“Net
Rate”:
With
respect to each Mortgage Loan, the Note Rate of such Mortgage Loan less the
Servicing Fee Rate and the rate on any primary mortgage insurance applicable
to
such Mortgage Loan.
“Note
Rate”:
For
each Mortgage Loan, the rate at which the related promissory note accrues
interest. For purposes of calculating the Certificate Rates on the Interests
and
Certificates, the Note 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 the Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the related Mortgagor.
10
“Notional
Amount”:
The
Class 4A-2 Notional Amount or the Class A-X Notional Amount, as applicable.
For
the avoidance of doubt, the Notional Amount is used to calculate distributions
on the related Class of Certificates, but is not a principal amount or other
amount to which a Certificateholder is entitled.
“P&I
Certificates”:
All
Classes of Certificates
other
than any Interest Only Certificates and the Residual
Certificates.
“Payoffs”:
Any
prepayment in full on any Mortgage Loan.
“Pool
Balance”:
For
any Distribution Date and any Collateral Group, the sum of the products, for
each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable
Fraction for such Mortgage Loan in respect of such Collateral Group and (ii)
the
outstanding principal balance of such Mortgage Loan as of the Due Date of the
month in which such Distribution Date occurs.
“Premium
Loan”:
Any
Group 1 Mortgage Loan with a Net Rate greater than or equal to 7.00% per
annum.
“Prepayment
Period”:
With
respect to each Distribution Date, the preceding calendar month.
“Principal
Distribution Amount”:
For
each Collateral Group and any Distribution Date, the sum of:
(1) the
Principal Payment Amount for such Collateral Group;
(2) the
Principal Prepayment Amount for such Collateral Group; and
(3) the
Applicable Fraction for each Mortgage Loan contributing to such Collateral
Group
of the Liquidation Principal derived from such Mortgage Loan.
“Principal
Payment Amount”:
For
each Collateral Group and any Distribution Date, the sum of the products, for
each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable
Fraction for such Mortgage Loan in respect of such Collateral Group and (ii)
the
sum of the following amounts:
(a) the
principal portion of Scheduled Payments on such Mortgage Loan due on the related
Due Date and received or advanced during the related Due Period;
11
(b) the
principal portion of repurchase proceeds received on such Mortgage Loan if
such
Mortgage Loan was repurchased as permitted or required by this Trust Agreement
during the calendar month preceding the month of such Distribution Date;
and
(c) any
other
unscheduled payments of principal which were received on such Mortgage Loan
during the period beginning on and including the second day of the preceding
calendar month and ending on and including the first day of the current calendar
month, other than Payoffs, Curtailments, or Liquidation Principal.
“Principal
Prepayment Amount”:
For
any Distribution Date and any Collateral Group, the sum of the products, for
each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable
Fraction for such Mortgage Loan in respect of such Collateral Group and (ii)
all
Payoffs and Curtailments for such Mortgage Loan that were received during the
preceding calendar month or received during the period beginning on and
including the second day of the preceding calendar month and ending on and
including the first day of the current calendar month (as specified in the
related Servicing Agreement).
“Private
Certificates”:
The
Junior Subordinate Certificates.
“Qualified
Institutional Buyer”:
Any
“qualified institutional buyer” as defined in clause 7(a) of Rule 144A
promulgated under the Securities Act.
“Rating
Agency”:
Each
of Fitch, S&P and Xxxxx’x.
“Record
Date”:
For
each Class of Certificates, the last Business Day of the related Interest
Accrual Period.
“REMIC”:
As
specified in the preliminary statement.
“REMIC
Class”
or
“REMIC
Certificate”:
Each
Class of Certificates or Certificate, as applicable, issued by REMIC UT pursuant
to Section 2.03 and the Class RC and Class R Certificates.
“REMIC
Interests”:
Each
Class of REMIC interests issued pursuant to Section 2.03.
“REMIC
LT1”:
One of
the real estate mortgage investment conduits created hereunder, which consists
of the Mortgage Loans and the REMIC LT1 Distribution Account.
“REMIC
LT1 Regular Interests”:
The
regular interests issued by REMIC LT1 as specified in Section 2.03.
“REMIC
MT”:
One of
the real estate mortgage investment conduits created hereunder, which consists
of the REMIC LT1 Regular Interests and the REMIC MT Distribution
Account.
“REMIC
MT Regular Interests”:
The
regular interests issued by REMIC MT as specified in Section 2.03.
12
“REMIC
UT”:
One of
the real estate mortgage investment conduits created hereunder, which consists
of the REMIC MT Regular Interests and the REMIC UT Distribution
Account.
“REMIC
UT Regular Interests”:
The
regular interests issued by REMIC UT as specified in Section 2.03.
“Remittance
Date”:
For
each Mortgage Loan and any Distribution Date, as set forth in the related
Servicing Agreement.
“Residual
Certificates”:
The
Class RC and Class R Certificates.
“Rule
144A Certificates”:
The
Junior Subordinate Certificates.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc.
“Sale
and Servicing Agreement”:
collectively, (i) the Amended and Restated Flow Mortgage Loan Sale and Servicing
Agreement dated as of July 1, 2005 between GSMC and Bank of America, as seller
and servicer, as amended by Amendment No. 1, dated August 1, 2006 and by
Regulation AB Compliance Addendum, dated March 15, 2006; (ii) the Servicing
Agreement dated as of July 1, 2004, between GSMC, as owner, and Countrywide
Servicing, as servicer, as amended by Amendment Reg AB, dated as of January
1,
2006 by and between GSMC and Countrywide; (iii) the Master Mortgage Loan
Purchase Agreement dated as of July 1, 2004 between GSMC, as purchaser, and
Countrywide, as seller, as amended by Amendment Reg AB, dated as of January
1,
2006 by and between GSMC and Countrywide; (iv) the Second Amended and Restated
Mortgage Loan Purchase Agreement, dated as of March 1, 2006, between IndyMac
Bank and GSMC, as amended by Amendment No. 1, dated as of June 1, 2006.
“Scheduled
Final Distribution Date”:
For
each Class of Certificates, the respective dates specified in Section
2.03(e).
“Scheduled
Payments”:
With
respect to any Mortgage Loan, the monthly payments of principal and interest
payable by the related Mortgagor pursuant to the related amortization
schedule.
“Scheduled
Principal Amount”:
With
respect to each Collateral Group and any Distribution Date, an amount equal
to
the amount described in clause (i) of the definition of Senior Principal
Distribution Amount.
“Securities
Administrator”:
Xxxxx
Fargo Bank, National Association in its capacity as Securities Administrator
under this Trust Agreement, or any successor securities
administrator.
“Senior
Certificates”:
The
Class A Certificates.
