EXHIBIT 4
================================================================================
GS MORTGAGE SECURITIES CORP.,
Depositor,
LITTON LOAN SERVICING LP,
Servicer,
CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC,
Seller,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
--------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
--------------------------------------
GSAMP TRUST 2006-HE6
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-HE6
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans..................................
Section 2.02 Acceptance by the
Trustee of the Mortgage Loans...............
Section 2.03 Repurchase or
Substitution of Mortgage Loans by the Seller....
Section 2.04 Representations and
Warranties of the Seller and GSMC
with Respect to the Mortgage Loans...........................
Section 2.05 Representations,
Warranties and Covenants of the Servicer.....
Section 2.06 Representations and
Warranties of the Seller..................
Section 2.07 Covenants of the
Seller.......................................
Section 2.08 Execution and Delivery
of Certificates........................
Section 2.09 REMIC
Matters.................................................
Section 2.10 Representations and
Warranties of the Depositor...............
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Servicer to Service Mortgage Loans.............................
Section 3.02
Subservicing Agreements between the Servicer and
Subservicers...................................................
Section 3.03
Successor Subservicers.........................................
Section 3.04
Liability of the Servicer......................................
Section 3.05 No
Contractual Relationship between Subservicers and the
Trustee.......................................................
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee.......................................................
Section 3.07
Collection of Certain Mortgage Loan Payments...................
Section 3.08
Subservicing Accounts..........................................
Section 3.09
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts...............................................
Section 3.10
Collection Account.............................................
Section 3.11
Withdrawals from the Collection Account........................
Section 3.12
Investment of Funds in the Collection Account, Escrow
Accounts and the Distribution Account.........................
Section 3.13
Maintenance of Hazard Insurance and Errors and Omissions
and Fidelity Coverage.........................................
Section 3.14
Enforcement of Due-On-Sale Clauses; Assumption Agreements......
Section 3.15
Realization upon Defaulted Mortgage Loans......................
Section 3.16
Release of Mortgage Files......................................
Section 3.17
Title, Conservation and Disposition of REO Property............
Section 3.18
Notification of Adjustments....................................
Section 3.19
Access to Certain Documentation and Information Regarding
the Mortgage Loans............................................
Section 3.20
Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee...........................
Section 3.21
Servicing Compensation.........................................
Section 3.22
Annual Statement as to Compliance..............................
Section 3.23
Assessment of Compliance with Servicing Criteria;
Independent Public Accountants' Attestation...................
Section 3.24
Trustee to Act as Servicer.....................................
Section 3.25
Compensating Interest..........................................
Section 3.26
Credit Reporting; Gramm-Leach-Bliley Act.......................
Section 3.27
Optional Purchases of Mortgage Loans by Servicer...............
Section 3.28
Advance Facility...............................................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances.......................................................
Section 4.02
Priorities of Distribution.....................................
Section 4.03
Monthly Statements to Certificateholders.......................
Section 4.04
Certain Matters Relating to the Determination of LIBOR.........
Section 4.05
Allocation of Applied Realized Loss Amounts....................
Section 4.06
Supplemental Interest Trust....................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...............................................
Section 5.02
Certificate Register; Registration of Transfer and
Exchange of Certificates.......................................
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates..............
Section 5.04
Persons Deemed Owners..........................................
Section 5.05
Access to List of Certificateholders' Names and Addresses......
Section 5.06
Maintenance of Office or Agency................................
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01
Respective Liabilities of the Depositor and the Servicer.......
Section 6.02
Merger or Consolidation of the Depositor or the Servicer.......
Section 6.03
Limitation on Liability of the Depositor, the Servicer
and
Others.....................................................
Section 6.04
Limitation on Resignation of the Servicer......................
Section 6.05
Additional Indemnification by the Servicer and the
Seller; Third Party Claims.....................................
Section 6.06
Servicing Rights Pledge........................................
ARTICLE VII
DEFAULT
Section 7.01
Events of Default..............................................
Section 7.02
Trustee to Act; Appointment of Successor.......................
Section 7.03
Notification to Certificateholders.............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01
Duties of the Trustee..........................................
Section 8.02
Certain Matters Affecting the Trustee..........................
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans..........
Section 8.04
Trustee May Own Certificates...................................
Section 8.05
Trustee's Fees and Expenses....................................
Section 8.06
Eligibility Requirements for the Trustee.......................
Section 8.07
Resignation and Removal of the Trustee.........................
Section 8.08
Successor Trustee..............................................
Section 8.09
Merger or Consolidation of the Trustee.........................
Section 8.10
Appointment of Co-Trustee or Separate Trustee..................
Section 8.11 Tax
Matters....................................................
Section 8.12
Periodic Filings...............................................
Section 8.13 Tax
Treatment of Basis Risk Carry Forward Amounts, the
Supplemental Interest Trust and the Interest Rate Swap
Agreement.....................................................
Section 8.14
Trustee May Enforce Claims Without Possession of
Certificates..................................................
Section 8.15
Suits for Enforcement..........................................
Section 8.16
Waiver of Bond Requirement.....................................
Section 8.17
Waiver of Inventory, Accounting and Appraisal Requirement......
ARTICLE IX
TERMINATION
Section 9.01
Termination upon Liquidation or Purchase of the Mortgage
Loans.........................................................
Section 9.02
Final Distribution on the Certificates.........................
Section 9.03
Additional Termination Requirements............................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment......................................................
Section 10.02
Recordation of Agreement; Counterparts.........................
Section 10.03
Governing Law..................................................
Section 10.04
Intention of Parties...........................................
Section 10.05
Notices........................................................
Section 10.06
Severability of Provisions.....................................
Section 10.07
Limitation on Rights of Certificateholders.....................
Section 10.08
Inspection and Audit Rights....................................
Section 10.09
Certificates Nonassessable and Fully Paid......................
Section 10.10 Rule of
Construction...........................................
Section 10.11 Waiver
of Jury Trial...........................................
Section 10.12 Rights
of the Swap Provider....................................
Section 10.13
Regulation AB Compliance; Intent of the Parties;
Reasonableness................................................
<PAGE>SCHEDULES
Schedule I
Mortgage Loan Schedule
EXHIBITS
Exhibit A
Form of Class A, Class M and Class B Certificates
Exhibit B
Form of Class P Certificate
Exhibit C
Form of Class R
Exhibit C-2 Form
of Class R-X Certificates
Exhibit D
Form of Class CE Certificate
Exhibit E
Form of Initial Certification of Trustee
Exhibit F-1 Form
of Initial Certification of Custodian
Exhibit F-2 Form
of Certification
Exhibit G-1 Form
of Class R Residual Transfer Affidavit
Exhibit G-2 Form
of Class R-X Residual Transfer Affidavit
Exhibit H
Form of Transferor Certificate
Exhibit I-1 Form
of Rule 144A Letter
Exhibit I-2 Form
of Non-Rule 144A Investment Letter
Exhibit J
Form of Request for Release
Exhibit K
Form of Contents for Each Mortgage File
Exhibit L
Form of Certification to be provided with Form 10-K
Exhibit M
Form of Trustee's Certification to be provided to Servicer
Exhibit N
Servicing Criteria
Exhibit O
Power of Attorney
Exhibit P-1
Seller Mortgage Loan Purchase Agreement
Exhibit P-2 GSMC
Mortgage Loan Purchase Agreement
Exhibit Q
Interest Rate Swap and Cap Agreements
Exhibit R
Custodial Agreement
Exhibit S
Form 8-K Disclosure
Exhibit T
Form 10-D Disclosure
Exhibit U
Form 10-K Disclosure
<PAGE>
THIS POOLING AND
SERVICING AGREEMENT, dated as of September 1,
2006, among GS MORTGAGE SECURITIES CORP., a Delaware corporation,
as depositor
(the "Depositor"), LITTON LOAN SERVICING LP, a Delaware limited
partnership, as
servicer (the "Servicer"), CREDIT-BASED ASSET SERVICING AND
SECURITIZATION LLC,
a Delaware limited liability company, as seller (the "Seller"), and
U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee
(the
"Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that eight segregated asset pools
within
the Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the
Interest Rate
Swap Agreement and the Interest Rate Cap Agreement, (iii) the
Supplemental
Interest Trust and the Supplemental Interest Trust Account, (iv)
the Excess
Reserve Fund Account and (v) the right of the Principal
Certificates to receive
Basis Risk Carry Forward Amounts and the obligation to pay Class IO
Shortfalls)
be treated for federal income tax purposes as comprising eight
REMICs (each, a
"Trust REMIC" or, in the alternative, Pooling-Tier REMIC-1,
Pooling-Tier
REMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC, the Class B-1
REMIC, the
Class B-2 REMIC, the Class B-3 REMIC and the Class CE REMIC,
respectively). The
Class CE Interest, Class IO Interest and each Class of Principal
Certificates
(other than the right of each Class of Principal Certificates to
receive Basis
Risk Carry Forward Amounts and the obligation to pay Class IO
Shortfalls)
represents ownership of a regular interest in a REMIC for purposes
of the REMIC
Provisions.
The Class R Certificates represent ownership of the sole class
of
residual interest in each of Pooling-Tier REMIC-1, Pooling-Tier
REMIC-2, the
Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC
Provisions.
The Class R-X Certificates represent ownership of the sole class of
residual
interest in the Class B-1 REMIC, Class B-2 REMIC, the Class B-3
REMIC and the
Class CE REMIC for purposes of the REMIC Provisions. The Start-up
Day for each
Trust REMIC described herein is the Closing Date. The latest
possible maturity
date for each regular interest is the latest date referenced in
Section 2.09.
The Class CE REMIC shall hold as assets the Class UT-CE
Interest
and the Class UT-IO Interest as set out below. The Upper-Tier REMIC
shall hold
as assets the several classes of uncertificated Lower-Tier Regular
Interests,
set out below. The Lower-Tier REMIC shall hold as assets the
several classes of
uncertificated Pooling-Tier REMIC-2 Regular Interests set out
below.
Pooling-Tier REMIC-2 shall hold as assets the several classes of
uncertificated
Pooling-Tier REMIC-1 Regular Interests set out below. Pooling-Tier
REMIC-1 shall
hold as assets the assets of the Trust Fund (exclusive of (i) the
Prepayment
Premiums, (ii) the Interest Rate Swap Agreement and the Interest
Rate Cap
Agreement, (iii) the Supplemental Interest Trust and the
Supplemental Interest
Trust Account, (iv) the Excess Reserve Fund Account and (v) the
right of each
Class of Principal Certificates to receive Basis Risk Carry Forward
Amounts and
the obligation to pay Class IO Shortfalls). The Class LT-A-1, Class
LT-A-2,
Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class
LT-M-3, Class
LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8,
Class LT-B-1,
Class LT-B-2 and Class LT-B-3 Interests are hereby designated the
LT-Accretion
Directed Classes (the "LT-Accretion Directed Classes"). Each of the
LT-Accretion
Directed Classes, the Class LT-Accrual Interest, the Class LT-FL
Interest, the
Class LT-FX Interest and the Class LT-IO Interest is hereby
designated as a
regular interest in the Lower-Tier REMIC.
The Class B-1 REMIC shall hold as an asset the Class B-1
Interest
issued by the Upper-Tier REMIC, the Class B-1 Certificates shall
represent
ownership of the regular interest issued by the Class B-1 REMIC and
the Class
B2-R Interest shall represent the sole class of residual interest
in the Class
B-1 REMIC.
The Class B-2 REMIC shall hold as an asset the Class B-2
Interest
issued by the Upper-Tier REMIC, the Class B-2 Certificates shall
represent
ownership of the regular interest issued by the Class B-2 REMIC and
the Class
B2-R Interest shall represent the sole class of residual interest
in the Class
B-2 REMIC.
The Class B-3 REMIC shall hold as an asset the Class B-3
Interest
issued by the Upper-Tier REMIC, the Class B-3 Certificates shall
represent
ownership of the regular interest issued by the Class B-3 REMIC and
the Class
B3-R Interest shall represent the sole class of residual interest
in the Class
B-3 REMIC.
The Class CE REMIC shall hold as an asset the Class UT-CE
Interest
and the Class UT-IO Interest issued by the Upper-Tier REMIC, the
Class CE
Interest and Class CE-IO Interest shall represent the regular
interests issued
by the Class CE REMIC and the Class CE-R Interest shall represent
the sole class
residual interest in the Class CE REMIC.
For federal income tax purposes, each Class of Principal
Certificates represents a beneficial ownership of a regular
interest in the
Upper-Tier REMIC and the right to receive Basis Risk Carry Forward
Amounts,
subject to the obligation to pay Class IO Shortfalls, the Class CE
Certificates
represent beneficial ownership of the Class CE Interest, the Class
IO Interest,
the Interest Rate Swap Agreement, the Interest Rate Cap Agreement,
the
Supplemental Interest Trust and the Supplemental Interest Trust
Account, the
Excess Reserve Fund Account and the right to receive Class IO
Shortfalls,
subject to the obligation to pay Basis Risk Carry Forward Amounts,
and the Class
P Certificates represent beneficial ownership of the Prepayment
Premiums, which
portions of the Trust Fund shall be treated as a grantor trust.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest is hereby designated
as a regular
interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1 shall
also issue the
Class PT1-R Interest, which shall be represented by the Class R
Certificates.
The Class PT1-R Interest is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-1. The Class R-X Certificates shall
have no Class
Certificate Balance and shall have no interest rate.
