GS MORTGAGE SECURITIES CORP.,
DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-3F
CLASS [ ] CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE, IN ITS
CAPACITY AS CUSTODIAN FOR DTC (IN SUCH CAPACITY, THE
“CUSTODIAN”) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
[THE YIELD TO THE HOLDER OF THIS
CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE RATE OF PRINCIPAL
PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE
LOANS.]
[THIS CLASS [ ]
CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT
TO PRINCIPAL.]
[THIS CLASS [ ]
CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN
THE TRUST AGREEMENT REFERENCED HEREIN.]
THIS CLASS [ ] CERTIFICATE
REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX
PURPOSES.
THE PRINCIPAL OF THIS CLASS [
] CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.
ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE
BY INQUIRY OF THE CUSTODIAN.
GS MORTGAGE SECURITIES CORP.,
DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-3F
CLASS [ ] CERTIFICATE
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APPROXIMATE AGGREGATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS [ ] CERTIFICATES AS OF THE CLOSING DATE: $[
] [(1)]
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APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE AS OF THE CLOSING DATE: $[ ]
[(1)]
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INITIAL CERTIFICATE RATE PER ANNUM: [ ]% [(1)]
[VARIABLE]
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PERCENTAGE INTEREST: [ ]%
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MINIMUM
DENOMINATION:
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$[
] AND $1 IN EXCESS OF $[ ]
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DATE
OF THE TRUST
AGREEMENT: AS OF
MARCH 1, 2005
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APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE OF THE MORTGAGE LOANS HELD BY THE TRUST: $[
]
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CLOSING DATE:
MARCH 30, 2005
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SERVICERS:
COUNTRYWIDE HOME LOANS SERVICING LP, INDYMAC BANK, F.S.B., NATIONAL
CITY MORTGAGE CO.
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FIRST DISTRIBUTION DATE:
APRIL 25, 2005
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FINAL SCHEDULED DISTRIBUTION DATE:
[
]
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TRUSTEE: WACHOVIA BANK, NATIONAL ASSOCIATION
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CUSTODIAN: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
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NO.
1
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CUSIP NO.: [ ]
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[(1)
This Certificate is an interest-only
certificate and is not entitled to payments of
principal.]
GS MORTGAGE SECURITIES CORP.,
DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-3F
CLASS [ ] CERTIFICATE
evidencing a beneficial ownership
interest in a Trust Fund consisting of the entire beneficial
ownership of a pool of certain fixed-rate, one- to four-family,
first lien Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN
OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE
SECURITIES CORP., THE SERVICERS, THE TRUSTEE, THE CUSTODIAN OR ANY
OF THEIR AFFILIATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage
Interest evidenced by this Certificate in the Class [ ]
Certificates (the “Class [ ] Certificates”)
issued pursuant to a master servicing and trust agreement, dated as
specified above (the “Trust Agreement”), among GS
Mortgage Securities Corp., as Depositor (hereinafter the
“Depositor,” which term includes any successor entity
under the Trust Agreement), JPMorgan Chase Bank, National
Association, as custodian, securities administrator and master
servicer (in such capacities, the “Custodian,” the
“Securities Administrator” and the “Master
Servicer,” respectively), and Wachovia Bank, National
Association, as Trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth
hereafter. The Trust Fund consists primarily of a pool of
Mortgage Loans. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust
Agreement and also is subject to certain terms and conditions set
forth in (i) the Assignment, Assumption and Recognition Agreement
dated as of March 1, 2005, by and among the Depositor, the Trustee,
Countrywide Home Loans Servicing LP and Countrywide Home Loans,
Inc., and as acknowledged by the Master Servicer (the
“Countrywide Trustee AAR”), (ii) the Assignment,
Assumption and Recognition Agreement dated as of March 1, 2005, by
and among the Depositor, the Trustee and IndyMac Bank, F.S.B, and
as acknowledged by the Master Servicer (the “IndyMac Trustee
AAR”), (iii) the Assignment, Assumption and Recognition
Agreement dated as of March 1, 2005, by and among the Depositor,
the Trustee and National City Mortgage Co., and as acknowledged by
the Master Servicer (the “National City Trustee AAR, “
and together with the Countrywide Trustee AAR, the IndyMac Trustee
AAR and the National City Trustee AAR, the “Assignment
Agreements”), and (iv) the related documents assigned
pursuant thereto to which the Holder of this Certificate, by virtue
of the acceptance hereof, assents and by which such
Certificateholder is bound.
Distributions of principal of and
interest on this Certificate (including the final distribution on
this Certificate) will be made out of the related Available
Distribution Amount, to the extent and subject to the limitations
set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business
Day, beginning in April 2005 (each, a “Distribution
Date”), commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is registered
at the close of business on the last Business Day of the related
Interest Accrual Period (the “Record Date”). The
“Interest Accrual Period” for any Distribution Date is
the immediately preceding calendar month. All sums
distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment
is legal tender for the payment of public and private
debts.
[Distributions of principal of and
interest on this Certificate (including the final distribution on
this Certificate) will be made out of the related Available
Distribution Amount, to the extent and subject to the limitations
set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business
Day, beginning in April 2005 (each, a “Distribution
Date”), commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is registered
at the close of business on the last Business Day of the related
Interest Accrual Period (the “Record Date”). The
“Interest Accrual Period” for any Distribution Date the
period from and including the 25 th day of the
immediately preceding month to and including the 24 th
day of the current month. All sums distributable on this
Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the
payment of public and private debts.]
[Distributions of interest on this
Certificate (including the final distribution on this Certificate)
will be made out of the related Available Distribution Amount, to
the extent and subject to the limitations set forth in the Trust
Agreement, on the 25th day of each month, or if such day is not a
Business Day, the next succeeding Business Day, beginning in April
2005 (each, a “Distribution Date”), commencing on the
first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the
last Business Day of the related Interest Accrual Period (the
“Record Date”). The “Interest Accrual
Period” for any Distribution Date is the immediately
preceding calendar month. All sums distributable on this
Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the
payment of public and private debts.]
[Distributions of interest on this
Certificate (including the final distribution on this Certificate)
will be made out of the related Available Distribution Amount, to
the extent and subject to the limitations set forth in the Trust
Agreement, on the 25th day of each month, or if such day is not a
Business Day, the next succeeding Business Day, beginning in April
2005 (each, a “Distribution Date”), commencing on the
first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the
last Business Day of the related Interest Accrual Period (the
“Record Date”). The “Interest Accrual
Period” for any Distribution Date is the period from and
including the 25 th day of the immediately preceding
month to and including the 24 th day of the current
month. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and
private debts.]
[Distributions of principal of this
Certificate (including the final distribution on this Certificate)
will be made out of the related Available Distribution Amount, to
the extent and subject to the limitations set forth in the Trust
Agreement, on the 25th day of each month, or if such day is not a
Business Day, the next succeeding Business Day, beginning in April
2005 (each, a “Distribution Date”), commencing on the
first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of
busines