“Senior
Collateral Group Percentage”:
For
Collateral Group 1, Collateral Group 2, Collateral Group 3, Collateral Group
4,
Collateral Group 5 and Collateral Group 6 shall equal (i) as of the Closing
Date, 95.99%, 96.00%, 96.00%, 96.00%, 96.00% and 96.00%, respectively, and
(ii)
for any Distribution Date thereafter shall be a fraction expressed as a
percentage equal to (a) the sum of the Certificate Balances of the Senior
Certificates related to such Collateral Group immediately preceding such
Distribution Date, over (b) the sum of the products, for each Mortgage Loan
contributing to such Collateral Group, of (x) the Applicable Fraction for such
Mortgage Loan in respect of such Collateral Group and (y) the outstanding
principal balance of such Mortgage Loan as of the Due Date of the month in
which
such Distribution Date occurs.
13
“Senior
Interests”:
All of
the REMIC M-T Regular Interests except those corresponding to a Class B
Certificate.
“Senior
Liquidation Amount”:
For
any Distribution Date and any Collateral Group, the aggregate, for each Mortgage
Loan contributing to such Collateral Group that became a Liquidated Mortgage
Loan during the calendar month preceding the month of such Distribution Date,
of
the Applicable Fraction of the lesser of (i) the related Senior Collateral
Group
Percentage of the scheduled principal balance of such Mortgage Loan and (ii)
the
applicable Senior Prepayment Percentage of the Liquidation Principal derived
from such Mortgage Loan.
“Senior Prepayment Percentage”:
For
each Collateral Group, as follows: (i) on any Distribution Date occurring before
the Distribution Date in the month of January 2012, 100%; (ii) on any other
Distribution Date on which the related Senior Collateral Group Percentage for
such Distribution Date exceeds the initial Senior Collateral Group Percentage
as
of the Cut-Off Date, 100% (in which case, the Senior Prepayment Percentage
for
each other Collateral Group shall also equal 100% for such Distribution Date);
and (iii) on any other Distribution Date in the month of January 2012, and
thereafter, 100%, unless:
(a) the
mean
of the sum of the Applicable Fractions of the Scheduled Principal Balances
of
the Mortgage Loans contributing to each related Collateral Group that are 60
or
more days delinquent (including Mortgage Loans in foreclosure or bankruptcy
and
property held by the Trust) for each of the immediately preceding three calendar
months is less than or equal to 50% of the Group Subordinate Amount for such
Collateral Group as of such Distribution Date, and
(b) the
sum
of the Applicable Fractions of the cumulative Realized Losses on the Mortgage
Loans contributing to each related Collateral Group are less than or equal
to
the following percentage of the aggregate Group Subordinate Amount for such
Collateral Group:
|
Distribution
Date Occurring In
|
Percentage
of the aggregate Group
Subordination
Amount as of the Cut-Off Date
|
|
|
January
2012 through December 2012
|
30%
|
|
|
January
2013 through December 2013
|
35%
|
|
|
January
2014 through December 2014
|
40%
|
|
|
January
2015 through December 2015
|
45%
|
|
|
January
2016 and thereafter
|
50%
|
|
in
which
case, the Senior Prepayment Percentage for each Collateral Group shall be as
follows:
|
Distribution
Date Occurring In or On
|
Senior
Prepayment Percentage
|
|
|
January
2007 through December 2011
|
100%
|
|
|
January
2012 through December 2012
|
Senior
Collateral Group Percentage for such Collateral Group + 70% of
the related
Subordinate Percentage
|
|
|
January
2013 through December 2013
|
Senior
Collateral Group Percentage for such Collateral Group + 60% of
the related
Subordinate Percentage
|
|
|
January
2014 through December 2014
|
Senior
Collateral Group Percentage for such Collateral Group + 40% of
the related
Subordinate Percentage
|
|
|
January
2015 through December 2015
|
Senior
Collateral Group Percentage for such Collateral Group + 20% of
the related
Subordinate Percentage
|
|
|
January
2016 through the Distribution Date immediately preceding the Final
Distribution Date
|
Senior
Collateral Group Percentage for such Collateral Group
|
|
|
Final
Distribution Date
|
100%
|
14
If
on any
Distribution Date the allocation to the P&I Certificates of Principal
Prepayments in the percentage required would reduce the sum of the Certificate
Balances of the P&I Certificates below zero, the Senior Prepayment
Percentage for such Distribution Date shall be equal to the percentage necessary
to reduce such sum to zero.
“Senior
Principal Distribution Amount”:
For
any Distribution Date and each Collateral Group shall equal the sum
of:
|
(i)
|
the
related Senior Collateral Group Percentage of the related Principal
Payment Amount for such Distribution
Date;
|
|
(ii)
|
the
related Senior Prepayment Percentage of the related Principal Prepayment
Amount for such Distribution Date;
and
|
|
(iii)
|
the
related Senior Liquidation Amount for such Distribution
Date.
|
“Senior
Subordinate Certificates”:
The
Class M-1, Class B-1, Class B-2 and Class B-3 Certificates.
“Servicer”:
Each
of Avelo, Bank of America, Countrywide Servicing and IndyMac Bank and their
respective successors or assigns, in their respective capacities as servicer
under the related Sale and Servicing Agreement.
“Servicing
Fee Rate”:
For
each Mortgage Loan, the per annum fee described in Schedule I
hereto.
15
“Servicemembers
Shortfall”:
Any
shortfall in amounts paid by any Mortgagors on the related Mortgage Loan that
occurs pursuant to the Servicemembers Civil Relief Act, as amended, or
comparable state or local laws affording relief to members of the armed
forces.
“Subgroup
1-A”:
The
Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 5.00%
and
less than 5.75%.
“Subgroup
1-B”:
The
Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 5.75%
and
less than 6.00%.
“Subgroup
1-C”:
The
Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 6.00%
and
less than 7.00%.
“Subgroup
1-D”:
The
Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to
7.00%.
“Subgroup
2-A”:
The
Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 5.00%
and
less than 6.00%.
“Subgroup
2-B”:
The
Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 6.00%
and
less than 6.50%.
“Subgroup
2-C”:
The
Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 6.50%
and
less than 7.00%.
“Subordinate
Certificates”:
The
Class M and Class B Certificates.
“Subordinate
Class Percentage”:
For
each Class of Subordinate Certificates and each Distribution Date, the
percentage obtained by dividing the Class Principal Balance of such Class
immediately prior to such Distribution Date by the aggregate Certificate
Principal Balance of all related Subordinate Certificates immediately prior
to
such date.
“Subordinate
Interests”:
The
Interest corresponding to the Subordinate Certificates.
“Subordinate
Liquidation Amount”:
For any
Distribution Date and Collateral Group, the Applicable Fraction of the related
Liquidation Principal in respect of each Mortgage Loan contributing to such
Collateral Group which became a Liquidated
Mortgage Loan
during
the calendar month preceding the month of such Distribution Date, minus the
related Senior
Liquidation Amount for
such
Distribution Date.