Pooling-Tier REMIC-1 Pooling-Tier REMIC-1
Initial
Pooling-Tier
Interest
Interest Rate
REMIC-1 Principal Amount
-------------------- --------------------
------------------------
Class PT1-1
(1)
$44,432,455.94
Class PT1-2A
(2)
$ 4,674,906.63
Class PT1-2B
(3)
$ 4,675,181.81
Class PT1-3A
(2)
$ 5,622,529.53
Class PT1-3B
(3)
$ 5,622,529.53
Class PT1-4A
(2)
$ 6,557,668.43
Class PT1-4B
(3)
$ 6,557,668.43
Class PT1-5A
(2)
$ 7,467,934.43
Class PT1-5B
(3)
$ 7,467,934.43
Class PT1-6A
(2)
$ 8,346,411.49
Class PT1-6B
(3)
$ 8,346,411.49
Class PT1-7A
(2)
$ 9,187,738.44
Class PT1-7B
(3)
$ 9,187,738.44
Class PT1-8A
(2)
$ 9,982,976.36
Class PT1-8B
(3)
$ 9,982,976.36
Class PT1-9A
(2)
$10,681,153.94
Class PT1-9B
(3)
$10,681,153.94
Class PT1-10A
(2)
$11,024,905.21
Class PT1-10B
(3)
$11,024,905.21
Class PT1-11A
(2)
$11,147,742.24
Class PT1-11B
(3)
$11,147,742.24
Class PT1-12A
(2)
$10,983,866.48
Class PT1-12B
(3)
$10,983,866.48
Class PT1-13A
(2)
$10,493,344.55
Class PT1-13B
(3)
$10,493,344.55
Class PT1-14A
(2)
$10,000,230.06
Class PT1-14B
(3)
$10,000,230.06
Class PT1-15A
(2)
$ 9,530,582.15
Class PT1-15B
(3)
$ 9,530,582.15
Class PT1-16A
(2)
$ 9,079,316.00
Class PT1-16B
(3)
$ 9,079,316.00
Class PT1-17A
(2)
$ 8,696,912.73
Class PT1-17B
(3)
$ 8,696,912.73
Class PT1-18A
(2)
$ 8,313,441.01
Class PT1-18B
(3)
$
8,313,441.01
Class PT1-19A
(2)
$ 7,914,486.72
Class PT1-19B
(3)
$ 7,914,486.72
Class PT1-20A
(2)
$ 7,516,306.09
Class PT1-20B
(3)
$ 7,516,306.09
Class PT1-21A
(2)
$ 7,188,948.26
Class PT1-21B
(3)
$ 7,188,948.26
Class PT1-22A
(2)
$ 9,741,745.51
Class PT1-22B
(3)
$ 9,741,745.51
Class PT1-23A
(2)
$10,610,983.66
Class PT1-23B
(3)
$10,610,983.66
Class PT1-24A
(2)
$11,667,807.85
Class PT1-24B
(3)
$11,667,807.85
Class PT1-25A
(2)
$11,704,739.83
Class PT1-25B
(3)
$11,704,739.83
Class PT1-26A
(2)
$ 9,419,654.68
Class PT1-26B
(3)
$ 9,419,654.68
Class PT1-27A
(2)
$ 7,096,759.80
Class PT1-27B
(3)
$ 7,096,759.80
Class PT1-28A
(2)
$ 4,719,453.55
Class PT1-28B
(3)
$ 4,719,453.55
Class PT1-29A
(2)
$ 1,876,767.03
Class PT1-29B
(3)
$ 1,876,767.03
Class PT1-30A
(2)
$ 1,361,006.92
Class PT1-30B
(3)
$ 1,361,006.92
Class PT1-31A
(2)
$ 3,001,109.78
Class PT1-31B
(3)
$ 3,001,109.78
Class PT1-32A
(2)
$ 2,836,215.26
Class PT1-32B
(3)
$ 2,836,215.26
Class PT1-33A
(2)
$ 2,681,158.22
Class PT1-33B
(3)
$ 2,681,158.22
Class PT1-34A
(2)
$ 2,534,732.99
Class PT1-34B
(3)
$ 2,534,732.99
Class PT1-35A
(2)
$ 2,396,388.32
Class PT1-35B
(3)
$ 2,396,388.32
Class PT1-36A
(2)
$ 2,266,204.18
Class PT1-36B
(3)
$ 2,266,204.18
Class PT1-37A
(2)
$ 2,143,344.44
Class PT1-37B
(3)
$ 2,143,344.44
Class PT1-38A
(2)
$ 2,027,256.43
Class PT1-38B
(3)
$ 2,027,256.43
Class PT1-39A
(2)
$ 1,917,796.78
Class PT1-39B
(3)
$ 1,917,796.78
Class PT1-40A
(2)
$ 1,814,439.77
Class PT1-40B
(3)
$ 1,814,439.77
Class PT1-41A
(2)
$ 1,716,844.72
Class PT1-41B
(3)
$ 1,716,844.72
Class PT1-42A
(2)
$ 1,624,732.45
Class PT1-42B
(3)
$ 1,624,732.45
Class PT1-43A
(2)
$ 1,537,748.06
Class PT1-43B
(3)
$ 1,537,748.06
Class PT1-44A
(2)
$ 1,455,590.15
Class PT1-44B
(3)
$ 1,455,590.15
Class PT1-45A
(2)
$ 1,378,000.36
Class PT1-45B
(3)
$ 1,378,000.36
Class PT1-46A
(2)
$ 1,304,707.07
Class PT1-46B
(3)
$ 1,304,707.07
Class PT1-47A
(2)
$ 1,235,462.33
Class PT1-47B
(3)
$ 1,235,462.33
Class PT1-48A
(2)
$ 1,170,048.50
Class PT1-48B
(3)
$ 1,170,048.50
Class PT1-49A
(2)
$ 1,108,239.84
Class PT1-49B
(3)
$ 1,108,239.84
Class PT1-50A
(2)
$ 1,049,832.43
Class PT1-50B
(3)
$ 1,049,832.43
Class PT1-51A
(2)
$
994,631.79
Class PT1-51B
(3)
$ 994,631.79
Class PT1-52A
(2)
$ 942,457.15
Class PT1-52B
(3)
$ 942,457.15
Class PT1-53A
(2)
$ 893,137.71
Class PT1-53B
(3)
$ 893,137.71
Class PT1-54A
(2)
$ 846,511.62
Class PT1-54B
(3)
$ 846,511.62
Class PT1-55A
(2)
$ 802,442.15
Class PT1-55B
(3)
$ 802,442.15
Class PT1-56A
(2)
$ 760,784.01
Class PT1-56B
(3)
$ 760,784.01
Class PT1-57A
(2)
$ 721,765.77
Class PT1-57B
(3)
$ 721,765.77
Class PT1-58A
(2)
$ 684,660.61
Class PT1-58B
(3)
$ 684,660.61
Class PT1-59A
(2)
$13,297,162.36
Class PT1-59B
(3)
$13,297,162.36
Class PT1-R
(4)
$
0.00
--------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-1 Interest Rate") equal to the
Pooling-Tier
REMIC-1 WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i)
2
and (ii) the Pooling-Tier REMIC-1 WAC Rate, subject to a maximum
rate of
10.44%.
(3) For any
Distribution Date (and the related Interest Accrual Period)
this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-1 Interest Rate") equal to the excess,
if
any,
of (A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 WAC
Rate
over
(B) 10.44%.
(4) The Class PT1-R
Interest shall not bear interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling-Tier REMIC-1 all
expenses of the
Trust for such Distribution Date. Such expense, other than
Servicing Fees, the
Custodian Fees and Trustee Fees, shall be allocated in the same
manner as
Realized Losses.
On each Distribution Date, the interest distributable in
respect
of the Mortgage Loans for such Distribution Date shall be deemed to
be
distributed to the Pooling-Tier REMIC-1 Regular Interests at the
rates shown
above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Mortgage Loans shall be
allocated
sequentially to the outstanding Pooling-Tier REMIC-1 Regular
Interest with the
lowest numerical designation (other than the Class PT1-1 Interest)
such that, at
all times, the aggregate Pooling-Tier Principal Amount of such
Pooling-Tier
REMIC-1 Regular Interests equals the aggregate Class Certificate
Balance of the
then outstanding LIBOR Certificates, and otherwise to Class PT1-1
Interest until
the Pooling-Tier REMIC-1 Principal Amount of each such interest is
reduced to
zero; provided that, with respect to Pooling-Tier REMIC-1 Regular
Interests
relating to certificates with the same numerical designation, such
Realized
Losses, Subsequent Recoveries and payments of principal shall be
allocated pro
rata between such Pooling-Tier REMIC-1 Regular Interests.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class
PT2-R
Interest, is hereby designated as a regular interest in
Pooling-Tier REMIC-2.
The Class PT2-R Interest is hereby designated as the sole class of
residual
interest in Pooling-Tier REMIC-2 and shall be represented by the
Class R
Certificates.
<TABLE>
<CAPTION>
Corresponding
Corresponding
Corresponding
Pooling-Tier Pooling-Tier
REMIC-2 Pooling-Tier
Pooling-Tier
Scheduled
Pooling-Tier REMIC-2 REMIC-2
Initial Principal
REMIC-2
REMIC-1
Crossover
Interest
Interest Rate
Amount
IO
Interest
Regular Interest Distribution
Date
-------------------- ------------- --------------------
------------------ -------------------
-----------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-1
(1)
$44,432,455.94
N/A
N/A
N/A
Class PT2-2A
(2)
$ 4,674,906.63 Class PT2-IO-2
N/A
N/A
Class PT2-2B
(3)
$ 4,674,906.63
N/A
N/A
N/A
Class PT2-3A
(2)
$ 5,622,529.53 Class PT2-IO-3
N/A
N/A
Class PT2-3B
(3)
$ 5,622,529.53
N/A
N/A
N/A
Class PT2-4A
(2)
$ 6,557,668.43 Class PT2-IO-4
N/A
N/A
Class PT2-4B
(3)
$ 6,557,668.43
N/A
N/A
N/A
Class PT2-5A
(2)
$ 7,467,934.43 Class PT2-IO-5
N/A
N/A
Class PT2-5B
(3)
$ 7,467,934.43
N/A
N/A
N/A
Class PT2-6A
(2)
$ 8,346,411.49 Class PT2-IO-6
N/A
N/A
Class PT2-6B
(3)
$ 8,346,411.49
N/A
N/A
N/A
Class PT2-7A
(2)
$ 9,187,738.44 Class PT2-IO-7
N/A
N/A
Class PT2-7B
(3)
$ 9,187,738.44
N/A
N/A
N/A
Class PT2-8A
(2)
$ 9,982,976.36 Class PT2-IO-8
N/A
N/A
Class PT2-8B
(3)
$ 9,982,976.36
N/A
N/A
N/A
Class PT2-9A
(2)
$10,681,153.94 Class PT2-IO-9
N/A
N/A
Class PT2-9B
(3)
$10,681,153.94
N/A
N/A
N/A
Class PT2-10A
(2)
$11,024,905.21 Class PT2-IO-10
N/A
N/A
Class PT2-10B
(3)
$11,024,905.21
N/A
N/A
N/A
Class PT2-11A
(2)
$11,147,742.24 Class PT2-IO-11
N/A
N/A
Class PT2-11B
(3)
$11,147,742.24
N/A
N/A
N/A
Class PT2-12A
(2)
$10,983,866.48 Class PT2-IO-12
N/A
N/A
Class PT2-12B
(3)
$10,983,866.48
N/A
N/A
N/A
Class PT2-13A
(2)
$10,493,344.55 Class PT2-IO-13
N/A
N/A
Class PT2-13B
(3)
$10,493,344.55
N/A
N/A
N/A
Class PT2-14A
(2)
$10,000,230.06 Class PT2-IO-14
N/A
N/A
Class PT2-14B
(3)
$10,000,230.06
N/A
N/A
N/A
Class PT2-15A
(2)
$ 9,530,582.15 Class PT2-IO-15
N/A
N/A
Class PT2-15B
(3)
$ 9,530,582.15
N/A
N/A
N/A
Class PT2-16A
(2)
$ 9,079,316.00 Class PT2-IO-16
N/A
N/A
Class PT2-16B
(3)
$ 9,079,316.00
N/A
N/A
N/A
Class PT2-17A
(2)
$ 8,696,912.73 Class PT2-IO-17
N/A
N/A
Class PT2-17B
(3)
$ 8,696,912.73
N/A
N/A
N/A
Class PT2-18A
(2)
$ 8,313,441.01 Class PT2-IO-18
N/A
N/A
Class PT2-18B
(3)
$
8,313,441.01
N/A
N/A
N/A
Class PT2-19A
(2)
$ 7,914,486.72 Class PT2-IO-19
N/A
N/A
Class PT2-19B
(3)
$ 7,914,486.72
N/A
N/A
N/A
Class PT2-20A
(2)
$ 7,516,306.09 Class PT2-IO-20
N/A
N/A
Class PT2-20B
(3)
$ 7,516,306.09
N/A
N/A
N/A
Class PT2-21A
(2)
$ 7,188,948.26 Class PT2-IO-21
N/A
N/A
Class PT2-21B
(3)
$ 7,188,948.26
N/A
N/A
N/A
Class PT2-22A
(2)
$ 9,741,745.51 Class PT2-IO-22
N/A
N/A
Class PT2-22B
(3)
$ 9,741,745.51
N/A
N/A
N/A
Class PT2-23A
(2)
$10,610,983.66 Class PT2-IO-23
N/A
N/A
Class PT2-23B
(3)
$10,610,983.66
N/A
N/A
N/A
Class PT2-24A
(2)
$11,667,807.85 Class PT2-IO-24
N/A
N/A
Class PT2-24B
(3)
$11,667,807.85
N/A
N/A
N/A
Class PT2-25A
(2)
$11,704,739.83 Class PT2-IO-25
N/A
N/A
Class PT2-25B
(3)
$11,704,739.83
N/A
N/A
N/A
Class PT2-26A
(2)
$ 9,419,654.68
Class PT2-IO-26
N/A
N/A
Class PT2-26B
(3)
$ 9,419,654.68
N/A
N/A
N/A
Class PT2-27A
(2)
$ 7,096,759.80 Class PT2-IO-27
N/A
N/A
Class PT2-27B
(3)
$ 7,096,759.80
N/A
N/A
N/A
Class PT2-28A
(2)
$ 4,719,453.55 Class PT2-IO-28
N/A
N/A
Class PT2-28B
(3)
$ 4,719,453.55
N/A
N/A
N/A
Class PT2-29A
(2)
$ 1,876,767.03 Class PT2-IO-29
N/A
N/A
Class PT2-29B
(3)
$ 1,876,767.03
N/A
N/A
N/A
Class PT2-30A
(2)
$ 1,361,006.92 Class PT2-IO-30
N/A
N/A
Class PT2-30B
(3)
$ 1,361,006.92
N/A
N/A
N/A
Class PT2-31A
(2)
$ 3,001,109.78 Class PT2-IO-31
N/A
N/A
Class PT2-31B
(3)
$ 3,001,109.78
N/A
N/A
N/A
Class PT2-32A
(2)
$ 2,836,215.26 Class PT2-IO-32
N/A
N/A
Class PT2-32B
(3)
$ 2,836,215.26 N/A
N/A
N/A
Class PT2-33A
(2)
$ 2,681,158.22 Class PT2-IO-33
N/A
N/A
Class PT2-33B
(3)
$ 2,681,158.22
N/A
N/A
N/A
Class PT2-34A
(2)
$ 2,534,732.99 Class PT2-IO-34
N/A
N/A
Class PT2-34B
(3)
$ 2,534,732.99
N/A
N/A
N/A
Class PT2-35A
(2)
$ 2,396,388.32 Class PT2-IO-35
N/A
N/A
Class PT2-35B
(3)
$ 2,396,388.32
N/A
N/A
N/A
Class PT2-36A
(2)
$ 2,266,204.18 Class PT2-IO-36
N/A
N/A
Class PT2-36B
(3)
$ 2,266,204.18
N/A
N/A
N/A
Class PT2-37A
(2)
$ 2,143,344.44 Class PT2-IO-37
N/A
N/A
Class PT2-37B
(3)
$ 2,143,344.44
N/A
N/A
N/A
Class PT2-38A
(2)
$ 2,027,256.43 Class PT2-IO-38
N/A
N/A
Class PT2-38B
(3)
$ 2,027,256.43
N/A
N/A
N/A
Class PT2-39A
(2)
$ 1,917,796.78 Class PT2-IO-39
N/A
N/A
Class PT2-39B
(3)
$ 1,917,796.78
N/A
N/A
N/A
Class PT2-40A
(2)
$ 1,814,439.77 Class PT2-IO-40
N/A
N/A
Class PT2-40B
(3)
$ 1,814,439.77
N/A
N/A
N/A
Class PT2-41A
(2)
$ 1,716,844.72 Class PT2-IO-41
N/A
N/A
Class PT2-41B
(3)
$ 1,716,844.72
N/A
N/A
N/A
Class PT2-42A
(2)
$ 1,624,732.45 Class PT2-IO-42
N/A
N/A
Class PT2-42B
(3)
$ 1,624,732.45
N/A
N/A
N/A
Class PT2-43A
(2)
$ 1,537,748.06 Class PT2-IO-43
N/A
N/A
Class PT2-43B
(3)
$ 1,537,748.06
N/A
N/A
N/A
Class PT2-44A
(2)
$ 1,455,590.15 Class PT2-IO-44
N/A
N/A
Class PT2-44B
(3)
$ 1,455,590.15
N/A
N/A
N/A
Class PT2-45A
(2)
$ 1,378,000.36 Class PT2-IO-45
N/A
N/A
Class PT2-45B
(3)
$ 1,378,000.36
N/A
N/A
N/A
Class PT2-46A
(2)
$ 1,304,707.07 Class PT2-IO-46
N/A
N/A
Class PT2-46B
(3)
$ 1,304,707.07
N/A
N/A
N/A
Class PT2-47A
(2)
$ 1,235,462.33 Class PT2-IO-47
N/A
N/A
Class PT2-47B
(3)
$ 1,235,462.33
N/A
N/A
N/A
Class PT2-48A
(2)
$ 1,170,048.50 Class PT2-IO-48
N/A
N/A
Class PT2-48B
(3)
$ 1,170,048.50
N/A
N/A
N/A
Class PT2-49A
(2)
$ 1,108,239.84 Class PT2-IO-49
N/A
N/A
Class PT2-49B
(3)
$ 1,108,239.84
N/A
N/A
N/A
Class PT2-50A
(2)
$ 1,049,832.43 Class PT2-IO-50
N/A
N/A
Class PT2-50B
(3)
$ 1,049,832.43
N/A
N/A
N/A
Class PT2-51A
(2)
$ 994,631.79
Class
PT2-IO-51
N/A
N/A
Class PT2-51B
(3)
$ 994,631.79
N/A
N/A
N/A
Class PT2-52A
(2)
$ 942,457.15
Class
PT2-IO-52
N/A
N/A
Class PT2-52B
(3)
$ 942,457.15
N/A
N/A
N/A
Class PT2-53A
(2)
$ 893,137.71
Class
PT2-IO-53
N/A
N/A
Class PT2-53B
(3)
$ 893,137.71
N/A
N/A
N/A
Class PT2-54A
(2)
$ 846,511.62
Class
PT2-IO-54
N/A
N/A
Class PT2-54B
(3)
$ 846,511.62
N/A
N/A
N/A
Class PT2-55A
(2)
$ 802,442.15
Class
PT2-IO-55
N/A
N/A
Class PT2-55B
(3)
$ 802,442.15
N/A
N/A
N/A
Class PT2-56A
(2)
$ 760,784.01
Class
PT2-IO-56
N/A
N/A
Class PT2-56B
(3)
$ 760,784.01
N/A
N/A
N/A
Class PT2-57A
(2)
$ 721,765.77
Class
PT2-IO-57
N/A
N/A
Class PT2-57B
(3)
$ 721,765.77
N/A
N/A
N/A
Class PT2-58A
(2)
$ 684,660.61
Class
PT2-IO-58
N/A
N/A
Class PT2-58B
(3)
$ 684,660.61
N/A
N/A
N/A
Class PT2-59A
(2)
$13,297,162.36 Class PT2-IO-59
N/A
N/A
Class PT2-59B
(3)
$13,297,162.36
N/A
N/A
N/A
Class PT2-IO-2
(4)
(4)
N/A
Class PT1-2A
September 2006
Class PT2-IO-3
(4)
(4)
N/A
Class PT1-3A
October 2006
Class PT2-IO-4
(4)
(4)
N/A
Class PT1-4A
November 2006
Class PT2-IO-5
(4)
(4)
N/A
Class PT1-5A
December 2006
Class PT2-IO-6
(4)
(4)
N/A
Class PT1-6A
January 2007
Class PT2-IO-7
(4)
(4)
N/A
Class PT1-7A
February 2007
Class PT2-IO-8
(4)
(4)
N/A
Class PT1-8A
March 2007
Class PT2-IO-9
(4)
(4)
N/A
Class PT1-9A
April 2007
Class PT2-IO-10
(4)
(4)
N/A
Class PT1-10A
May 2007
Class PT2-IO-11
(4)
(4)
N/A
Class PT1-11A
June 2007
Class PT2-IO-12
(4)
(4)
N/A
Class PT1-12A
July 2007
Class PT2-IO-13
(4)
(4)
N/A
Class PT1-13A
August 2007
Class PT2-IO-14
(4)
(4)
N/A
Class PT1-14A
September 2007
Class PT2-IO-15
(4)
(4)
N/A
Class PT1-15A
October 2007
Class PT2-IO-16
(4)
(4)
N/A
Class PT1-16A
November 2007
Class PT2-IO-17
(4)
(4)
N/A
Class PT1-17A
December 2007
Class PT2-IO-18
(4)
(4)
N/A
Class PT1-18A
January 2008
Class PT2-IO-19
(4)
(4)
N/A
Class PT1-19A
February 2008
Class PT2-IO-20
(4)
(4)
N/A
Class PT1-20A
March 2008
Class PT2-IO-21
(4)
(4)
N/A
Class PT1-21A
April 2008
Class PT2-IO-22
(4)
(4)
N/A
Class PT1-22A
May 2008
Class PT2-IO-23
(4)
(4)
N/A
Class PT1-23A
June 2008
Class PT2-IO-24
(4)
(4)
N/A
Class PT1-24A
July 2008
Class PT2-IO-25
(4)
(4)
N/A
Class PT1-25A
August 2008
Class PT2-IO-26
(4)
(4)
N/A
Class PT1-26A
September 2008
Class PT2-IO-27
(4)
(4)
N/A
Class PT1-27A
October 2008
Class PT2-IO-28
(4)
(4)
N/A
Class PT1-28A
November 2008
Class PT2-IO-29
(4)
(4)
N/A
Class PT1-29A
December 2008
Class PT2-IO-30
(4)
(4)
N/A
Class PT1-30A
March 2009
Class PT2-IO-31
(4)
(4)
N/A
Class PT1-31A
April 2009
Class PT2-IO-32
(4)
(4)
N/A
Class PT1-32A
May 2009
Class PT2-IO-33
(4)
(4)
N/A
Class PT1-33A
June 2009
Class PT2-IO-34
(4)
(4)
N/A
Class PT1-34A
July 2009
Class PT2-IO-35
(4)
(4)
N/A
Class PT1-35A
August 2009
Class PT2-IO-36
(4)
(4)
N/A
Class PT1-36A
September 2009
Class PT2-IO-37
(4)
(4)
N/A
Class PT1-37A
October 2009
Class PT2-IO-38
(4)
(4)
N/A
Class PT1-38A
November 2009
Class PT2-IO-39
(4)
(4)
N/A
Class PT1-39A
December 2009
Class PT2-IO-40
(4)
(4)
N/A
Class PT1-40A
January 2010
Class PT2-IO-41
(4)
(4)
N/A
Class
PT1-41A
February 2010
Class PT2-IO-42
(4)
(4)
N/A
Class PT1-42A
March 2010
Class PT2-IO-43
(4)
(4)
N/A
Class PT1-43A
April 2010
Class PT2-IO-44
(4)
(4)
N/A
Class PT1-44A
May 2010
Class PT2-IO-45
(4)
(4)
N/A
Class PT1-45A
June 2010
Class PT2-IO-46
(4)
(4)
N/A
Class PT1-46A
July 2010
Class PT2-IO-47
(4)
(4)
N/A
Class PT1-47A
August 2010
Class PT2-IO-48
(4)
(4)
N/A
Class PT1-48A
September 2010
Class PT2-IO-49
(4)
(4)
N/A
Class PT1-49A
October 2010
Class PT2-IO-50
(4)
(4)
N/A
Class PT1-50A
November 2010
Class PT2-IO-51
(4)
(4)
N/A
Class PT1-51A
December 2010
Class PT2-IO-52
(4)
(4)
N/A
Class PT1-52A
January 2011
Class PT2-IO-53
(4)
(4)
N/A
Class PT1-53A
February 2011
Class PT2-IO-54
(4)
(4)
N/A
Class PT1-54A
March 2011
Class PT2-IO-55
(4)
(4)
N/A
Class PT1-55A
April 2011
Class PT2-IO-56
(4)
(4)
N/A
Class PT1-56A
May 2011
Class PT2-IO-57
(4)
(4)
N/A
Class PT1-57A
June 2011
Class PT2-IO-58
(4)
(4)
N/A
Class PT1-58A
July 2011
Class PT2-IO-59
(4)
(4)
N/A
Class PT1-59A
August 2011
Class PT2-R
(5)
$
0
N/A
N/A
N/A
</TABLE>
------------------
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
Pooling-Tier
REMIC-1 WAC Rate.
(2) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests and having an "A" in their class
designation,
provided that, on each Distribution Date on which interest is
distributable
on
the Corresponding Pooling-Tier REMIC-2 IO Interest, this
Pooling-Tier
REMIC-2 Regular Interest shall bear interest at a per annum rate
equal to
Swap
LIBOR subject to a maximum rate equal to the weighted average of
the
Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier REMIC-1
Regular
Interests and having an "A" in their class designation.
(3) For any
Distribution Date (and the related Interest Accrual Period),
this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate
(its "Pooling-Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier
REMIC-1 Regular Interests and having a "B" in their class
designation.
(4) Each Pooling-Tier
REMIC-2 IO is an interest-only interest and does not have
a
principal balance but has a notional balance ("Pooling-Tier REMIC-2
IO
Notional Balance") equal to the Pooling-Tier REMIC-2 Principal
Amount of
the
Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
Closing
Date
through and including the Corresponding Scheduled Crossover
Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be
entitled
to
receive interest that accrues on the Corresponding Pooling-Tier
REMIC-1
Regular Interest at a rate equal to the excess, if any, of (i)
the
Pooling-Tier REMIC-1 Interest Rate for the Corresponding
Pooling-Tier
REMIC-1 Regular Interest over (ii) Swap LIBOR. After the
Corresponding
Scheduled Crossover Distribution Date, the Pooling-Tier REMIC-2 IO
Interest
shall not accrue interest.
(5) The Class PT2-R
Interest shall not bear interest.
On each Distribution Date, the interest distributable in
respect
of the Mortgage Loans for such Distribution Date shall be
distributed to the
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2
Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Mortgage Loans shall be
allocated
sequentially to the outstanding Pooling-Tier REMIC-2 Regular
Interests (other
than the Pooling-Tier REMIC-2 IO Interests) with the lowest
numerical
designation (other than the Class PT2-1 Interest) such that, at all
times, the
aggregate Pooling-Tier Principal Amount of such Pooling-Tier
REMIC-2 Regular
Interests equals the aggregate Class Certificate Balance of the
then outstanding
LIBOR Certificates and finally to the Class PT2-1 Interest until
the
Pooling-Tier REMIC-2 Principal Amount of each such interest is
reduced to zero;
provided that, for Pooling-Tier REMIC-2 Regular Interests with the
same
numerical designation, such Realized Losses, Subsequent Recoveries
and payments
of principal shall be allocated pro rata between such Pooling-Tier
REMIC-2
Regular Interests.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest
is hereby
designated as the sole class of residual interest in the Lower-Tier
REMIC and
shall be represented by the Class R Certificates.
<TABLE>
<CAPTION>
Corresponding
Upper-Tier
Lower-Tier
REMIC
Lower-Tier
Interest
Initial Lower-Tier
Regular
Regular Interest
Rate
Principal Amount
Interest
--------------------- --------------
----------------------------- ----------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate
A-1
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-A-2
(1)
1/2 initial Class Certificate
A-2
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-A-3
(1)
1/2 initial Class Certificate
A-3
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-A-4
(1)
1/2 initial Class Certificate
A-4
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-1
(1)
1/2 initial Class Certificate
M-1
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-2
(1)
1/2 initial Class Certificate
M-2
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-3
(1)
1/2 initial Class Certificate
M-3
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-4
(1)
1/2 initial Class Certificate
M-4
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-5
(1)
1/2 initial Class Certificate
M-5
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-6
(1)
1/2 initial Class Certificate
M-6
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-7
(1)
1/2 initial Class Certificate
M-7
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-M-8
(1)
1/2 initial Class Certificate
M-8
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-B-1
(1)
1/2 initial Class Certificate
B-1
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-B-2
(1)
1/2 initial Class Certificate
B-2
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-B-3
(1)
1/2 initial Class Certificate
B-3
Balance of Corresponding
Upper-Tier REMIC Regular
Interest
Class LT-Accrual
(1)
1/2 Pool Principal Balance
N/A
plus 1/2 Overcollateralized
Amount, less the Initial
Lower-Tier Principal Amounts
of the Class LT-FX and
Class LT-FL Interests
Class LT-FL
(2)
0.001% aggregate Class
N/A
Certificate Balance of
Floating Rate Certificates(4)
Class LT-FX
(3)
0.001% (aggregate Stated
N/A
Principal Balance of
Mortgage Loans minus
aggregate Class Certificate
Balance of Floating Rate
Certificates)(4)
Class LT-IO
(5)
(5)
N/A
Class LT-R
(6)
(6)
N/A
</TABLE>
-----------------------------
(1) The interest rate
with respect to any Distribution Date for these interests
is a
per annum variable rate equal to the weighted average of the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC-2 IO Interests).
(2) The interest rate
with respect to any Distribution Date for the Class LT-FL
Interest is a per annum variable rate (expressed as a percentage
rounded to
eight decimal places) equal to the weighted average of the
Pooling-Tier
REMIC-2 Interest Rates of the Pooling-Tier REMIC-2 Regular
Interests (other
than
the Class PT2-1 Interest and the Pooling-Tier REMIC-2 IO
Interests).
(3) The interest rate
with respect to any Distribution Date for the Class LT-FX
Interest is a per annum variable rate (expressed as a percentage
rounded to
eight decimal places) equal to the Pooling-Tier REMIC-2 Interest
Rate of
the
Class PT2-1 Interest.
(4) For all
Distribution Dates, the Lower-Tier Principal Amount of this
Lower-Tier Regular Interest shall be rounded to eight decimal
places.
(5) This Lower-Tier
Regular Interest is an interest-only interest and does not
have
a Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier Regular Interest shall be entitled to receive all
interest
distributable on the Pooling-Tier REMIC-2 IO Interests.
(6) The Class LT-R
Interest does not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2,
Class LT-A-3,
Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class
LT-M-4, Class
LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8, Class LT-B-1,
Class LT-B-2 and
Class LT-B-3 Interests are hereby designated the LT-Accretion
Directed Classes
(the "LT-Accretion Directed Classes").
On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable as a reduction of the
Lower-Tier
Principal Amount of the LT-Accretion Directed Classes (each such
Class will be
reduced by an amount equal to 50% of any increase in the
Overcollateralized
Amount that is attributable to a reduction in the Class Certificate
Balance of
its Corresponding Class) and shall be accrued and added to the
Lower-Tier
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower-Tier Principal Amount of the Class
LT-Accrual Interest
shall not exceed interest accruals for such Distribution Date for
the Class
LT-Accrual Interest. In the event that: (i) 50% of the increase in
the
Overcollateralized Amount exceeds (ii) interest accruals on the
Class LT-Accrual
Interest for such Distribution Date, the excess for such
Distribution Date
(accumulated with all such excesses for all prior Distribution
Dates) will be
added to any increase in the Overcollateralized Amount for purposes
of
determining the amount of interest accrual on the Class LT-Accrual
Interest
payable as principal on the LT-Accretion Directed Classes on the
next
Distribution Date pursuant to the first sentence of this paragraph.
All payments
of scheduled principal and prepayments of principal generated by
the Mortgage
Loans and all Subsequent Recoveries allocable to principal shall be
allocated
(i) 50% to the Class LT-Accrual Interest, Class LT-FL Interest and
Class LT-FX
Interest (and further allocated among these Lower-Tier Regular
Interests in the
manner described below), and (ii) 50% to the LT-Accretion Directed
Classes (such
principal payments and Subsequent Recoveries shall be allocated
among such
LT-Accretion Directed Classes in an amount equal to 50% of the
principal amounts
and Subsequent Recoveries allocated to their respective
Corresponding Classes),
until paid in full. Notwithstanding the above, principal payments
allocated to
the Class CE Interest that result in the reduction in the
Overcollateralized
Amount shall be allocated to the Class LT-Accrual Interest (until
paid in full).