“Subordinate
Percentage”:
For
any Collateral Group and any Distribution Date, 100% minus the Senior Collateral
Group Percentage for such Collateral Group. The Subordinate Percentages as
of
the Closing Date shall be 4.01%, 4.00%, 4.00%, 4.00%, 4.00% and 4.00% for
Collateral Group 1, Collateral Group 2, Collateral Group 3, Collateral Group
4,
Collateral Group 5 and Collateral Group 6, respectively.
16
“Subordinate
Prepayment Percentage”:
For
any Distribution Date and any Collateral Group, the excess of 100% over the
Senior Prepayment Percentage for such Collateral Group. Initially, the
Subordinate Prepayment Percentage for each Collateral Group shall be
0%.
“Subordinate
Principal Distribution Amount”:
For
any Distribution Date and any Collateral Group, the sum of:
|
(i)
|
the
related Subordinate Percentage of the related Principal Payment
Amount;
|
|
(ii)
|
the
related Subordinate Principal Prepayment Amount;
and
|
|
(iii)
|
the
related Subordinate Liquidation
Amount.
|
Any
reduction in the Subordinate Principal Distribution Amount for any Collateral
Group pursuant to the proviso above shall reduce the amount calculated pursuant
to clause (i), clause (iii) and clause (ii), in that order in each case of
the
definition thereof, and such amounts shall nevertheless reduce the Certificate
Balance of the applicable Class of Subordinate Certificates.
“Subordinate
Principal Prepayment Amount”:
For
each Distribution Date and each Collateral Group, the Subordinate Prepayment
Percentage of the related Principal Prepayment Amount.
“Subordination
Levels”:
For
any Class of Subordinate Certificates and any specified date, a fraction
expressed as a percentage equal to (i) the sum of the Class Principal Balances
of all Classes of Subordinate Certificates that are subordinate to such Class,
over (ii) the sum of the Class Principal Balances of all related Classes of
Certificates as of such date, before giving effect to distributions on such
date, and allocations of Realized Losses on such date.
“Subsequent
Recovery”:
With
respect to any Liquidated Mortgage Loan on which a Realized Loss has occurred,
any amount that the related Servicer ultimately recovers in respect of such
Liquidated Mortgage Loan, net of the reasonable fees of the Servicer associated
with such recovery.
“Trust
Estate”:
As
defined in Section 2.01 hereof.
“Trust
Agreement”:
This
Master Servicing and Trust Agreement, dated as of December 1, 2006, which
incorporates by reference the Standard Terms to Master Servicing and Trust
Agreement (December 2006 edition); provided that any references in any documents
required to be provided pursuant to the terms of this Trust Agreement, including
references in documents within the Trustee Mortgage Loan File, to a Trust
Agreement dated as of December 1, 2006, shall be deemed to refer to this Trust
Agreement.
“Trustee”:
U.S.
Bank National Association, not in its individual capacity but solely as Trustee
under this Trust Agreement, or its successor in interest, or any successor
trustee appointed as herein provided.
“UCC”:
The
Uniform Commercial Code as in effect in the State of New York.
17
“Undercollateralization
Distribution”:
As
defined in Section 3.01 hereof.
“Undercollateralized
Group”:
On any
Distribution Date, any Collateral Group for which the total Certificate Balance
of the Senior Certificates of the related Certificate Group is greater than
the
Pool Balance of such Collateral Group.
“Unscheduled
Principal Amount”:
With
respect to each Collateral Group and any Distribution Date, an amount equal
to
the sum of the amounts described in clauses (ii) and (iii) of the definition
of
Senior Principal Distribution Amount.
“Verified
Information”:
As
defined in the Custodial Agreement.
“WaMu”:
Washington Mutual Bank, or any successor in interest.
ARTICLE
II.
FORMATION
OF TRUST; CONVEYANCE OF MORTGAGE LOANS
Section
2.01. Conveyance
to the Trustee.
(a) To
provide for the distribution of the principal of and interest on the
Certificates and Interests in accordance with their terms, all of the sums
distributable under this Trust Agreement with respect to the Certificates and
the Interests 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 of the Certificates, all of the Depositor’s right, title and interest in
and to any and all benefits accruing to the Depositor from: (i) the Mortgage
Loans, the related Trustee Mortgage Loan Files, and all Monthly 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; (ii) the Sale and Servicing Agreements; provided
that the
Depositor hereby reserves its right to indemnification under the Sale and
Servicing Agreements; (iii) the Custodial Agreement; (iv) the Assignment
Agreements; (v) the Distribution Account, the Master Servicer Account, the
Certificate Account and the Collection Accounts and (vi) 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 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 REMIC
Interests and the Certificates as specified herein (collectively items (i)
through (vi), the “Trust Estate”).
(b) It
is
intended that the conveyance of the Trust Estate by the Depositor to the Trustee
as provided in this Section be, and be construed as, a sale of the Trust Estate
by the Depositor to the Trustee for the benefit of the Certificateholders.
It
is, further, not intended that such conveyance be deemed a pledge of the Trust
Estate by the Depositor to the Trustee to secure a debt or other obligation
of
the Depositor. However, in the event that the Trust Estate is held to be the
property of the Depositor, or if for any reason this Agreement is held or deemed
to create a security interest in the Trust Estate, then it is intended that
this
Agreement shall also be deemed to be a security agreement within the meaning
of
Articles 8 and 9 of the UCC and the corresponding articles of the Uniform
Commercial Code of any other applicable jurisdiction; and the Depositor hereby
grants to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor’s right, title and interest, whether now owned
or existing or hereafter acquired or arising, in and to the Trust Estate. The
Depositor and the Trustee, at the Depositor’s direction and expense, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest
in
assets constituting the Trust Estate described above, such security interest
would be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of the
Agreement.
18
(c) 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 Agreements, the Assignment Agreements
or under any agreement or instrument relating thereto except as specifically
set
forth herein.
(d) It
is
agreed and understood by the Depositor and the Trustee (and the Depositor so
represents and recognizes) that it is not intended that any Mortgage Loan to
be
included in the Trust Estate be (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
or
(iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act
effective February 1, 2005.
Section
2.02. Acceptance
by the Trustee and Securities Administrator.
By
its
execution of this Trust Agreement, the Trustee acknowledges and declares that
it
holds and shall hold or has agreed to hold (in each case through the applicable
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 of the Certificates. The Trustee has not created and shall not
create, and no 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 this Trust Agreement. The Trustee has not entered, nor intends to
enter, into any subordination agreement or intercreditor agreement with respect
to any assets included in the Trust Estate.
19
Pursuant
to Section 2.02(f) of the Standard Terms, the Depositor acknowledges the
appointment of each Custodian and agrees to deliver, or cause to be delivered,
to the applicable Custodian all Mortgage Loan documents that are to be included
in the Trustee Mortgage Loan File for each Mortgage Loan for which such
Custodian shall act as custodian. The Depositor and the Custodians acknowledge
that, pursuant to the Custodial Agreement and in connection with the formation
of the Trust, the Depositor hereby assigns each Custodial Agreement to the
Trustee and agrees to cause a receipt to be issued in the name of the Trustee.
It is understood that each Custodian will charge for its services under this
Agreement as set forth in a separate agreement between such Custodian and the
Securities Administrator, the payment of which fees and expenses (as set forth
in such separate agreement) shall be the sole obligation of the Securities
Administrator. The Securities Administrator will further pay or reimburse each
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by such Custodian in accordance with this Agreement,
the Custodial Agreement and any document executed in connection herewith or
therewith.
Pursuant
to a separate agreement, the Master Servicer shall pay the Trustee fee and
the
Securities Administrator fee from the Master Servicing Fee.
Section
2.03. REMIC
Elections and REMIC Interests Designations.
(a) REMIC
Elections. Elections shall be made by the Securities Administrator to treat
the
assets of the Trust Estate described in the definition of the term “REMIC LT1,”
the assets of the Trust Estate described in the definition of the term “REMIC
MT,” and the assets of the Trust Estate described in the definition of the term
“REMIC UT” as separate REMICs for federal income tax purposes. The REMIC LT1
Regular Interests shall constitute the regular interests in REMIC LT1; the
REMIC
MT Regular Interests shall constitute the REMIC regular interests in REMIC
MT;
and the REMIC UT Regular Interests shall constitute the regular interests in
REMIC UT. The Class RC Certificates shall represent ownership of the sole Class
of residual interest in REMIC LT1. The Class R Certificates shall represent
ownership of the sole Class of residual interests in REMIC MT and REMIC UT.
References in the Standard Terms to REMIC I and REMIC II shall be deemed, for
purposes of this Trust Agreement, to refer to REMIC LT1, REMIC MT and REMIC
UT
referred to herein, as modified by this Trust Agreement.
(b) REMIC
LT1
Interests. REMIC LT1 shall issue each of the following Classes of Interests
in
book-entry form, each of which shall be a Class of REMIC LT1 Interests, having
the following Certificate Rates and initial principal balances:
|
Class
|
Initial
Certificate Balance
Or
Notional Amount
|
Certificate
Rate
|
||
|
LT1-Pool
|
(1)
|
(2)
|
||
|
LT1-Sub-A
|
(3)
|
(2)
|
||
|
LT1-Sub-B
|
(3)
|
(2)
|
||
|
LT1-AX
|
(4)
|
6.00%
|
||
|
RC
|
(5)
|
(5)
|
|
(1)
|
This
interest shall have an initial principal balance equal to the excess
of
(i) the aggregate principal balance of the Mortgage Loans as of
the
Cut-Off Date, over (ii) the aggregate initial principal balance
of each
other regular interest in REMIC
LT1.
|
20
|
(2)
|
This
Interest shall bear interest for any Interest Accrual Period equal
to (i)
the weighted average of the Net Rates of all the Mortgage Loans as
of the
beginning of such Interest Accrual Period, weighted on the Scheduled
Principal Balance of each such Mortgage Loan as of the first day
of the
preceding calendar month and determined by subjecting the Net Rate
of each
such Mortgage Loan to a cap equal to the Designated Rate for the
related
Collateral Group over (ii) (x) the sum of any expenses payable to
the
Securities Administrator or to the Trustee (to the extent such expenses
were not taken into account in computing the Net Rate of any Mortgage
Loan
and do not constitute “unanticipated expenses” of a REMIC within the
meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)) divided
by (y)
the aggregate Scheduled Principal Balance of the Mortgage Loans as
of the
beginning of such Interest Accrual
Period.
|
|
(3)
|
This
Interest shall have an initial principal balance of 1% of the aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-Off
Date.
|
|
(4)
|
This
Interest shall have a notional balance, which for any Distribution
Date
shall be equal to the Class A-X Notional Amount.
|
|
(5)
|
The
Class RC Certificate shall not be entitled to payments of principal
or
interest.
|
(c) REMIC
MT.
REMIC MT shall issue the following Classes of Interests in book-entry form,
with
the designations, initial principal balances and Certificate Rates indicated,
each of which shall be a Class of REMIC MT Interests:
|
Class
|
Initial
Class
Principal
Balance
|
Certificate
Rate
|
Corresponding
Class
of Certificates
|
|||
|
MT-1A-1
|
(1)
|
5.00%
|
1A-1
|
|||
|
MT-2A-1
|
(1)
|
5.75%
|
2A-1
|
|||
|
MT-3A-1
|
(1)
|
6.00%
|
3A-1
|
|||
|
MT-4A-1
|
(1)
|
7.00%
|
4A-1,
4A-2
|
|||
|
MT-4A-3
|
(1)
|
7.00%
|
4A-3
|
|||
|
MT-5A-1
|
(1)
|
6.00%
|
5A-1
|
|||
|
MT-6A-1
|
(1)
|
6.50%
|
6A-1
|
|||
|
MT-A-X
|
(2)
|
6.00%
|
A-X
|
|||
|
MT-M-1
|
(1)
|
(3)
|
M-1
|
|||
|
MT-B-1
|
(1)
|
(3)
|
B-1
|
|||
|
MT-B-2
|
(1)
|
(3)
|
B-2
|
|||
|
MT-B-3
|
(1)
|
(3)
|
B-3
|
|||
|
MT-B-4
|
(1)
|
(3)
|
B-4
|
|||
|
MT-B-5
|
(1)
|
(3)
|
B-5
|
|||
|
MT-B-6
|
(1)
|
(3)
|
B-6
|
|||
|
II-R
|
(4)
|
(4)
|
R
|
|
(1)
|
This
initial Class principal balance for this Interest shall equal the
Initial
Class Principal Balance of its Corresponding Class of Certificates,
but
shall not include the Notional Amount of any Interest Only
Certificate.
|
|
(2)
|
This
interest shall have a notional balance, which for any Distribution
Date
shall be equal to the Class A-X Notional
Amount.
|
21
|
(3)
|
For
each Distribution Date (and the related Interest Accrual Period)
this
Interest shall bear interest at a per annum rate equal to the B
Average
Rate, adjusted to take into account the sum of any expenses payable
to the
Securities Administrator or the Trustee (to the extent (i) not
taken into
account in computing the Net Rate of any Mortgage Loan, (ii) such
expense
is not an “unanticipated expense” within the meaning of the Treasury
Regulation Section 1.860G-1(b)(3)(ii) and (iii) such expense was
not taken
into account in computing the interest rate of an interest with
a greater
level of subordination).
|
|
(4)
|
The
Class II-R interest shall not be entitled to payments of principal
or
interest.
|
(d) REMIC
UT.