Realized Losses shall be applied so that after all distributions
have been made
on each Distribution Date (i) the Lower-Tier Principal Amount of
each of the
LT-Accretion Directed Classes is equal to 50% of the Class
Certificate Balance
of their Corresponding Class, and (ii) the Class LT-Accrual
Interest, Class
LT-FL Interest and Class LT-FX Interest (and further allocated
among these
Lower-Tier Regular Interests in the manner described below) is
equal to 50% of
the aggregate Stated Principal Balance of the Mortgage Loans plus
50% of the
Overcollateralized Amount. Any increase in the Class Certificate
Balance of a
Class of Principal Certificates as a result of a Subsequent
Recovery shall
increase the Lower-Tier Principal Amount of the Corresponding
Lower-Tier Regular
Interest by 50% of such increase, and the remaining 50% of such
increase shall
increase the Lower-Tier Principal Amount of the Class LT-Accrual
Interest. As
among the Class LT-Accrual Interest, Class LT-FL Interest and the
Class LT-FX
Interest, all payments of scheduled principal and prepayments of
principal
generated by the Mortgage Loans, all Subsequent Recoveries and all
Realized
Losses allocable to such Lower-Tier Regular Interests shall be
allocated (i) to
the Class LT-FL Interest so that its Lower-Tier Principal Amount
(computed to at
least eight decimal places) is equal to 0.001% aggregate Class
Certificate
Balance of Floating Rate Certificates, (ii) to the Class LT-FX
Interest so that
its Lower-Tier Principal Amount (computed to at least eight decimal
places) is
equal to 0.001% of the aggregate Stated Principal Balance of
Mortgage Loans
minus the aggregate Class Certificate Balance of Floating Rate
Certificates and
(iii) the remainder to the Class LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R Interest, is hereby
designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest
is hereby
designated as the sole class of residual interests in the
Upper-Tier REMIC and
shall be represented by the Class R Certificates.
<TABLE>
<CAPTION>
Upper-Tier
Initial Principal Corresponding Class of
Upper-Tier REMIC Interest Interest Rate Upper-Tier Amount
Certificates
------------------------- ------------- -----------------
----------------------
<S>
<C>
<C>
<C>
Class A-1
(1)
$283,858,000
Class A-1
Class A-2
(1)
$ 60,831,000
Class A-2
Class A-3
(1)
$100,148,000
Class A-3
Class A-4
(1)
$ 40,049,000
Class A-4
Class M-1
(1)
$ 25,436,000
Class M-1
Class M-2
(1)
$ 30,909,000
Class M-2
Class M-3
(1)
$ 11,913,000
Class M-3
Class M-4
(1)
$ 11,269,000
Class M-4
Class M-5
(1)
$ 13,201,000
Class M-5
Class M-6
(1)
$ 7,727,000
Class M-6
Class M-7
(1)
$ 7,727,000
Class M-7
Class M-8
(1)
$ 6,440,000
Class M-8
Class B-1
(1)
$ 11,590,000
Class B-1
Class B-2
(1)
$ 11,269,000
Class B-2
Class B-3
(1)
$ 10,303,000
Class B-3
Class UT-IO
(2)
(2)
N/A
Class UT-CE
(3)
(3)
N/A
Class UT-R
(4)
(4)
Class R
-----------------
</TABLE>
(1) For any
Distribution Date (and the related Interest Accrual Period),
this
interest shall bear interest at the Pass-Through Rate for the
Corresponding
Class of Certificates (without reduction in the WAC Cap, in the
case of the
LIBOR Certificates, for Swap Termination Payments).
(2) This interest is
an interest-only interest and does not have a principal
balance. On each Distribution Date, the Class UT-IO Interest shall
be
entitled to receive all interest distributable on the Class LT-IO
Interest.
(3) The Class UT-CE
Interest has an initial principal balance of $11,269,905
but
will not accrue interest on such balance but will accrue interest
on a
notional principal balance. As of any Distribution Date, the Class
UT-CE
Interest shall have a notional principal balance equal to the
aggregate of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular Interests
(other
than
the Class LT-IO, Class LT-FL and Class LT-FX Interests) as of
the
first day of the related Interest Accrual Period. With respect to
any
Interest Accrual Period, the Class UT-CE Interest shall bear
interest at a
rate
equal to the excess, if any, of the Lower-Tier Interest Rate for
the
Class LT-Accrual Interest over the product of (i) 2 and (ii) the
weighted
average of the Lower-Tier Interest Rates of the Lower-Tier REMIC
Interests
(other than the Class LT-IO, Class LT-FL and Class LT-FX
Interests), where
the
Lower-Tier Interest Rate on the Class LT-Accrual Interest is
subject to
a
cap equal to zero and each LT Accretion Directed Class is subject
to a
cap
equal to the Upper-Tier Interest Rate on its Corresponding Class
of
Upper-Tier Regular Interest. With respect to any Distribution
Date,
interest that so accrues on the notional principal balance of the
Class
UT-CE Interest shall be deferred in an amount equal to any increase
in the
Overcollateralized Amount on such Distribution Date. Such deferred
interest
shall not itself bear interest.
(4) The Class UT-R
Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the Lower-Tier Interests for such Distribution Date shall be deemed
to be
distributed on the interests in the Upper-Tier REMIC at the rates
shown above,
provided that the Class UT-IO Interest shall be entitled to receive
interest
before any other interest in the Upper-Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the
Upper-Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
Class B-1 REMIC
The Class B-1 REMIC shall issue the following classes of
interests. The Class B-1 Certificates shall represent the regular
interest in
the Class B-1 REMIC and the Class B1-R Interest shall represent the
sole class
of residual interest in the Class B-1 REMIC.
Class B-1 REMIC
Class B-1 REMIC Designatuion Interest Rate Principal Amount
---------------------------- ------------- ----------------
Class B-1 REMIC Regular
(1)
(1)
Interest
Class B1-R
(2)
(2)
------------------
(1) The Class B-1
REMIC shall issue one regular interest which shall be
represented by the Class B-1 Certificates and shall be entitled to
100% of
all
amounts payable on the Class B-1 Interest issued by the
Upper-Tier
REMIC.
(2) The Class B1-R
Interest is the sole class of residual interest in the Class
B-1
REMIC and shall be represented by the Class R-X Certificates. The
Class
B1-R
Interest does not have an interest rate or a principal balance.
Class B-2 REMIC
The Class B-2 REMIC shall issue the following classes of
interests. The Class B-2 Certificates shall represent the regular
interest in
the Class B-2 REMIC and the Class B2-R Interest shall represent the
sole class
of residual interest in the Class B-2 REMIC.
Class B-2 REMIC
Class B-2 REMIC Designation Interest Rate
Principal
Amount
--------------------------- -------------
----------------
Class B-2 REMIC Regular
(1)
(1)
Interest
Class B2-R
(2)
(2)
------------------
(1) The Class B-2
REMIC shall issue one regular interest which shall be
represented by the Class B-2 Certificates and shall be entitled to
100% of
all
amounts payable on the Class B-2 Interest issued by the
Upper-Tier
REMIC.
(2) The Class B2-R
Interest is the sole class of residual interest in the Class
B-2
REMIC and shall be represented by the Class R-X Certificates. The
Class
B2-R
Interest does not have an interest rate or a principal balance.
Class B-3 REMIC
The Class B-3 REMIC shall issue the following classes of
interests. The Class B-3 Certificates shall represent the regular
interest in
the Class B-3 REMIC and the Class B3-R Interest shall represent the
sole class
of residual interest in the Class B-3 REMIC.
Class B-3 REMIC
Class B-3 REMIC Designation Interest Rate
Principal
Amount
--------------------------- -------------
----------------
Class B-3 REMIC Regular
(1)
(1)
Interest
Class B3-R
(2)
(2)
------------------
(1) The Class B-3
REMIC shall issue one regular interest which shall be
represented by the Class B-3 Certificates and shall be entitled to
100% of
all
amounts payable on the Class B-3 Interest issued by the
Upper-Tier
REMIC.
(2) The Class B3-R
Interest is the sole class of residual interest in the Class
B-3
REMIC and shall be represented by the Class R-X Certificates. The
Class
B3-R
Interest does not have an interest rate or a principal balance.
Class CE REMIC
The Class CE REMIC shall issue the following classes of
interests. The Class CE Interest and the Class IO Interest shall
each represent
a regular interest in the Class CE REMIC and the Class R-X
Certificates shall
represent the Class CE-R Interest, the sole class of residual
interest in the
Class CE REMIC.
Class CE REMIC
Class CE REMIC Designation Interest Rate
Principal Amount
-------------------------- -------------
----------------
Class CE Interest
(1)
(1)
Class IO Interest
(2)
(2)
Class CE-R Interest
(3)
(3)
------------------
(1) The Class CE
Interest has an initial principal balance equal to the initial
principal balance of the Class UT-CE Interest and is entitled to
100% of
the
interest and principal on the Class UT-CE Interest on each
Distribution
Date.
(2) This interest is
an interest-only interest and does not have a principal
balance. On each Distribution Date the Class IO Interest shall be
entitled
to
receive 100% of the interest distributable on the Class UT-IO
Interest.
(3) The Class CE-R
Interest does not have a principal balance or an interest
rate.
Certificates
Class Designation Class Pass-Through
Rate Class
Certificate Balance
-----------------
-----------------------
-------------------------
Class A-1(3)
(1)
$283,858,000
Class A-2(3)
(1)
$ 60,831,000
Class A-3(3)
(1)
$100,148,000
Class A-4(3)
(1)
$ 40,049,000
Class M-1(3)
(1)
$ 25,436,000
Class M-2(3)
(1)
$ 30,909,000
Class M-3(3)
(1)
$ 11,913,000
Class M-4(3)
(1)
$ 11,269,000
Class M-5(3)
(1)
$ 13,201,000
Class M-6(3)
(1)
$ 7,727,000
Class M-7(3)
(1)
$ 7,727,000
Class M-8(3)
(1)
$ 6,440,000
Class B-1(3)
(2)
$ 11,590,000
Class B-2(3)
(2)
$ 11,269,000
Class B-3(3)
(2)
$ 10,303,000
Class CE
(4)
$
0
Class R
(5)
$
0
Class R-X
(6)
$
0
------------------
(1) Interest will
accrue during each Interest Accrual Period at a per annum
rate
equal to the lesser of (1) One-Month LIBOR plus the applicable
Pass-Through Margin and (2) the WAC Cap.
(2) Interest will
accrue during each Interest Accrual Period at a per annum
rate
equal to the lesser of (1) the applicable Fixed Rate and (2) the
WAC
Cap.
(3) Each of these
Certificates will represent not only the ownership of a
regular interest in the Corresponding REMIC but also the right to
receive
payments from the Excess Reserve Fund Account and in the case of
the LIBOR
Certificates, the Supplemental Interest Trust. Each of these
Certificates
will
also be subject to the obligation to pay Class IO Shortfalls as
described in Section 8.13. For federal income tax purposes, any
amount
distributed on the Principal Certificates on any such Distribution
Date in
excess of the amount distributable on the regular interest in
the
Corresponding REMIC on such Distribution Date shall be treated as
having
been
paid from the Excess Reserve Fund Account or the Supplemental
Interest
Trust, as applicable, and any amount distributable on such regular
interest
on
such Distribution Date in excess of the amount distributable on
the
Principal Certificates on such Distribution Date shall be treated
as having
been
paid to the Supplemental Interest Trust, all pursuant to, and
as
further provided in, Section 8.13. The Trustee will treat a
Principal
Certificateholder's right to receive payments from the Excess
Reserve Fund
Account and in the case of the LIBOR Certificates, the
Supplemental
Interest Trust as payments made pursuant to an interest rate cap
contract
written by the Class
CE Certificateholders.
(4) The Class CE
Certificates will represent beneficial ownership of (i) the
Class CE Interest, (ii) the Class IO Interest, (iii) the right to
receive
Class IO Shortfalls, (iv) the Interest Rate Cap Agreement, (v)
amounts in
the
Supplemental Interest Trust, including the Interest Rate Swap
Agreement
subject to the obligation to pay Net Swap Payments, to pay the
LIBOR
Certificates their respective Basis Risk Carry Forward Amounts and
(vi)
amounts in the Excess Reserve Fund Account, subject to the
obligation to
make
payments from the Excess Reserve Fund Account to the Principal
Certificates in respect of Basis Risk Carry Forward Amounts. For
federal
income tax purposes, the Trustee will treat a Class CE
Certificateholder's
obligation to make payments of Basis Risk Carry Forward Amounts to
the
Principal Certificates from the Excess Reserve Fund Account and,
without
duplication, to the LIBOR Certificates from the Supplemental
Interest Trust
as
payments made pursuant to an interest rate cap contract written by
the
Class CE Certificateholders in favor of each applicable Class of
Principal
Certificates. Such rights of the Class CE Certificateholders and
Principal
Certificateholders shall be treated as held in a portion of the
Trust Fund
that
is treated as a grantor trust under subpart E, Part I of subchapter
J
of
the Code.
(5) The Class R
Certificates do not have an interest rate. The Class R
Certificates represent ownership of the Class PT1-R Interest, the
Class
PT2-R Interest, the Class LT-R Interest and the Class UT-R
Interest.
(6) The Class R-X
Certificates do not have a principal balance or an interest
rate. The Class R-X Certificates represent the residual interest in
the
Class B-1 REMIC, Class B-2 REMIC, Class B-3 REMIC and Class CE
REMIC.
The minimum denomination for the Class A Certificates, will be
$25,000 with integral multiples of $1 in excess thereof and the
minimum
denomination for the Class M and Class B Certificates, will be
$25,000, except
that one Certificate in each Class may be issued in a different
amount. The
minimum denomination for each of the Class P and Class CE
Certificates will be a
1% Percentage Interest in such Class, the minimum denomination for
the Class R
Certificates will be $50, and the minimum denomination for the
Class R-X
Certificates shall be 100% Percentage Interest in such Class.
It is expected that each Class of Certificates will receive
its final distribution on or prior to the applicable Final
Scheduled
Distribution Date.
Set forth below are designations of Classes of Certificates to
the categories used herein:
Book-Entry Certificates........... All Classes of Certificates other
than the
Physical Certificates.
Class A Certificates.............. Class A-1, Class A-2, Class A-3
and Class
A-4 Certificates.
Class B Certificates.............. Class B-1, Class B-2 and Class
B-3
Certificates.
Class M Certificates.............. Class M-1, Class M-2, Class M-3,
Class M-4,
Class M-5, Class M-6, Class M-7 and Class
M-8 Certificates.
Delay Certificates................ Fixed-Rate Certificates.
ERISA-Restricted
Certificates................... The Class CE, Class P, Class R and
Class R-X
Certificates; any certificate with a rating
below the lowest applicable permitted rating
under the Underwriters' Exemption.
Fixed-Rate Certificates........... Class B Certificates.
LIBOR Certificates................ Class A and Class M
Certificates.
Non-Delay Certificates............ LIBOR Certificates.
Offered Certificates.............. All Classes of Certificates other
than the
Private Certificates.
Physical Certificates............. The Private Certificates and the
Residual
Certificates.
Principal Certificates............ The Fixed-Rate and LIBOR
Certificates.
Private Certificates.............. Class B, Class P, Class CE, and
Residual
Certificates.
Rating Agencies................... Moody's, Fitch, DBRS and Standard
& Poor's.
Regular Certificates.............. All Classes of Certificates other
than the
Residual Certificates.
Residual Certificates............. The Class R and Class R-X
Certificates.
Subordinated Certificates......... Class M and Class B
Certificates.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement or in the Preliminary
Statement,
the following words and phrases, unless the context otherwise
requires, shall
have the meanings specified in this Article. Unless otherwise
specified,
interest on the LIBOR Certificates will be calculated on the basis
of the actual
number of days in the related Interest Accrual Period and a 360-day
year.
Interest on the Fixed Rate Certificates and the Class CE
Certificates will be
calculated on the basis of a 360-day year consisting of twelve
30-day months:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01(a) of
this
Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account, the Supplemental Interest Trust Account and the
Excess
Reserve Fund Account. Each Account shall be an Eligible
Account.
Accrued Certificate Interest Distribution Amount: With respect
to
each Distribution Date and each Class of Certificates, an amount
equal to the
interest accrued at the applicable Pass-Through Rate during the
related Interest
Accrual Period on the Class Certificate Balance or Notional Amount
of such Class
immediately prior to such Distribution Date, reduced by such
Class's Interest
Percentage of Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls
for such Distribution Date allocated to such Certificates as
provided in Section
4.02 hereof.