REMIC UT shall issue the following Classes of Certificates (other than the
Class
RC and Class R Certificates), with the designations, initial Certificate
Balances and Certificate Rates indicated, each of which (other than the Class
RC
and Class R Certificates) shall be a Class of REMIC UT Regular
Interests.
|
Class
|
Initial
Certificate Balance
Or
Notional Amount
|
Certificate
Rate
|
|||||
|
1A-1
|
$
|
8,451,000
|
5.00%
|
|
|||
|
2A-1
|
$
|
46,760,000
|
5.75%
|
|
|||
|
3A-1
|
$
|
204,541,000
|
6.00%
|
|
|||
|
4A-1
|
$
|
88,737,000
|
(4)
|
|
|||
|
4A-2
|
$
|
88,737,000
|
(1)
|
(4)
|
|
||
|
4A-3
|
$
|
3,859,000
|
7.00%
|
|
|||
|
5A-1
|
$
|
27,210,000
|
6.00%
|
|
|||
|
6A-1
|
$
|
31,938,000
|
6.50%
|
|
|||
|
A-X
|
$
|
369,509
|
(1)
|
6.00%
|
|
||
|
M-1
|
$
|
4,717,000
|
(2)
|
|
|||
|
B-1
|
$
|
5,358,000
|
(2)
|
|
|||
|
B-2
|
$
|
2,786,000
|
(2)
|
|
|||
|
B-3
|
$
|
1,500,000
|
(2)
|
|
|||
|
B-4
|
$
|
1,071,000
|
(2)
|
|
|||
|
B-5
|
$
|
642,000
|
(2)
|
|
|||
|
B-6
|
$
|
1,074,413
|
(2)
|
|
|||
|
RC
|
(3
|
)
|
(3)
|
|
|||
|
R
|
(3
|
)
|
(3)
|
|
|||
|
(1)
|
Notional
Amount.
|
| (2) |
For
each Distribution Date (and the related Interest Accrual Period)
each of
the Class M-1, Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and
Class B-6 Certificates shall accrue interest at a per annum rate
equal to
the B Average Rate.
|
| (3) |
REMIC
UT shall also issue the Class III-R Interest, which shall represent
the
sole Class of residual interest in REMIC UT. The Class R Certificate
shall
represent beneficial ownership of the Class II-R and Class III-R
Interests.
|
| (4) |
The
annual certificate interest rate for certificates with floating
rates of
interest are set forth in the table
below:
|
22
|
Class
|
Formula
|
Initial
|
Minimum
|
Maximum
|
||||
|
4A-1
|
1
mo. LIBOR + 0.35%
|
5.70%
|
0.35%
|
7.00%
|
||||
|
4A-2
|
6.65%
- 1 mo. LIBOR
|
1.30%
|
0.00%
|
6.65%
|
(e) REMIC
Scheduled Final Distribution. The Scheduled Final Distribution Date for the
Regular Interests in REMIC LT1, REMIC MT and REMIC UT is the Distribution Date
following the third anniversary of the scheduled maturity date of the Mortgage
Loan having the latest scheduled maturity as of the Closing Date.
ARTICLE
III.
REMITTING
TO CERTIFICATEHOLDERS
Section
3.01. Distributions
to Certificateholders.
(a) REMIC
UT
Distributions. In accordance with Section 3.01(d) of the Standard Terms and
subject to the exceptions set forth below and to Section 3.02, on each
Distribution Date, the Securities Administrator shall withdraw the aggregate
Available Distribution Amount for each Collateral Group from the Certificate
Account, and shall distribute it in the following manner and order of
priority:
| (b) |
to
each class of Senior Certificates related to such Collateral Group,
Accrued Certificate Interest thereon, pro
rata in
proportion to the amount of Accrued Certificate Interest owing to
each
such class;
|
| (c) |
to
the Senior Certificates (other than the Interest Only Certificates)
related to such Collateral Group, to the extent of the remaining
Available
Distribution Amount for such Collateral Group, as
follows:
|
|
(i)
|
to
the Class 1A-1 Certificates, in reduction of their Class Principal
Balance, from the Available Distribution Amount for Collateral Group
1 in
an amount up to the Senior Principal Distribution Amount for Collateral
Group 1 for such Distribution Date, until the Class Principal Balance
thereof is reduced to zero;
|
|
(ii)
|
to
the Class 2A-1 Certificates, in reduction of their Class Principal
Balance, from the Available Distribution Amount for Collateral Group
2 in
an amount up to the Senior Principal Distribution Amount for Collateral
Group 2 for such Distribution Date, until the Class Principal Balance
thereof is reduced to zero;
|
|
(iii)
|
to
the Class 3A-1 Certificates, in reduction of their Class Principal
Balance, from the Available Distribution Amount for Collateral Group
3 in
an amount up to the Senior Principal Distribution Amount for Collateral
Group 3 for such Distribution Date, until the Class Principal Balance
thereof is reduced to zero;
|
23
| (iv) |
to
the Class 4A-1 and Class 4A-3 Certificates, pro
rata,
in proportion to the Class Principal Balance of each such class,
in
reduction of their respective Class Principal Balances, from the
Available
Distribution Amount for Collateral Group 4 in an amount up to the
Senior
Principal Distribution Amount for Collateral Group 4 for such Distribution
Date, until the Class Principal Balance of each such class is reduced
to
zero;
|
|
(v)
|
to
the Class 5A-1 Certificates, in reduction of their Class Principal
Balance, from the Available Distribution Amount for Collateral Group
5 in
an amount up to the Senior Principal Distribution Amount for Collateral
Group 5 for such Distribution Date, until the Class Principal Balance
thereof is reduced to zero; and
|
| (vi) | to the Class 6A-1 Certificates, in reduction of their Class Principal Balance, from the Available Distribution Amount for Collateral Group 6 in an amount up to the Senior Principal Distribution Amount for Collateral Group 6 for such Distribution Date, until the Class Principal Balance thereof is reduced to zero; |
|
(iv)
|
to
the extent of the remaining Available Distribution Amount for Collateral
Group 1, Collateral Group 2, Collateral Group 3, Collateral Group
4,
Collateral Group 5 and Collateral Group 6, but subject to the prior
distribution of amounts described under Section 3.01(e) below, to
the
related classes of Subordinate Certificates, in their order of seniority
the sum of (i) Accrued Certificate Interest pro
rata on
the basis of the amount owing to each such Class, and (ii) their
pro
rata shares,
based on their outstanding Certificate Balances, of the Subordinate
Principal Distribution Amount for each such Collateral Group, as
applicable; provided,
however,
that on any Distribution Date on which the Subordination Level for
any
Class of Subordinate Certificates is less than its Subordination
Level as
of the Closing Date, the portion of the related Subordinate Principal
Prepayment Amount otherwise allocable to the Class or Classes of
the
Subordinate Certificates junior to such class will be allocated
pro
rata
to
the most senior Class of Subordinate Certificates for which the
Subordination Level on such Distribution Date is less than the
Subordination Level as of the Closing Date and all Classes of Subordinate
Certificates senior thereto;
|
|
(v)
|
to
each related Class of Certificates, in the order of their seniority,
the
amount of any unreimbursed Realized Losses previously allocated to
such
Certificates; and
|
|
(vi)
|
after
all of the other Classes of Certificates (other than the Residual
Certificates) have been paid in full, the remainder, if any, which
is
expected to be zero, of the Available Distribution Amount for all
Collateral Groups (other than any Fair Market Value Excess remaining
after
an optional termination of the Trust Estate) to the Class RC Certificates
to the extent such remainder is applicable to REMIC LT1 and otherwise
to
the Class R Certificates.
|
24
(d) On
each
Distribution Date on or after the Credit Support Depletion Date, to the extent
of the Available Distribution Amount allocable to each Collateral Group on
such
Distribution Date, distributions shall be made to the Senior Certificates
related to each such Collateral Group, in respect of interest (pro
rata
according to Accrued Certificate Interest for such Distribution Date) and then
with respect to principal (pro
rata
according to their outstanding principal balances; and the remainder (other
than
any Fair Market Value Excess remaining after the optional termination of the
Trust Estate), if any, which is expected to be zero, of the Available
Distribution Amount for each such Collateral Group shall be distributed to
the
holders of the Class RC Certificates to the extent such remainder is applicable
to REMIC LT1 and otherwise to the holder of the Class R
Certificates.
On
each
Distribution Date on which the aggregate Certificate Principal Balance of the
Senior Certificates of two or more related Certificate Groups has been reduced
to zero, any amounts distributable pursuant to this Section 3.01(d) shall be
allocated, as to each applicable related Class of Subordinate Certificates,
in
proportion to such Class’s Subordinate Class Percentage of the Subordinate
Principal Distribution Amount for the Collateral Group relating to each such
retired Certificate Group.
On
each
Distribution Date on which the Senior Certificates of two or more related
Certificate Groups remain outstanding, any amounts distributable pursuant to
this Section 3.01(d) shall be distributed in proportion to the aggregate
Certificate Principal Balances of such Certificates of each such Certificate
Group.
(e) On
any
Distribution Date on which any Certificate Group constitutes an
Undercollateralized Group, all amounts with respect to the related Mortgage
Loans otherwise distributable as principal on the related Subordinate
Certificates, in reverse order of priority (other than amounts necessary to
pay
Deferred Principal Amounts or unpaid Current Shortfalls) (or, following the
related Credit Support Depletion Date, such other amounts described in the
immediately following sentence), shall be distributed as principal to the Senior
Certificates (other than any Interest Only Certificates) of such
Undercollateralized Group pursuant to Section 3.01(e), until the aggregate
Certificate Principal Balance of such Senior Certificates equals the Pool
Balance of the related Collateral Group (such distribution, an “Undercollateralization
Distribution”).
In
the event that any Certificate Group constitutes an Undercollateralized Group
on
any Distribution Date following the related Credit Support Depletion Date,
Undercollateralization Distributions shall be made from any Available
Distribution Amount for each related Collateral Group that does not constitute
an Undercollateralized Group remaining after all required amounts have been
distributed to the Senior Certificates of such other Certificate Groups. In
addition, the amount of any unpaid Current Shortfalls with respect to an
Undercollateralized Group on any Distribution Date (including any Current
Shortfalls for such Distribution Date) shall be distributed to the REMIC
Certificates that are Senior Certificates of such Undercollateralized Group
prior to the payment of any Undercollateralization Distributions from amounts
otherwise distributable as principal on the related Subordinate Certificates,
in
reverse order of priority (or, following the Credit Support Depletion Date,
as
provided in the preceding sentence).
25
If
on any
Distribution Date two or more related Certificate Groups are Undercollateralized
Groups, the distribution described in the immediately preceding paragraph shall
be made in proportion to the amount by which the aggregate Certificate Principal
Balance of the REMIC Certificates that are Senior Certificates of each such
Certificate Group, after giving effect to distributions pursuant to Section
3.01(a) on such Distribution Date, exceeds the Pool Balance of the related
Collateral Group for such Distribution Date.
(f) REMIC
LT1
Distributions. On each Distribution Date, the Securities Administrator shall
apply amounts in the REMIC LT1 Distribution Account to the REMIC LT1 Regular
Interests in the same manner that amounts are distributed on any Corresponding
Classes of Certificates on such Distribution Date.
On
each
Distribution Date, the Securities Administrator shall apply remaining amounts
in
the REMIC LT1 Distribution Account in respect of interest to the Class LT1
Pool,
Class LT1-Sub-A and Class LT1-Sub-B Interests in accordance with their interest
rates set forth above. In addition, on each Distribution Date, the Trustee
shall
apply amounts in the REMIC LT1 Distribution Account in respect of principal
to
the Class LT1-Pool, Class LT1-Sub-A and Class LT1-Sub-B Interests as
follows:
|
(i)
|
first,
to the Class LT1-Sub-A and Class LT1-Sub-B Interests, the minimum
amounts
to each such that following that allocation the weighted average
rate of
the Class LT1-Sub-A and Class LT1-Sub-B Interests, weighted on the
principal balances thereof and determined by subjecting the Class
LT1-Sub-A Interest to a floor of 8.4296% and subjecting the Class
LT1-Sub-B Interest to a cap of 4.000%, equals the interest rate on
the
Class B Certificates for the following Distribution
Date;
|
|
(ii)
|
second,
to the Class LT1-Pool Interest until its principal balance is reduced
to
zero; and
|
|
(iii)
|
third,
pro
rata
to
the Class LT1-Sub-A and Class LT1-Sub-B Interests in accordance with
their
principal balances following clause (i)
above.
|
Realized
Losses and Shortfalls shall be allocated in the same manner.
The
Securities Administrator shall withdraw all amounts allocated to the various
REMIC LT1 Regular Interests and deposit such amounts in the Certificate Account
for distribution pursuant to Section 3.01(a) above on such Distribution Date.
Any amount remaining in the REMIC LT1 Distribution Account after making all
other payments required under this Section 3.01(d) shall be distributed to
the
holder of the Class RC Certificates.
(g) REMIC
MT
Distributions. On each Distribution Date, the Securities Administrator shall
apply amounts in the REMIC MT Distribution Account to the REMIC MT Regular
Interests in the same manner that amounts are distributed on the Corresponding
Classes of Certificates on such Distribution Date. Realized Losses and
Shortfalls shall be allocated in the same manner. The Securities Administrator
shall withdraw all amounts allocated to the various REMIC MT Regular Interests
and deposit such amounts in the Certificate Account for distribution pursuant
to
Section 3.01(a) above on such Distribution Date. Any amount remaining in the
REMIC MT Distribution Account after making all other payments required under
this Section 3.01(e) shall be distributed to the holder of the Class R
Certificates.