Adjustable Rate Mortgage Loan: A Mortgage Loan which has a rate
at
which interest accrues that adjusts based on an Index plus a
related Gross
Margin, as set forth on and subject to the limitations in the
Mortgage Note.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Due Date on which the related Mortgage Rate adjusts as set
forth in the
related Mortgage Note and each Due Date thereafter on which the
Mortgage Rate
adjusts as set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: As defined in Section 3.28 hereof.
Advance Facility Notice: As defined in Section 3.28 hereof.
Advance Financing Person: As defined in Section 3.28 hereof.
Advance Reimbursement Amounts: As defined in Section 3.28
hereof.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such first
Person. For
the purposes of this definition, "control" means the power to
direct the
management and policies of such Person, directly or indirectly,
whether through
the ownership of voting securities, by contract or otherwise; and
the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Determination Date on account of
(i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and
Subsequent Recoveries on the Mortgage Loans received after the end
of the
related Prepayment Period and (ii) all Scheduled Payments on the
Mortgage Loans
due after the end of the related Due Period.
Applied Realized Loss Amount: With respect to any Distribution
Date, the amount, if any, by which the aggregate Class Certificate
Balance of
the Principal Certificates after distributions of principal on such
Distribution
Date exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for
such Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the recording
office),
reflecting the sale of the Mortgage to the Trustee.
Available Funds: With respect to any Distribution Date and the
Mortgage Loans, to the extent received by the Trustee (x) the sum
of (i) all
scheduled installments of interest (net of the related Expense
Fees) and
principal due on the Due Date on such Mortgage Loans in the related
Due Period
and received by the Servicer on or prior to the related
Determination Date,
together with any P&I Advances in respect thereof; (ii) all
Condemnation
Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries
received by the Servicer during the related Prepayment Period (in
each case, net
of unreimbursed expenses incurred in connection with a liquidation
or
foreclosure and unreimbursed Advances, if any); (iii) all partial
or full
prepayments on the Mortgage Loans received by the Servicer during
the related
Prepayment Period together with all Compensating Interest paid by
the Servicer
in connection therewith (excluding any Prepayment Charges); (iv)
all
Substitution Adjustment Amounts with respect to substitutions of
Mortgage Loans
that occur on or prior to the related Determination Date; (v) all
amounts
received with respect to such Distribution Date as the Repurchase
Price in
respect of a Mortgage Loan repurchased by the Seller on or prior to
the related
Determination Date; and (vi) the proceeds with respect to the
termination of the
Trust Fund pursuant to clause (a) of Section 9.01; reduced by (y)
amounts in
reimbursement for Advances previously made with respect to the
Mortgage Loans
and other amounts as to which the Servicer, the Depositor or the
Trustee are
entitled to be paid or reimbursed pursuant to this Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal (not including the payment due on its stated
maturity
date) that are based on an amortization schedule that would be
insufficient to
fully amortize the principal thereof by the stated maturity date of
the Mortgage
Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Overcollateralized Amount,
if any, for
such Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of
Principal Certificates, as of any Distribution Date, the sum of (A)
if on such
Distribution Date the Pass-Through Rate for any Class of Principal
Certificates
is based upon the WAC Cap, the excess of (i) the amount of interest
such Class
of Certificates would otherwise be entitled to receive on such
Distribution Date
had such rate not been based upon the WAC Cap for such Distribution
Date, over
(ii) the amount of interest payable on such Class of Certificates
at the WAC Cap
for such Distribution Date and (B) the portion of any such excess
described in
clause (A) for such Class of Certificates from all previous
Distribution Dates
not previously paid, together with interest thereon at a rate equal
to the
Pass-Through Rate for such Class of Certificates (without limiting
that rate by
the WAC Cap) for such Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk Carry Forward
Amounts for such
Distribution Date and (ii) the Class CE Distributable Amount (prior
to any
reduction for (x) amounts paid to the Excess Reserve Fund Account
to pay any
Basis Risk Carry Forward Payments or (y) any Defaulted Swap
Termination
Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a) the
State of New
York, Texas or Delaware, (b) the State in which the Servicer's
servicing
operations are located, or (c) any State in which the Trustee's
Corporate Trust
Office is located, are authorized or obligated by law or executive
order to be
closed.
Cap
Payment: With respect to the Interest Rate Cap Agreement and
for any Distribution Date, the amount, if any, required to be paid
by the Cap
Provider on such Distribution Date under the Interest Rate Cap
Agreement.
Cap Provider: Barclays Bank PLC, and its successors in
interest,
and any successor cap provider under any replacement Interest Rate
Cap
Agreement.
Certificate: Any one of the Certificates executed by the
Trustee
in substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of Certificates,
other than the Class CE, Class P or Residual Certificates, on any
date, the
maximum dollar amount of principal to which the Holder thereof is
then entitled
hereunder, such amount being equal to the Denomination thereof
minus all
distributions of principal previously made with respect thereto and
in the case
of any Certificates, reduced by any Applied Realized Loss Amounts
allocated to
such Class of Certificates pursuant to Section 4.05; provided,
however, that
immediately following the Distribution Date on which a Subsequent
Recovery is
distributed, the Class Certificate Balances of any Class or Classes
of
Certificates that have been previously reduced by Applied Realized
Loss Amounts
will be increased, in order of seniority, by the amount of the
Subsequent
Recovery distributed on such Distribution Date (up to the amount of
Applied
Realized Loss Amounts allocated to such Class or Classes). The
Class CE, Class P
and Residual Certificates have no Certificate Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register, except that,
solely for
the purpose of giving any consent pursuant to this Agreement, any
Certificate
registered in the name of the Depositor or any affiliate of the
Depositor shall
be deemed not to be Outstanding and the Percentage Interest
evidenced thereby
shall not be taken into account in determining whether the
requisite amount of
Percentage Interests necessary to effect such consent has been
obtained;
provided, however, that if any such Person (including the
Depositor) owns 100%
of the Percentage Interests evidenced by a Class of Certificates,
such
Certificates shall be deemed to be Outstanding for purposes of any
provision
hereof that requires the consent of the Holders of Certificates of
a particular
Class as a condition to the taking of any action hereunder. The
Trustee is
entitled to rely conclusively on a certification of the Depositor
or any
affiliate of the Depositor in determining which Certificates are
registered in
the name of an affiliate of the Depositor.
Certification: As defined in Section 8.12(b).
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balances of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) 50.60% of the aggregate Stated Principal Balance
of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date over the Overcollateralization Floor.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1".
Class A-2 Certificates: All Certificates bearing the class
designation of "Class A-2".
Class A-3 Certificates: All Certificates bearing the class
designation of "Class A-3".
Class A-4 Certificates: All Certificates bearing the class
designation of "Class A-4".
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".
Class B-1 Interest: The Upper-Tier Regular Interest held by the
Class B-1 REMIC and described in the Preliminary Statement and
related footnote
thereto.
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class M-7 Certificates (after taking
into account the
distribution of the Class M-7 Principal Distribution Amount for
such
Distribution Date), (I) the Class Certificate Balance of the Class
M-8
Certificates (after taking into account the distribution of the
Class M-8
Principal Distribution Amount for such Distribution Date) and (J)
the Class
Certificate Balance of the Class B-1 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 89.80% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class B1-R Interest: The residual interest on the Class B-1
REMIC,
as described in the Preliminary Statement and the related footnote
thereto,
evidenced by the Class R-X Certificates.
Class B1-REMIC: As described in the Preliminary Statement.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2".
Class B-2 Interest: The Upper-Tier Regular Interest held by the
Class B-2 REMIC and described in the Preliminary Statement and
related footnote
thereto.
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class M-7 Certificates (after taking
into account the
distribution of the Class M-7 Principal Distribution Amount for
such
Distribution Date), (I) the Class Certificate Balance of the Class
M-8
Certificates (after taking into account the distribution of the
Class M-8
Principal Distribution Amount for such Distribution Date), (J) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date) and (K) the Class Certificate Balance of the
Class B-2
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 93.30% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over the
Overcollateralization Floor.
Class B2-R Interest: The residual interest on the Class B-2
REMIC,
as described in the Preliminary Statement and the related footnote
thereto,
evidenced by the Class R-X Certificates.
Class B2 REMIC: As described in the Preliminary Statement.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3".
Class B-3 Interest: The Upper-Tier Regular Interest held by the
Class B-3 REMIC and described in the Preliminary Statement and the
related
footnote thereto.
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class M-7 Certificates (after taking
into account the
distribution of the Class M-7 Principal Distribution Amount for
such
Distribution Date), (I) the Class Certificate Balance of the Class
M-8
Certificates (after taking into account the distribution of the
Class M-8
Principal Distribution Amount for such Distribution Date), (J) the
Class
Certificate Balance of the Class B-1 Certificates (after taking
into account the
distribution of the Class B-1 Principal Distribution Amount for
such
Distribution Date), (K) the Class Certificate Balance of the Class
B-2
Certificates (after taking into account the distribution of the
Class B-2
Principal Distribution Amount for such Distribution Date) and (L)
the Class
Certificate Balance of the Class B-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 96.50% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class B3-R Interest: The residual interest on the Class B-3
REMIC,
as described in the Preliminary Statement and the related footnote
thereto,
evidenced by the Class R-X Certificates.
Class B3 REMIC: As described in the Preliminary Statement.
Class CE Certificates: All Certificates bearing the class
designation of "Class CE".
Class CE Distributable Amount: On any Distribution Date, the
sum
of (i) as a distribution in respect of interest, the amount of
interest that has
accrued on the Class CE Interest (as set forth in the Preliminary
Statement) and
not applied as an Extra Principal Distribution Amount on such
Distribution Date,
plus any such accrued interest remaining undistributed from prior
Distribution
Dates, plus (without duplication) (ii) as a distribution in respect
of
principal, any portion of the principal balance of the Class CE
Interest which
is distributable as an Overcollateralization Reduction Amount,
minus (iii) the
sum of (A) any amounts paid from the Excess Reserve Fund Account or
from the
Supplemental Interest Trust Account to pay Basis Risk Carry Forward
Amounts and
(B) any Defaulted Swap Termination Payment payable to the Swap
Provider.
Class CE Interest: An uncertificated regular interest in the
Class
CE REMIC held by the Trustee on behalf of the holders of the Class
CE
Certificates.
Class CE-R Interest: The residual interest on the Class CE
REMIC,
as described in the Preliminary Statement and related footnote
thereto,
evidenced by the Class R-X Certificates.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances of
all
Certificates of such Class as of such date.
Class IO Interest: An uncertificated regular interest in the
Class
CE REMIC held by the Trustee on behalf of the holders of the Class
CE
Certificates.
Class IO Shortfall: As defined in Section 8.13. For the
avoidance
of doubt, the Class IO Shortfall for any Distribution Date shall
equal the
amount payable to the Class CE Certificates in respect of amounts
due to the
Swap Provider on such Distribution Date (other than Defaulted Swap
Termination
Payments) in excess of the amount payable on the Class CE Interest
and Class IO
Interest on such Distribution Date, all as further provided in
Section 8.13.
Class LT-R Interest: The sole class of "residual interest" in
the
Lower-Tier REMIC evidenced by the Class R Certificates.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1".
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), and (B) the Class Certificate Balance of the Class M-1
Certificates
immediately prior to such Distribution Date over (ii) the lesser of
(A) 58.50%
of the aggregate Stated Principal Balance of the Mortgage Loans for
such
Distribution Date and (B) the excess, if any, of the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date over
the
Overcollateralization Floor.
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2".
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date) and (C) the Class Certificate
Balance of the
Class M-2 Certificates immediately prior to such Distribution Date
over (ii) the
lesser of (A) 68.10% of the aggregate Stated Principal Balance of
the Mortgage
Loans for such Distribution Date and (B) the excess, if any, of the
aggregate
Stated Principal Balance of the Mortgage Loans for such
Distribution Date over
the Overcollateralization Floor.
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3".
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date) and
(D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 71.80% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4".
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date) and (E) the Class Certificate Balance of the
Class M-4
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 75.30% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over the
Overcollateralization Floor.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5".
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), and (F)
the Class
Certificate Balance of the Class M-5 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 79.40% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6".
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date) and (G) the Class Certificate Balance of the
Class M-6
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 81.80% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over the
Overcollateralization Floor.
Class M-7 Certificates: All Certificates bearing the class
designation of "Class M-7".
Class M-7 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date) and (H)
the Class
Certificate Balance of the Class M-7 Certificates immediately prior
to such
Distribution Date over (ii) the lesser of (A) 84.20% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date
and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over the Overcollateralization
Floor.
Class M-8 Certificates: All Certificates bearing the class
designation of "Class M-8".
Class M-8 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate
Class
Certificate Balances of the Class A Certificates (after taking into
account the
distribution of the Class A Principal Distribution Amount for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution
Amount for such Distribution Date), (C) the Class Certificate
Balance of the
Class M-2 Certificates (after taking into account the distribution
of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Certificate Balance of the Class M-3 Certificates (after taking
into account the
distribution of the Class M-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account the distribution of the
Class M-4
Principal Distribution Amount for such Distribution Date), (F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking
into account the
distribution of the Class M-5 Principal Distribution Amount for
such
Distribution Date), (G) the Class Certificate Balance of the Class
M-6
Certificates (after taking into account the distribution of the
Class M-6
Principal Distribution Amount for such Distribution Date), (H) the
Class
Certificate Balance of the Class M-7 Certificates (after taking
into account the
distribution of the Class M-7 Principal Distribution Amount for
such
Distribution Date) and (H) the Class Certificate Balance of the
Class M-8
Certificates immediately prior to such Distribution Date over (ii)
the lesser of
(A) 86.20% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date
over the
Overcollateralization Floor.
Class P Certificates: All Certificates bearing the class
designation of "Class P".
Class PT1-R Interest: The residual interest in Pooling-Tier
REMIC-1 as described in the Preliminary Statement and the related
footnote
thereto.
Class PT2-R Interest: The residual interest in Pooling-Tier
REMIC-2 as described in the Preliminary Statement and the related
footnote
thereto.
Class R Certificates: All Certificates bearing the class
designation of "Class R".
Class R-X Certificates: All certificates bearing the class
designator of "Class R-X."
Class UT-IO Interest: A regular interest in the Upper-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class UT-CE Interest: A regular interest in the Upper-Tier
REMIC
as described in the Preliminary Statement and the related footnote
thereto.
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC as described in the Preliminary Statement and the related
footnote
thereto.
Closing Date: September 14, 2006.
Code: The Internal Revenue Code of 1986, including any
successor
or amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan-to-Value Ratio or CLTV: As of any date and as to
any
Second-Lien Mortgage Loan, the ratio (expressed as a percentage) of
the (a) sum
of (i) the outstanding principal balance of the Second-Lien
Mortgage Loan and
(ii) the outstanding principal balance as of such date of any
mortgage loan or
mortgage loans that are senior or equal in priority to the
Second-Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b)
(i) in the case
of a purchase, the lesser of (A) the sale price of the Mortgaged
Property and
(B) the lesser of (y) its appraised value at the time of sale or
(z) the
appraised value determined by a review appraisal conducted by the
Seller, or
(ii) in the case of a refinancing, the lesser of (A) the appraised
value of the
Mortgaged property at the time of the refinancing or (B) the
appraised value
determined by a review appraisal conducted by the Seller.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a) the amount of the Prepayment Interest Shortfall, if any, for
such
Distribution Date, with respect to any voluntary Principal
Prepayments in Full
(excluding any payments made upon liquidation of any Mortgage
Loan), and (b)
one-half of the Servicing Fee payable to the Servicer for such
Distribution
Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Corporate Trust Office: The designated office of the Trustee at
which at any particular time its corporate trust business with
respect to this
Agreement is administered, which office at the date of the
execution of this
Agreement is located at 60 Livingston Avenue, St. Paul, Minnesota
55107,
Attention: Corporate Trust Services - GSAMP 2006-HE6, and which is
the address
to which notices to and correspondence with the Trustee should be
directed.