26
(h) On
each
Distribution Date on which any Fair Market Value Excess is on deposit in the
Certificate Account and such Fair Market Value Excess has not been previously
distributed in accordance with this Section 3.01(h), the Securities
Administrator shall withdraw such Fair Market Value Excess, from the Certificate
Account, and shall distribute it to the Holder of the Class RC
Certificates.
Section
3.02. Allocation
of Realized Losses and Shortfalls.
(a) Realized
Losses of Principal.
(i) On
each
Distribution Date, the respective Applicable Fractions of each Realized Loss
on
a Mortgage Loan, to the extent allocable to principal, shall be allocated to
the
related Collateral Groups for further allocation to the Class or Classes of
REMIC Interests supported by such Collateral Groups in reduction of the
Certificate Balance thereof; provided,
however,
that
any Realized Loss allocated to a Collateral Group shall be allocated first
to
the Subordinate Interests related to such Collateral Group, in reverse numerical
order, until the Certificate Balance thereof is reduced to zero, and then
pro
rata
to the
Senior Interests related to such Collateral Group; provided
further,
that
Realized Losses otherwise allocable to the Class 4A-1 Certificates will instead
be allocated to the Class 4A-3 Certificates, until the Class Principal Balance
of the Class 4A-3 Certificates is reduced to zero.
(ii) The
distribution of any Current Realized Losses and Deferred Principal Amounts
to a
Class of Senior Interests on any Distribution Date shall not result in a further
reduction of the Certificate Balance of such Class of Senior Interests, but
instead shall result in the reduction of the Certificate Balance of the
Subordinate Interests in REMIC MT, until the Certificate Balance thereof has
been reduced to zero. The Current Realized Losses and Deferred Principal Amounts
shall be paid from the amounts otherwise payable to the Classes of Subordinate
Interests related to the applicable REMIC, beginning with the Class having
the
highest numerical designation. Any Current Realized Losses and Deferred
Principal Amounts not paid on the Distribution Date relating to the Due Period
in which the Realized Loss was incurred shall be carried forward and shall
be
included in the Current Realized Losses and Deferred Principal Amounts for
the
next Distribution Date.
(iii) Any
Realized Losses allocated to a Class of REMIC MT Interests pursuant to Section
3.02(a)(i) and not reimbursed on the same Distribution Date shall be allocated
on the same date to the Corresponding Class or Classes of REMIC UT
Certificates.
27
(b) Realized
Losses Allocable to Interest. On each Distribution Date, the portion of each
Realized Loss on a Mortgage Loan that exceeds the outstanding principal amount
of such Mortgage Loan shall be allocated pro
rata
to the
related Collateral Group or Groups, on the basis of the amount of interest
due
to such Collateral Group from such Mortgage Loan. On each Distribution Date,
the
interest portion of each Realized Loss allocated to a Collateral Group in
accordance with the preceding sentence shall be further allocated pro
rata,
on the
basis of Accrued Certificate Interest, on the Class Principal Balance thereof,
in the case of the Senior Certificates, and the related Apportioned Principal
Balance, in the case of the Subordinated Interests, to each Class of related
REMIC Interests; provided that the interest portion of any Realized Losses
allocated to the related Subordinate Interests in a REMIC as provided in this
Section 3.02(b) shall be allocated to such Subordinate Interests in reverse
order of seniority.
(c) Interest
Shortfall. Notwithstanding anything in the Standard Terms to the contrary,
on
each Distribution Date, before any distributions are made on the REMIC Interests
and the Certificates, Month End Interest Shortfall not covered by compensating
interest from Monthly Advances and Servicemembers Shortfall with respect to
any
Mortgage Loan shall be allocated pro
rata
among
the Classes of the related REMIC based on the amount of interest otherwise
owing
thereto in reduction of that amount. Such amounts shall be allocated in the
following order of priority: (1) sequentially, to the Subordinate Certificates,
in the inverse order of their priority and (2) to the related Classes of Senior
Certificates, pro
rata,
in
proportion to the Accrued Certificate Interest otherwise distributable
thereon.
(d) Modification
Losses. In the event that the Note Rate on a Mortgage Loan is reduced as a
result of a modification of the terms of such Mortgage Loan, such modification
shall be disregarded for purposes of calculating the Certificate Rate on any
Class of Certificates or Class of REMIC Interest. Any shortfall resulting from
any such modifications, however, shall be treated as a Realized Loss occurring
on each Distribution Date and shall be applied to reduce the Certificate
Balances of the Certificates and REMIC Interests in the manner and order of
priority set forth above.
(e) In
the
event of any Subsequent Recovery, (i) such amount shall be treated as a
Principal Prepayment Amount and shall be included in the related Available
Distribution Amount for the Distribution Date occurring in the month following
the month in which such recovery is received and (ii) the Certificate Balance
of
the Class or Classes to which the related Realized Loss had previously been
allocated, whether or not such Class or Classes remain outstanding, shall be
increased in direct order of priority, in each case by an amount equal to the
lesser of (x) the amount of such recovery and (y) the aggregate amount of
Realized Losses previously allocated to such Classes less amounts previously
allocated to such Classes pursuant to this paragraph.
28
ARTICLE
IV.
THE
SECURITIES
Section
4.01. The
Certificates.
The
Certificates shall be designated generally as the Mortgage Pass-Through
Certificates, Series 2006-10F. The aggregate principal amount of Certificates
or
Interests, as applicable, that may be executed and delivered under this Trust
Agreement is limited to $428,644,413, except for Certificates executed and
delivered upon registration of transfer of, or in exchange for, or in lieu
of,
other Certificates pursuant to Section 4.05 hereof or Sections 5.03 or 5.05
of
the Standard Terms. On the Closing Date, the Trustee 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 sets forth the Classes of Certificates,
the
initial Certificate Balance and the Certificate Rate for each Class of the
Certificates. The Certificates authorized by this Trust Agreement shall consist
of the Certificates having the designations, Initial Certificate Balances or
Notional Amounts and Certificate Rates specified in the table in Section
2.03(d).