Corresponding Class and Corresponding REMIC: The class of
interests in any Trust REMIC created under this Agreement that
corresponds to
the Class of interests in another Trust REMIC or to a Class of
Certificates or
the Class CE Interest in the manner set out below:
<TABLE>
<CAPTION>
Corresponding
Lower-Tier REMIC Corresponding
Upper-Tier
Corresponding Class of
Class Designation REMIC Regular Interest
Certificates or Interest Corresponding REMIC
----------------- ------------------------
------------------------ -------------------
<S>
<C>
<C>
<C>
Class LT-A-1
Class A-1
Class A-1
Upper-Tier
Class LT-A-2
Class A-2
Class A-2
Upper-Tier
Class LT-A-3
Class A-3
Class A-3
Upper-Tier
Class LT-A-4
Class A-4
Class A-4
Upper-Tier
Class LT-M-1
Class M-1
Class M-1
Upper-Tier
Class LT-M-2
Class M-2
Class M-2
Upper-Tier
Class LT-M-3
Class M-3
Class M-3
Upper-Tier
Class LT-M-4
Class M-4
Class M-4
Upper-Tier
Class LT-M-5
Class M-5
Class M-5
Upper-Tier
Class LT-M-6
Class M-6
Class M-6
Upper-Tier
Class LT-M-7
Class M-7
Class M-7
Upper-Tier
Class LT-M-8
Class M-8
Class M-8
Upper-Tier
Class LT-B-1
Class B-1
Class B-1
Class B-1 REMIC
Class LT-B-2
Class B-2
Class B-2
Class B-2 REMIC
Class LT-B-3
Class B-3
Class B-3
Class B-3 REMIC
N/A
Class UT-CE
Class CE
Class CE REMIC
Class LT-IO
Class UT-IO
Class CE
Class CE REMIC
</TABLE>
Corresponding Pooling-Tier REMIC-2 IO Interests: As described
in
the Preliminary Statement.
Covered Loan: A Mortgage Loan categorized as Covered pursuant
to
Appendix E of Standard & Poor's Glossary.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the
Preliminary Statement
corresponding to a Pooling-Tier REMIC-2 IO Interest.
Cumulative Loss Event: With respect to any Distribution Date, a
Cumulative Loss Event occurs if the Cumulative Loss Percentage
exceeds the
applicable percentage set forth below with respect to such
Distribution Date:
<TABLE>
<CAPTION>
Distribution Date Occurring In
Loss Percentage
------------------------------
------------------------------------------------
<S>
<C>
September 2009 through August 2010
4.65% of the Cut-off Date Pool Principal Balance
September 2010 through August 2011
7.35% of the Cut-off Date Pool Principal Balance
September 2011 through August 2012
8.55% of the Cut-off Date Pool Principal Balance
September 2012 through August 2013
9.35% of the Cut-off Date Pool Principal Balance
September 2013 and thereafter
9.85% of the Cut-off Date Pool Principal Balance
</TABLE>
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
calendar month preceding the month in which such Distribution Date
occurs and
the denominator of which is the Cut-off Date Pool Principal Balance
of the
Mortgage Loans.
Cumulative Loss Trigger Event: If, with respect to any
Distribution Date, the quotient (expressed as a percentage) of (x)
the aggregate
amount of Realized Losses incurred since the Cut-off Date through
the last day
of the related Prepayment Period, divided by (y) the Cut-off Date
Pool Principal
Balance, exceeds the applicable Cumulative Loss Percentages set
forth below with
respect to such Distribution Date:
<TABLE>
<CAPTION>
Distribution Date Occurring In
Loss Percentage
----------------------------------
----------------------------------------------------
<S>
<C>
September 2008 through August 2009
1.40% for the first month, plus an additional 1/12th
of 1.70% for each month thereafter
September 2009 through August 2010
3.10% for the first month, plus an additional 1/12th
of 1.80% for each month thereafter
September 2010 through August 2011
4.90% for the first month, plus an additional 1/12th
of 1.40% for each month thereafter
September 2011 through August 2012
6.30% for the first month, plus an additional 1/12th
of 0.80% for each month thereafter
September 2012 through August 2013
7.10% for the first month, plus an additional 1/12th
of 0.05% for each month thereafter
September 2013 and thereafter
7.15%
</TABLE>
Custodial Agreement: The Custodial Agreement, dated as of
September 1, 2006, among the Trustee, the Servicer and the
Custodian, as the
same may be amended or supplemented pursuant to the terms thereof,
a copy of
which is attached hereto as Exhibit R.
Custodial File: With respect to each Mortgage Loan, the file
retained by the Trustee or the Custodian consisting of items in
Section
2.01(a)(i)-(vi).
Custodian: The Bank of New York, a New York banking
corporation,
or any successor custodian appointed pursuant to the terms of the
Custodial
Agreement.
Cut-off Date: August 1, 2006.
Cut-off Date Pool Principal Balance: The aggregate Stated
Principal Balances of all Mortgage Loans as of the Cut-off
Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated Principal Balance thereof as of the close of business on the
Cut-off
Date.
Data Tape Information: With respect to each Mortgage Loan, the
following information as of the Cut-off Date provided by the Seller
to the
Depositor pursuant to the Purchase Agreement: (1) the Seller's
Mortgage Loan
identifying number; (2) the Mortgagor's name; (3) the street
address of the
Mortgaged Property including the city, state and zip code; (4) a
code indicating
whether the Mortgagor is self-employed; (5) as to each Mortgage
Loan, the Stated
Principal Balance as of the Cut-off Date; (6) the Index; (7) a code
indicating
whether the Mortgaged Property is owner-occupied; (8) the number
and type of
residential units constituting the Mortgaged Property; (9) the
original stated
months to maturity; (10) the original amortization months to
maturity; (11) the
stated maturity date; (12) the amount of the Scheduled Payment as
of the Cut-off
Date; (13) the first date on which the Scheduled Payment was due on
the Mortgage
Loan and, if such date is not consistent with the Due Date
currently in effect,
such Due Date; (14) the "paid through date" based on payments
received from the
related Mortgagor; (15) the original principal amount of the
Mortgage Loan; (16)
with respect to each Adjustable Rate Mortgage Loan, the Minimum
Mortgage Rate;
(17) with respect to each Adjustable Rate Mortgage Loan, the
Maximum Mortgage
Rate; (18) with respect to each Adjustable Rate Mortgage Loan, the
initial
Periodic Mortgage Rate Cap; (19) with respect to each Adjustable
Rate Mortgage
Loan, the subsequent Periodic Mortgage Rate Cap; (20) with respect
to each
Adjustable Rate Mortgage Loan, the first payment Adjustment Date
immediately
following the Cut-off Date; (21) with respect to each Adjustable
Rate Mortgage
Loan, the first Interest Rate Adjustment Date immediately following
the Cut-off
Date; (22) with respect to each Adjustable Rate Mortgage Loan, the
Gross Margin;
(23) with respect to each Adjustable Rate Mortgage Loan, the
Mortgage Rate
adjustment period; (24) the type of Mortgage Loan (i.e., Fixed Rate
or
Adjustable Rate Mortgage Loan); (25) lien position (i.e.,
First-Lien or
Second-Lien Mortgage Loan); (26) a code indicating the purpose of
the loan
(i.e., purchase, rate and term refinance, equity take-out
refinance); (27) a
code indicating the documentation style (i.e., full, asset
verification, income
verification and no documentation); (28) the credit risk score
(FICO score);
(29) the loan credit grade classification (as described in the
underwriting
guidelines); (30) the Mortgage Rate at origination; (31) the
Mortgage Rate as of
the Cut-off Date; (32) the value of the Mortgaged Property; (33) a
code
indicating the term and amount of Prepayment Charges applicable to
such Mortgage
Loan (including any prepayment penalty term), if any; (34) with
respect to each
First-Lien Mortgage Loan, the Loan-to-Value Ratio at origination,
and with
respect to each Second-Lien Mortgage Loan, the Combined
Loan-to-Value Ratio at
origination; (35) a code indicating the documentation style, as
required by
Standard & Poor's criteria; (36) asset verification (Y/N); (37)
the date of
origination; (38) a code indicating whether the Mortgage Loan is a
Balloon Loan;
(39) the Due Date for the first Scheduled Payment; (40) the
original Scheduled
Payment due; (41) the debt-to-income ratio with respect to the
Mortgage Loan;
(42) the Mortgage Rate calculation method (i.e., 30/360, simple
interest,
other); (43) a code indicating whether the Mortgage Loan is a Home
Loan; (44)
appraisal verification (Y/N); (45) type of appraisal verification,
if any; and
(46) with respect to Second-Lien Mortgage Loans, the outstanding
principal
balance of the superior lien at origination. With respect to the
Mortgage Loans
in the aggregate, the Data Tape Information shall set forth the
following
information, as of the Cut-off Date: (1) the number of Mortgage
Loans; (2) the
current aggregate outstanding principal balance of the Mortgage
Loans; (3) the
weighted average Mortgage Rate of the Mortgage Loans; and (4) the
weighted
average maturity of the Mortgage Loans.
DBRS: Dominion Bond Rating Service. If DBRS is designated as a
Rating Agency in the Preliminary Statement, for purposes of Section
10.05(c) the
address for notices to DBRS shall be Dominion Bond Rating Service,
55 Broadway,
15th Floor, New York, New York 10006, Attention: Quincy Tang, or
such other
address as DBRS may hereafter furnish to the Depositor, the Trustee
and the
Servicer.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage
Loan which
became final and non-appealable, except such a reduction resulting
from a
Deficient Valuation or any reduction that results in a permanent
forgiveness of
principal.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the Swap Provider pursuant to
the Interest
Rate Swap Agreement as a result of an Event of Default (as defined
in the
Interest Rate Swap Agreement) with respect to which the Swap
Provider is the
defaulting party or a Termination Event (as defined in the Interest
Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax
Event Upon
Merger (each as defined in the Interest Rate Swap Agreement )) with
respect to
which the Swap Provider is the sole Affected Party (as defined in
the Interest
Rate Swap Agreement).
Deficient Valuation: With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent
jurisdiction
in an amount less than the then outstanding principal balance of
the Mortgage
Loan, which valuation results from a proceeding initiated under the
United
States Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquent: With respect to any Mortgage Loan, means any
monthly
payment that is due on a Due Date that is not made by the close of
business on
the next scheduled Due Date for that Mortgage Loan.
Delinquency Trigger Event: With respect to any Distribution
Date,
the circumstances in which the quotient (expressed as a percentage)
of (x) the
rolling three month average of the Stated Principal Balances of 60+
Day
Delinquent Mortgage Loans, divided by (y) the aggregate unpaid
principal balance
of the Mortgage Loans, as of the last day of the related Due
Period, equals or
exceeds 32.25% of the prior period's Senior Enhancement
Percentage.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of
this
Certificate" or the Percentage Interest appearing on the face
thereof.
Depositor: GS Mortgage Securities Corp., a Delaware
corporation,
and its successors in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of
the State of New York.
Depository Institution: Any depository institution or trust
company, including the Trustee, that (a) is incorporated under the
laws of the
United States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated P-1 by Moody's, F1+ by Fitch, A-1 by Standard &
Poor's and R-1 by DBRS
(to the extent rated by DBRS).
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: With respect to each Remittance Date, the
16th
day (or if such day is not a Business Day, the immediately
following Business
Day) in the calendar month in which such Remittance Date
occurs.
Disqualified Non-U.S. Person: With respect to a Residual
Certificate, (i) any Non-U.S. Person or agent thereof other than a
Non-U.S.
Person that holds the Residual Certificate in connection with the
conduct of a
trade or business within the United States and has furnished the
transferor and
the Trustee with an effective IRS Form W-8ECI or (ii) any domestic
entity
classified as a partnership under the Code if any of its direct or
indirect
partners (other than through a U.S. corporation) are (or are
permitted to be
under the applicable partnership agreement) Disqualified Non-U.S.
Persons,
unless such Person described in clause (i) or (ii) above has
delivered to both
the transferor and the Trustee an opinion of a nationally
recognized tax counsel
to the effect that the transfer of the Residual Certificate to it
is in
accordance with the requirements of the Code and the regulations
promulgated
thereunder and that such transfer of the Residual Certificate will
not be
disregarded for federal income tax purposes.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07(d) in the name
of the Trustee
for the benefit of the Certificateholders and designated "U.S. Bank
National
Association in trust for registered holders of GSAMP Trust
2006-HE6
Mortgage-Pass Through Certificates, Series 2006-HE6". Funds in the
Distribution
Account shall be held in trust for the Certificateholders for the
uses and
purposes set forth in this Agreement.
Distribution Date: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if such day is not a
Business Day, the
next succeeding Business Day, commencing in September 2006.
Distribution Information: The items calculated and reported by
the
Trustee pursuant to Section 4.03(a) (i)-(iv), (vi) (with respect to
the
Trustee's Fee), (vii), (xii), (xiv)-(xvi), (xviii)-(xxv), (xiii)
(only with
respect to the Excess Reserve Fund), (xxviii) with respect to the
pool factor
and any other information included in the Monthly Statement
aggregated or
calculated by the Trustee from (a) information contained in the
Servicer
Remittance Report or (b) other information furnished to the Trustee
by the
Servicer pursuant to Section 4.03.
Document Certification and Exception Report: The report
attached
to Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment
is
due on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the
month in which
such Distribution Date occurs and ending on the first day of the
calendar month
in which such Distribution Date occurs.
Eligible Account: Either (i) an account maintained with a
federal
or state-chartered depository institution or trust company that
complies with
the definition of Eligible Institution, (ii) an account maintained
with the
corporate trust department of a federal depository institution or
state-
chartered depository institution subject to regulations regarding
fiduciary
funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation
Section 9.10(b), which, in either case, has corporate trust powers
and is acting
in its fiduciary capacity or (iii) any other account acceptable to
each Rating
Agency. Eligible Accounts may bear interest, and may include, if
otherwise
qualified under this definition, accounts maintained with the
Trustee. Each
Eligible Account shall be a separate account.
Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt
obligations,
or other short-term deposits of which are rated "A-1+" by Standard
& Poor's if
the amounts on deposit are to be held in the account for no more
than 365 days
(or at least "A-2" by Standard & Poor's if the amounts on
deposit are to be held
in the account for no more than 30 days), or the long-term
unsecured debt
obligations of which are rated at least "AA-" by Standard &
Poor's if the
amounts on deposit are to be held in the account for no more than
365 days, and
the commercial paper, short-term debt obligations or other
short-term deposits
of which are rated at least "P-1" by Moody's and "F1+" by Fitch (or
a comparable
rating if another Rating Agency is specified by the Depositor by
written notice
to the Servicer and the Trustee) (in each case, to the extent they
are
designated as Rating Agencies in the Preliminary Statement).
ERISA: The
Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 ---
(2002) (or any
successor thereto), or any substantially similar administrative
exemption
granted by the U.S. Department of Labor.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.09(b).
Escrow Payments: As defined in Section 3.09(b).
Event of Default: As defined in Section 7.01.
Excess Reserve
Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Sections 3.07(b) and
3.07(c) in the
name of the Trustee for the benefit of the Regular
Certificateholders and
designated "U.S. Bank National Association in trust for registered
holders of
GSAMP Trust 2006-HE6 Mortgage-Pass Through Certificates, Series
2006-HE6". Funds
in the Excess Reserve Fund Account shall be held in trust for the
Regular
Certificateholders for the uses and purposes set forth in this
Agreement.
Amounts on deposit in the Excess Reserve Fund Account shall not be
invested.
Excess Overcollateralized Amount: With respect to any
Distribution
Date, the excess, if any, of (a) the Overcollateralized Amount on
such
Distribution Date over (b) the Specified Overcollateralized Amount
for such
Distribution Date.
Exchange Act: As defined in Section 8.12(a).
Expense Fee Rate: As to each Mortgage Loan, a per annum rate
equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.
Expense Fees: As to each Mortgage Loan, the sum of the
Servicing
Fee and the Trustee Fee.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the related Total Monthly Excess Spread for such
Distribution
Date and (y) the related Overcollateralization Deficiency for such
Distribution
Date.
Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie
Mae Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Final Recovery Determination: With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or
REO Property
purchased by the Seller as contemplated by this Agreement), a
determination made
by the Servicer that all Insurance Proceeds, Condemnation Proceeds,
Liquidation
Proceeds and other payments or recoveries which the Servicer, in
its reasonable
good faith judgment, expects to be finally recoverable in respect
thereof have
been so recovered. The Servicer shall maintain records, prepared by
a Servicing
Officer, of each Final Recovery Determination made thereby.
Final Scheduled Distribution Date: The Final Scheduled
Distribution Date for each Class of LIBOR Certificates, Fixed Rate
Certificates
and the Class P Certificates is the Distribution Date occurring in
August 2036
and for the Class CE Certificates and the Residual Certificates is
the
Distribution Date occurring in August 2046.
First-Lien Mortgage Loan: A Mortgage Loan secured by a
first-lien
Mortgage on the related Mortgaged Property.
Fitch: Fitch, Inc., and its successors in interest. If Fitch is
designated as a Rating Agency in the Preliminary Statement, for
purposes of
Section 10.05(c) the address for notices to Fitch shall be Fitch,
Inc., One
State Street Plaza, New York, New York 10004, Attention: MBS
Monitoring - GSAMP
Trust 2006-HE6, or such other address as Fitch may hereafter
furnish to the
Depositor, the Trustee and the Servicer.
Fixed Rate: With respect to the Class B-1 Certificates, Class
B-2
Certificates, and Class B-3 Certificates, 7.000%; or 7.500%,
commencing with the
first Distribution Date after the Optional Termination Date and for
each
Distribution Date thereafter.
Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.
40-Year Trigger Event: If on the 241st Distribution Date or any
Distribution Date thereafter, (i) the aggregate Stated Principal
Balance of the
Mortgage Loans with 40-year original terms to maturity, exceeds
(ii) the actual
Overcollateralized Amount for such Distribution Date (after giving
effect to
principal distributions on such Distribution Date other than
principal
distributions resulting from this event).
Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title
III of the Emergency Home Finance Act of 1970, as amended, or any
successor
thereto.
Gross Margin: With respect to each Adjustable Rate Mortgage
Loan,
the fixed percentage amount set forth in the related Mortgage Note
to be added
to the applicable Index to determine the Mortgage Rate.
GSMC: Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in interest.
GSMC Mortgage Loan Purchase Agreement: The mortgage loan
purchase
agreement, dated as of September 14, 2006, between the Seller and
Goldman Sachs
Mortgage Company, together with that certain assignment, assumption
and
recognition agreement, dated as of September 14, 2006, among the
Seller, as
assignee, the Depositor, as assignor and GSMC, as the company.
High Cost Loan: A Mortgage Loan (a) covered by the Home
Ownership
and Equity Protection Act of 1994, (b) classified as a "high cost
home,"
"threshold," "covered," "high risk home," or "predatory" loan under
any other
applicable federal, state or local law (or a similarly classified
loan using
different terminology under a law imposing heightened regulatory
scrutiny or
additional legal liability for residential mortgage loans having
high interest
rates, points and/or fees) or (c) a Mortgage Loan categorized as
High Cost
pursuant to Appendix E of Standard & Poor's Glossary.
Home Loan: A Mortgage Loan categorized as Home Loan pursuant to
Appendix E of Standard & Poor's Glossary.
Index: As to each Adjustable Rate Mortgage Loan, the index from
time to time in effect for the adjustment of the Mortgage Rate set
forth as such
on the related Mortgage Note.
Initial Certification: As defined in Section 2.02.
Insurance Policy: With respect to any Mortgage Loan included in
the Trust Fund, any insurance policy, including all riders and
endorsements
thereto in effect, including any replacement policy or policies for
any
Insurance Policies.
Insurance Proceeds: With respect to each Mortgage Loan,
proceeds
of insurance policies insuring the Mortgage Loan or the related
Mortgaged
Property.
Interest Accrual Period: With respect to any Distribution Date
and
(i) with respect to the LIBOR Certificates, the period from the
preceding
Distribution Date to the day prior to the current Distribution Date
(or, in the
case of the first Distribution Date, the period from the Closing
Date through
September 24, 2006) and calculations of interest will be made on
the basis of
the actual number of days in the Interest Accrual Period and on a
360-day year,
and (ii) with respect to the Fixed Rate Certificates, the Class CE
Interest, the
Class IO Interest, the Class P Certificates and the Class CE
Certificates, the
calendar month immediately preceding the month in which such
Distribution Date
occurs, and calculations of interest will be made on the basis of a
360-day year
assumed to consist of twelve 30-day months.
Interest Percentage: With respect to any Class of Certificates
and
the Class CE Regular Interest and any Distribution Date, the ratio
(expressed as
a decimal carried to six places) of the Accrued Certificate
Interest for such
Class to the sum of the Accrued Certificate Interest for all
Classes, in each
case with respect to such Distribution Date.
Interest Rate Adjustment Date: With respect to each Adjustable
Rate Mortgage Loan, the date, specified in the related Mortgage
Note and the
Mortgage Loan Schedule, on which the Mortgage Rate is adjusted.
Interest Rate Cap Agreement: The interest rate cap agreement,
dated as of September 14, 2006, between the Cap Provider and the
Trustee, on
behalf of the Trust, and the related confirmation, dated September
14, 2006, or
any other cap agreement (including any related schedules) entered
into, a copy
of which is attached hereto as Exhibit Q.
Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of September 14, 2006, and the related confirmation, dated
September
14, 2006, between the Swap Provider and the Trustee, on behalf of
the Trust or
any swap agreement (including any related schedules) entered into,
a copy of
which is attached hereto as Exhibit Q.
Interest Remittance Amount: With respect to any Distribution
Date
and the Mortgage Loans, that portion of Available Funds
attributable to interest
received or advanced with respect to the Mortgage Loans, net of the
applicable
fees payable to the Servicer and Trustee for such Distribution
Date, and net of
any Net Swap Payments and Swap Termination Payments, other than
Defaulted Swap
Termination Payments, payable to the Swap Provider with respect to
such
Distribution Date.
Investment Account: As defined in Section 3.12(a).
IRS: The Internal Revenue Service.
Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received after the Determination Date
immediately following
such Due Period, whether as late payments of Scheduled Payments or
as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds, Subsequent
Recoveries or
otherwise, which represent late payments or collections of
principal and/or
interest due (without regard to any acceleration of payments under
the related
Mortgage and Mortgage Note) but delinquent for such Due Period and
not
previously recovered.
LIBOR: With respect to any Interest Accrual Period for the
LIBOR
Certificates, the rate determined by the Trustee on the related
LIBOR
Determination Date on the basis of the offered rate for one-month
U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London
time) on such date; provided, that if such rate does not appear on
Telerate Page
3750, the rate for such date will be determined on the basis of the
rates at
which one-month U.S. dollar deposits are offered by the Reference
Banks at
approximately 11:00 a.m. (London time) on such date to prime banks
in the London
interbank market. In such event, the Trustee shall request the
principal London
office of each of the Reference Banks to provide a quotation of its
rate. If at
least two such quotations are provided, the rate for that date will
be the
arithmetic mean of the quotations (rounded upwards if necessary to
the nearest
whole multiple of 1/16%). If fewer than two quotations are provided
as
requested, the rate for that date will be the arithmetic mean of
the rates
quoted by major banks in New York City, selected by the Trustee
(after
consultation with the Depositor), at approximately 11:00 a.m. (New
York City
time) on such date for one-month U.S. dollar loans to leading
European banks.
LIBOR Certificates: As specified in the Preliminary Statement.
LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day
preceding the
commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) which was
liquidated in the
calendar month preceding the month of such Distribution Date and as
to which the
Servicer has certified to the Trustee that it has received all
amounts it
expects to receive in connection with the liquidation of such
Mortgage Loan
including the final disposition of an REO Property.
Liquidation Proceeds: Cash received in connection with the
liquidation of a Liquidated Mortgage Loan, whether through a
trustee's sale,
foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: As of any date and as to any
First-Lien Mortgage Loan, the ratio (expressed as a percentage) of
the
outstanding principal balance of the First-Lien Mortgage Loan to
(a) in the case
of a purchase, the lesser of (i) the sale price of the Mortgaged
Property and
(ii) the lesser of (y) its appraised value at the time of sale or
(z) the
appraised value determined by a review appraisal conducted by the
Seller, or (b)
in the case of a refinancing, the lesser of (i) the appraised value
of the
Mortgaged Property at the time of the refinancing or (ii) the
appraised value
determined by a review appraisal conducted by the Seller.
London Business Day: Any day on which dealings in deposits of
United States dollars are transacted in the London interbank
market.
Lower-Tier Interest Rate: As described in the Preliminary
Statement.
Lower-Tier Principal Amount: The principal balance of each
Lower-Tier REMIC Regular Interest, determined as set forth in the
Preliminary
Statement. The Lower-Tier REMIC Principal Amount shall be computed
to at least
eight (8) decimal places.
Lower-Tier Regular Interest: Each of the Class LT-A-1, Class
LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2,
Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class
LT-M-8, Class
LT-B-1, Class LT-B-2, Class LT-B-3, Class LT-IO, Class LT-FL, Class
LT-FX and
Class LT-Accrual Interests as described in the Preliminary
Statement.
Lower-Tier REMIC: As described in the Preliminary Statement.
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, a rate that (i) is set forth on the Data Tape
Information and in
the related Mortgage Note and (ii) is the maximum interest rate to
which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be
increased during the
lifetime of such Adjustable Rate Mortgage Loan.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, a rate that (i) is set forth on the Data Tape
Information and in
the related Mortgage Note and (ii) is the minimum interest rate to
which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be
decreased during the
lifetime of such Adjustable Rate Mortgage Loan.
Monthly Statement: The statement delivered to the
Certificateholders pursuant to Section 4.03.
Moody's: Moody's Investors Service, Inc. If Moody's is
designated
as a Rating Agency in the Preliminary Statement, for purposes of
Section
10.05(c) the address for notices to Moody's shall be Moody's
Investors Service,
Inc., 99 Church Street, New York, New York 10007, Attention:
Residential
Mortgage Pass-Through Group, or such other address as Moody's may
hereafter
furnish to the Depositor and the Servicer.
Mortgage: The mortgage, deed of trust or other instrument
identified on the Mortgage Loan Schedule as securing a Mortgage
Note.
Mortgage File: The items pertaining to a particular Mortgage
Loan
contained in either the Servicing File or Custodial File.
Mortgage Loan: An individual Mortgage Loan that is the subject
of
this Agreement, each Mortgage Loan originally sold and subject to
this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan
includes,
without limitation, the Mortgage File, the Scheduled Payments,
Principal
Prepayments, Liquidation Proceeds, Subsequent Recoveries,
Condemnation Proceeds,
Insurance Proceeds, REO Disposition proceeds, Prepayment Charges,
and all other
rights, benefits, proceeds and obligations arising from or in
connection with
such Mortgage Loan, excluding replaced or repurchased Mortgage
Loans.
Mortgage Loan Schedule: A schedule of Mortgage Loans delivered
to
the Trustee and referred to as Schedule I, such schedule setting
forth the Data
Tape Information with respect to each Mortgage Loan.
Mortgage Note: The note or other evidence of the indebtedness of
a
Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne on a Mortgage
Note, which shall be adjusted from time to time in the case of an
Adjustable
Rate Mortgage Loan.
Mortgage Rate Caps: With respect to an Adjustable Rate Mortgage
Loan, the Periodic Mortgage Rate Cap, the Maximum Mortgage Rate,
and the Minimum
Mortgage Rate for such Mortgage Loan.
Mortgaged Property: With respect to each Mortgage Loan, the
real
property (or leasehold estate, if applicable) identified on the
Mortgage Loan
Schedule as securing repayment of the debt evidenced by the related
Mortgage
Note.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Monthly Excess Cash Flow: For any Distribution Date, the
amount remaining for distribution pursuant to subsection
4.02(a)(iii) (before
giving effect to distributions pursuant to such subsection).
Net Prepayment Interest Shortfall: For any Distribution Date,
the
amount by which the sum of the Prepayment Interest Shortfalls for
such
Distribution Date exceeds Compensating Interest payments made with
respect to
such Distribution Date.
Net Swap Payment: With respect to any Distribution Date, any
net
payment (other than a Swap Termination Payment) made by the Trust
to the Swap
Provider on the related Fixed Rate Payer Payment Date (as defined
in the
Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any
net
payment (other than a Swap Termination Payment) made by the Swap
Provider to the
Trust on the related Floating Rate Payer Payment Date (as defined
in the
Interest Rate Swap Agreement), or any amount withdrawn from the
reserve account
referred to in the first full paragraph of Section 4.06 that is
required under
that paragraph to be treated as a Net Swap Receipt for purposes of
determining
the distributions from the Supplemental Interest Trust.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-Permitted Transferee: A Person other than a Permitted
Transferee.
Nonrecoverable P&I Advance: Any P&I Advance previously made
or
proposed to be made in respect of a Mortgage Loan or REO Property
that, in the
good faith business judgment of the Servicer, will not or, in the
case of a
proposed P&I Advance, would not be ultimately recoverable from
related Late
Collections on such Mortgage Loan or REO Property as provided
herein.
Nonrecoverable Servicing Advance: Any Servicing Advances
previously made or proposed to be made in respect of a Mortgage
Loan or REO
Property, which, in accordance with Accepted Servicing Practices,
will not or,
in the case of a proposed Servicing Advance, would not be
ultimately recoverable
from related Late Collections.
Non-U.S. Person: A person that is not a U.S. Person.
Notice of Final Distribution: The notice to be provided
pursuant
to Section 9.02 to the effect that final distribution on any of the
Certificates
shall be made only upon presentation and surrender thereof.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by an officer of
the
Servicer or Subservicer with responsibility for the servicing of
the Mortgage
Loans whose name is listed on a list delivered to the Trustee
pursuant to this
Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or any Subservicer, reasonably
acceptable to
the Trustee; provided, that any Opinion of Counsel relating to (a)
qualification
of any Trust REMIC or (b) compliance with the REMIC Provisions,
must be (unless
otherwise stated in such Opinion of Counsel) an opinion of counsel
who (i) is in
fact independent of the Servicer of the Mortgage Loans, (ii) does
not have any
material direct or indirect financial interest in the Servicer of
the Mortgage
Loans or in an affiliate of the Servicer and (iii) is not connected
with the
Servicer of the Mortgage Loans as an officer, employee, director or
person
performing similar functions.
Optional Termination Date: The Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans, as of the
last day of
the related Due Period, is equal to 10% or less of the Cut-off Date
Pool
Principal Balance.
OTS: Office of Thrift Supervision, and any successor thereto.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered
to
the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other
Certificates have been executed and delivered by the Trustee
pursuant to
this
Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with a Stated Principal Balance greater than zero which was not the
subject of a
Principal Prepayment in Full prior to such Due Date and which did
not become a
Liquidated Mortgage Loan prior to such Due Date.
Overcollateralized Amount: As of any Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balance of
the Mortgage
Loans for such Distribution Date over (b) the aggregate of the
Class Certificate
Balances of the Principal Certificates as of such Distribution Date
(after
giving effect to the payment of the Principal Remittance Amount on
such
Certificates on such Distribution Date).
Overcollateralization Deficiency: With respect to any
Distribution
Date, the excess, if any, of (a) the Specified Overcollateralized
Amount
applicable to such Distribution Date over (b) the
Overcollateralized Amount
applicable to such Distribution Date.
Overcollateralization Floor: With respect to any Distribution
Date, 0.50% of the aggregate Stated Principal Balance of the
Mortgage Loan as of
the Cut-off Date.
Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the
Excess
Overcollateralized Amount and (b) the Net Monthly Excess Cash
Flow.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial.