Section
4.02. Denominations.
Each
of
the Class A and Senior Subordinate Certificates shall be issued in fully
registered, book-entry form and shall be Book-Entry Certificates. Each Class
of
Residual Certificates and Class B-4, Class B-5, and Class B-6 Certificates
shall
be issued in fully registered, certificated form. The Class A Certificates
(other than the Class 4A-2 and Class A-X Certificates) are offered in minimum
denominations of $25,000 initial Certificate Balance each and multiples of
$1 in
excess of $25,000 or, if the Class Principal Balance of such Class of
Certificates is less than $25,000, the Class Principal Balance thereof. The
Class 4A-2 Certificates are offered in minimum denominations of $1,000,000
initial Notional Amount each and multiples of $1 in excess of $1,000,000. The
Class A-X Certificates are offered in the form of a single Certificate
representing the entire Notional Amount thereof. The Subordinate Certificates
are offered in minimum denominations of $250,000 initial Certificate Balance
each and multiples of $1 in excess of $250,000. In addition, one Certificate
of
each Class (other than the Class A-X and the Residual Certificates) may be
issued evidencing the sum of an authorized denomination thereof and the
remainder of the initial Class Principal Balance (or, in the case of the
Interest Only Certificates, the Notional Amount) of such Class.
Section
4.03. Redemption
of Certificates.
(a) There
shall be no right to redemption pursuant to Section 10.01 of the Standard Terms.
Moreover, notwithstanding anything to the contrary in Section 10.02 of the
Standard Terms, the obligations created by this Trust Agreement shall terminate
upon payment to the Certificateholders of all amounts held in the Collection
Account, the Certificate Account and the Distribution Account required to be
paid to the Certificateholders pursuant to this Trust Agreement, following
the
final payment or other liquidation (or any Advance with respect thereto) of
the
last Mortgage Loan remaining in the Trust Estate or the disposition of all
property acquired upon foreclosure of any such Mortgage Loan.
29
(b) On
or
after the date on which the aggregate Scheduled Principal Balance of the
Mortgage Loans
is less
than or equal to 1% of the aggregate Scheduled Principal Balance of such
Mortgage Loans as of the Cut-Off Date the Master Servicer shall have the right
to purchase the remaining Mortgage Loans and any other assets in REMIC LT1
at
the Termination Price and thereby cause the retirement of the related
Certificates.
Notwithstanding
anything to the contrary contained herein, the obligations created by the Trust
Agreement shall terminate upon payment to the Certificateholders of all amounts
held in the Certificate Account and the REMIC LT1 Distribution Account and
the
REMIC MT Distribution Account required to be paid to the Certificateholders
pursuant to the Trust Agreement, following the earlier of: (i) the final payment
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Estate or the disposition of all property acquired
upon foreclosure of any such Mortgage Loan and (ii) the purchase of all of
the
assets of the Trust Estate as provided above. Written notice of 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 shall be specified
in
the notice of termination. Any repurchase of the assets of the Trust Estate
pursuant to this Section 4.03 shall be made at a price equal to the Termination
Price.
Section
4.04. Securities
Laws Restrictions.
Each
of
the Junior Subordinate Certificates is a Private Certificate subject to the
restrictions on transfer contained in Section 5.05(a) of the Standard Terms.
Furthermore, each of the Private Certificates is a Rule 144A Certificate. The
Class R and Class RC Certificates are Residual Certificates 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 counsel in
this transaction, to issue on behalf of the Depositor such legal opinions to
the
Trustee, the Securities Administrator 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 Trustee, the Securities
Administrator, any such Rating Agency or their respective counsels.
(b) Each
of
the Trustee, the Securities Administrator and the Master Servicer hereby
requests and authorizes its counsel to issue on behalf of such Person such
legal
opinions to the Depositor, GSMC and Xxxxxxx, Xxxxx & Co. 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.
30
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, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President
(telecopy number (000) 000-0000 and email addresses: xxxxx.xxxxxxxxxx@xx.xxx
and
xxxxxxxx.xxxx@xx.xxx)
or such
other address, telecopy number or email address as may hereafter be furnished
to
each party to this Trust Agreement in writing by the Depositor; (b) in the
case
of the Trustee, U.S. Bank National Association, Xxx Xxxx Xxxxxx, Xxxxx 0000,
Xxx
Xxxx, Xxx Xxxx 00000, Attention:
Structured Finance Department, GSR 2006-10F,
or such
other address or telecopy number as may hereafter be furnished to each party
to
this Trust Agreement in writing by the Trustee; (c) in the case of the Master
Servicer, Xxxxx Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046,
Attention: Corporate Trust Group (GSR 2006-10F) (or in the case of overnight
deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000) Telephone: (000)
000-0000 Facsimile: (000) 000-0000, or such other address, telecopy number
or
email address as may hereafter be furnished to each party to this Trust
Agreement in writing by the Master Servicer; (d) in the case of the Securities
Administrator, Xxxxx Fargo Bank, N.A., Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: GSR 2006-10F, or such other address,
telecopy number or email address as may hereafter be furnished to each party
to
this Trust Agreement in writing by the Securities Administrator; and (e) in
the
case of the Custodians, the addresses set forth in the Custodial Agreement
with
respect to such Custodian. The addresses of the rating agencies required to
be
stated herein pursuant to Section 13.08(d) of the Standard Terms are Fitch
Ratings, Xxx
Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
and
Standard & Poor’s Ratings Services, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
[Signature
page follows]
31
IN
WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer, the Securities
Administrator and the Custodians 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
|
||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
|
Name:
Xxxx X. Xxxxx
Title:
Managing Director
|
||
|
U.S.
BANK NATIONAL ASSOCIATION, not
in its individual capacity, but solely in its
capacity as Trustee under this Trust Agreement
|
||
| |
|
|
| By: | /s/ Xxxxxxxx X’Xxxxx | |
|
Name:
Xxxxxxxx X’Xxxxx
Title:
Vice President
|
||
|
U.S.
BANK NATIONAL ASSOCIATION, not
in its individual capacity, but solely in its
capacity as a Custodian
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name:
Xxxxxx Xxxxxxx
Title:
Vice President
|
||
|
XXXXX
FARGO BANK, N.A.,
not
in its individual capacity, but solely in its capacity as Securities
Administrator and Master Servicer
|
||
| |
|
|
| By: | /s/ Xxxxxxxx X. X. Xxxxx | |
|
Name:
Xxxxxxxx X. X. Xxxxx
Title:
Vice President
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
not
in its individual capacity, but solely in its capacity as a
Custodian
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Name:
Xxxxxx Xxxx
Title:
Associate
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
not
in its individual capacity, but solely in its capacity as a
Custodian
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxxx | |
|
Name:
Xxxxx X. Xxxxxx
Title: Vice
President
|
||
|
Solely
for purposes of Section 2.01(a),
accepted
and agreed to by:
XXXXXXX
XXXXX MORTGAGE COMPANY
By:
Xxxxxxx
Xxxxx Real Estate Funding
Corp.,
its General Partner
|
|||
| |
|
|
|
| By: | /s/ Xxxx X. Xxxxx | ||
|
Name: Xxxx X. Xxxxx Title: Managing
Director
|
|||
SCHEDULE
I
Mortgage
Loan Schedule
SCHEDULE
II
Master
Loan Purchase Agreements Related to the Mortgage Loans Acquired through the
Conduit Program
EXHIBIT
A
Form
of
Certificates
A-1