P&I Advance: As to any Mortgage Loan or REO Property, any
advance
made by the Servicer in respect of any Remittance Date representing
the
aggregate of all payments of principal and interest, net of the
Servicing Fee,
that were due during the related Due Period on the Mortgage Loans
and that were
delinquent on the related Determination Date, plus certain amounts
representing
assumed payments not covered by any current net income on the
Mortgaged
Properties acquired by foreclosure or deed in lieu of foreclosure
as determined
pursuant to Section 4.01.
Pass-Through Margin: With respect to each Class of Regular
Certificates, the following percentages: Class A-1 Certificates,
0.030%; Class
A-2 Certificates, 0.080%; Class A-3 Certificates, 0.150%; Class
A-4
Certificates, 0.240%; Class M-1 Certificates, 0.290%; Class M-2
Certificates,
0.310%; Class M-3 Certificates, 0.320%; Class M-4 Certificates,
0.350%; Class
M-5 Certificates, 0.380%; Class M-6 Certificates, 0.450%; Class
M-7
Certificates, 0.750%; and Class M-8 Certificates, 0.950%; provided,
however that
commencing with the first Distribution Date after the Optional
Termination Date
and for each Distribution Date thereafter, the Pass-Through Margins
shall be the
following percentages: Class A-1 Certificates, 0.060%; Class A-2
Certificates,
0.160%; Class A-3 Certificates, 0.300%; Class A-4 Certificates,
0.480%; Class
M-1 Certificates, 0.435%; Class M-2 Certificates, 0.465%; Class
M-3
Certificates, 0.480%; Class M-4 Certificates, 0.525%; Class M-5
Certificates,
0.570%; Class M-6 Certificates, 0.675%; Class M-7 Certificates,
1.125%; and
Class M-8 Certificates, 1.425%.
Pass-Through Rate: For each Class of Certificates, each Class
of
Upper-Tier Regular Interest and each Class of Lower-Tier Regular
Interest, the
per annum rate set forth or calculated in the manner described in
the
Preliminary Statement.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made on
the related
Class, such percentage interest being set forth on the face thereof
or equal to
the percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Periodic Mortgage Rate Cap: With respect to an Adjustable Rate
Mortgage Loan, the periodic limit on each Mortgage Rate adjustment
as set forth
in the related Mortgage Note.
Permitted Investments: Any one or more of the following
obligations or securities acquired at a purchase price of not
greater than par,
regardless of whether issued by the Servicer, the Trustee or any of
their
respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to
timely payment of principal and interest by, the United States or
any
agency or instrumentality thereof, provided such obligations are
backed
by
the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or
bankers' acceptances (which shall each have an original maturity of
not
more
than 90 days and, in the case of bankers' acceptances, shall in
no
event have an original maturity of more than 365 days or a
remaining
maturity of more than 30 days) denominated in United States dollars
and
issued by, any Depository Institution and rated F1+ by Fitch, A-1+
by
Standard & Poor's and P-1 by Moody's;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution
(acting as principal);
(iv)
securities bearing interest or sold at a discount that are
issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by
Standard &
Poor's and Moody's (in each case, to the extent they are designated
as
Rating Agencies in the Preliminary Statement), and by each other
Rating
Agency that rates such securities in its highest long-term
unsecured
rating categories at the time of such investment or contractual
commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing obligations payable on demand or
on a
specified date not more than 30 days after the date of
acquisition
thereof) that is rated by S&P and Moody's (in each case, to the
extent
they
are designated as Rating Agencies in the Preliminary Statement),
and
by
each other Agency that rates such securities in its highest
short-term
unsecured debt rating available at the time of such investment;
(vi) units of money market funds, including money market funds
managed or advised by the Depositor or the Trustee or an
Affiliate
thereof, that have been rated "Aaa" by Moody's, "AAAm" or "AAAm-G"
by
Standard & Poor's and, if rated by Fitch, at least "AAA" by
Fitch; and
(vii) if previously confirmed in writing to the Trustee, any
other
demand, money market or time deposit, or any other obligation,
security
or
investment, as may be acceptable to each of the Rating Agencies as
a
permitted investment of funds backing "Aaa" or "AAA" rated
securities;
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than 120% of the yield to maturity at par of the underlying
obligations.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof, or any agency or
instrumentality of
any of the foregoing, (ii) a foreign government, international
organization or
any agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in Section 521 of
the Code)
which is exempt from tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable
income) on any
excess inclusions (as defined in Section 860E(c)(1) of the Code)
with respect to
any Residual Certificate, (iv) rural electric and telephone
cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) a Person that
is a
Disqualified Non-U.S. Person or a U.S. Person with respect to whom
income from a
Residual Certificate is attributable to a foreign permanent
establishment or
fixed base, within the meaning of an applicable income tax treaty,
of such
Person or any other U.S. Person, (vi) an "electing large
partnership" within the
meaning of Section 775 of the Code and (vii) any other Person so
designated by
the Depositor based upon an Opinion of Counsel that the Transfer of
an Ownership
Interest in a Residual Certificate to such Person may cause any
Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are
outstanding.
The terms "United States", "State" and "international organization"
shall have
the meanings set forth in Section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the United
States or of
any State or political subdivision thereof for these purposes if
all of its
activities are subject to tax and, with the exception of Freddie
Mac, a majority
of its board of directors is not selected by such government
unit.
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificates: As specified in the Preliminary
Statement.
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans
for such
Distribution Date that were Outstanding Mortgage Loans on the Due
Date in the
related Due Period.
Pooling-Tier Interest Rate: As specified in the Preliminary
Statement.
Pooling-Tier REMIC-1: As described in the Preliminary
Statement.
Pooling-Tier REMIC-1 Interest Rate: As described in the
Preliminary Statement.
Pooling-Tier REMIC-1 WAC Rate: As of any Distribution Date, a
per
annum rate equal to (a) the weighted average of the Mortgage
Interest Rates for
each Mortgage Loan (in each case, less than the applicable Expense
Fee Rate)
then in effect on the beginning of the related Due Period on such
Mortgage
Loans, multiplied by (b) 30 divided by the actual number of days in
the related
Interest Accrual Period.
Pooling-Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.
Pooling-Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.
Pooling-Tier REMIC-2: As described in the Preliminary
Statement.
Pooling-Tier REMIC-2 Interest Rate: As described in the
Preliminary Statement.
Pooling-Tier REMIC-2 IO Interest: Any of the Pooling-Tier
REMIC-2
Regular Interests with the designation "IO" in its name.
Pooling-Tier REMIC-2 IO Notional Balance: As described in the
Preliminary Statement.
Pooling-Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.
Pooling-Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.
Prepayment Charge: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a
Mortgagor in
connection with any Principal Prepayment pursuant to the terms of
the related
Mortgage Note.
Prepayment Interest Excess: With respect to any Remittance
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in Full
during the portion of the related Prepayment Period occurring
between the first
day of the calendar month in which such Remittance Date occurs and
the last day
of the related Prepayment Period, an amount equal to interest (to
the extent
received) at the applicable net mortgage interest rate on the
amount of such
Principal Prepayment for the number of days commencing on the first
day of the
calendar month in which such Remittance Date occurs and ending on
the date on
which such Principal Prepayment is so applied.
Prepayment Interest Shortfall: With respect to any Distribution
Date, the sum of, for each Mortgage Loan that was, during the
portion of the
related Prepayment Period from the first day of such Prepayment
Period through
the last day of the month preceding the month in which such
Distribution Date
occurs, the subject of a Principal Prepayment which is not
accompanied by an
amount equal to one month of interest that would have been due on
such Mortgage
Loan on the Due Date that occurs during such Prepayment Period and
which was
applied by the Servicer to reduce the outstanding principal balance
of such
Mortgage Loan on a date preceding such Due Date, an amount equal to
the product
of (a) the Mortgage Rate net of the Servicing Fee Rate for such
Mortgage Loan,
(b) the amount of the Principal Prepayment for such Mortgage Loan,
(c) 1/360 and
(d) the number of days commencing on the date on which such
Principal Prepayment
was applied and ending on the last day of the calendar month in
which the
related Prepayment Period begins.
Prepayment Period: With respect to any Distribution Date and
any
Principal Prepayments the 16th day of the month preceding the month
in which
such Distribution Date occurs (or, in the case of the first
Distribution Date,
from and including the Cut-off Date) to and including the 15th day
of the month
in which such Distribution Date occurs.
Principal Certificates: As specified in the Preliminary
Statement.
Principal Distribution Amount: For any Distribution Date, the
sum
of (i) the Basic Principal Distribution Amount for such
Distribution Date and
(ii) the Extra Principal Distribution Amount for such Distribution
Date.
Principal Prepayment: Any full or partial payment or other
recovery of principal on a Mortgage Loan (including upon
liquidation of a
Mortgage Loan) which is received in advance of its scheduled Due
Date, excluding
any Prepayment Charge thereon and which is not accompanied by an
amount of
interest representing scheduled interest due on any date or dates
in any month
or months subsequent to the month of prepayment.
Principal
Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution
Date, the amount equal to the sum of the following amounts (without
duplication)
with respect to the related Due Period: (i) each scheduled payment
of principal
on a Mortgage Loan due during such Due Period and received by the
Servicer on or
prior to the related Determination Date or advanced by the Servicer
for the
related Remittance Date, (ii) all Principal Prepayments received
during the
related Prepayment Period; (iii) all net Liquidation Proceeds,
Condemnation
Proceeds and Insurance Proceeds on the Mortgage Loans allocable to
principal,
and all Subsequent Recoveries, actually collected by the Servicer
during the
related Prepayment Period; (iv) the portion of the Repurchase Price
allocable to
principal with respect to each Mortgage Loan repurchased by the
Seller or the
Depositor that was repurchased on or prior to the related
Determination Date;
and (v) all Substitution Adjustment Amounts allocable to principal
with respect
to the substitutions of Mortgage Loans that occur on or prior to
the related
Determination Date; (vi) the allocable portion of the proceeds
received with
respect to the termination of the Trust Fund pursuant to clause (a)
of Section
9.01 (to the extent such proceeds relate to principal).
Private Certificates: As specified in the Preliminary
Statement.
Prospectus Supplement: The Prospectus Supplement, dated
September
13, 2006, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A planned unit development.
Purchaser: GSMC
Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no
longer in
existence, "Rating Agency" shall be such nationally recognized
statistical
rating organization, or other comparable Person, as is designated
by the
Depositor, notice of which designation shall be given to the
Trustee. References
herein to a given rating or rating category of a Rating Agency
shall mean such
rating category without giving effect to any modifiers. For
purposes of Section
10.05(c), the addresses for notices to each Rating Agency shall be
the address
specified therefor in the definition corresponding to the name of
such Rating
Agency, or such other address as either such Rating Agency may
hereafter furnish
to the Depositor and the Servicer.
Realized Losses: With respect to any date of determination and
any
Liquidated Mortgage Loan, the amount, if any, by which (a) the
unpaid principal
balance of such Liquidated Mortgage Loan together with accrued and
unpaid
interest thereon exceeds (b) the Liquidation Proceeds with respect
thereto net
of the expenses incurred by the Servicer in connection with the
liquidation of
such Liquidated Mortgage Loan and net of the amount of unreimbursed
Servicing
Advances with respect to such Liquidated Mortgage Loan.
Record Date: With respect to any Distribution Date for (i) the
LIBOR Certificates, the close of business on the Business Day
immediately
preceding such Distribution Date; provided, however, that, for any
Definitive
Certificate, the Record Date shall be the close of business on the
last Business
Day of the month preceding the month in which such applicable
Distribution Date
occurs and (ii) the Fixed-Rate Certificates, the last Business Day
of the month
preceding the month in which such applicable Distribution Date
occurs; provided,
however, that with respect to the first Distribution Date, the
Record Date shall
be the Closing Date.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary
Statement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
Relief Act Interest Shortfall: With respect to any Distribution
Date and any Mortgage Loan, any reduction in the amount of interest
collectible
on such Mortgage Loan for the most recently ended Due Period as a
result of the
application of the Servicemembers Civil Relief Act or any similar
state
statutes.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and regulations promulgated thereunder, as the
foregoing may be in
effect from time to time as well as provisions of applicable state
laws.
Remittance Date: With respect to any Distribution Date, no
later
than 12:30 p.m. Central Standard Time on the Business Day
immediately preceding
such Distribution Date.
REO Disposition: The final sale by the Servicer of any REO
Property.
REO Imputed Interest: As to any REO Property, for any period,
an
amount equivalent to interest (at the Mortgage Rate net of the
Servicing Fee
Rate that would have been applicable to the related Mortgage Loan
had it been
outstanding) on the unpaid principal balance of the Mortgage Loan
as of the date
of acquisition thereof (as such balance is reduced pursuant to
Section 3.17 by
any income from the REO Property treated as a recovery of
principal).
REO Mortgage Loan: A Mortgage Loan where title to the related
Mortgaged Property has been obtained by the Servicer in the name of
the Trustee
on behalf of the Certificateholders.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
Reportable Event: As defined in Section 8.12(g).
Repurchase
Price: With respect to any Mortgage Loan or REO
Property, an amount equal to the sum of (i) the unpaid principal
balance of such
Mortgage Loan as of the date of repurchase, or, with respect to any
REO
Property, its fair market value determined in good faith by the
Servicer, (ii)
interest on such unpaid principal balance of such Mortgage Loan at
the Mortgage
Rate from the last date through which interest has been paid to the
date of
repurchase, (iii) all unreimbursed Servicing Advances, (iv) all
expenses
incurred by the Trustee arising out of the Trustee's enforcement of
the Seller's
repurchase obligation hereunder and (v) any costs and damages
incurred by the
Trust in connection with any violation by such Mortgage Loan of any
predatory
lending law or abusive lending law.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian, substantially in the form
of Exhibit
J.
Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee, any
vice president, any assistant vice president, any assistant
secretary, any
assistant treasurer, any associate, or any other officer of the
Trustee
customarily performing functions similar to those performed by any
of the above
designated officers and also to whom, with respect to a particular
matter, such
matter is referred because of such officer's knowledge of and
familiarity with
the particular subject, and in each case who shall have direct
responsibility
for the administration of this Agreement.
Rule 144A Letter: As defined in Section 5.02(b).
Sarbanes Certification: As defined in Section 8.12(b).
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on
such Mortgage
Loan which, unless otherwise specified herein, shall give effect to
any related
Debt Service Reduction and any Deficient Valuation that affects the
amount of
the monthly payment due on such Mortgage Loan.
Second-Lien Mortgage Loan: A Mortgage Loan secured by a
second-lien Mortgage on the related Mortgaged Property.
Securities Act: The Securities Act of 1933, as amended.
Seller: Credit-Based Asset Servicing and Securitization LLC, a
Delaware limited liability company, and its successors in
interest.
Seller Mortgage Loan Purchase Agreement: The mortgage loan
purchase agreement, dated as of September 1, 2006, between the
Seller and the
Depositor.
Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class
Certificate Balance of the Subordinated Certificates and (ii)
the
Overcollateralized Amount (in each case after taking into account
the
distributions of the Principal Distribution Amount, including any
principal
payments on such Classes from the Supplemental Interest Trust, for
such
Distribution Date) by (y) the aggregate Stated Principal Balance of
the Mortgage
Loans for such Distribution Date.
Senior Specified Enhancement Percentage: As of any date of
determination, 49.40%.
Servicer: Litton Loan Servicing LP, a Delaware limited
partnership, and its successors in interest, and if a successor
servicer is
appointed hereunder, such successor.
Servicer Remittance Report: As defined in Section 4.03(d).
Servicing Advances: The customary, reasonable "out-of-pocket"
costs and expenses (including legal fees) incurred by the Servicer
in the
performance of its servicing obligations, including, but not
limited to, the
cost of (i) the preservation, restoration, inspection and
protection of a
Mortgaged Property, (ii) any enforcement or judicial proceedings,
including
foreclosures and litigation, in respect of a particular Mortgage
Loan, (iii) the
management (including reasonable fees in connection therewith) and
liquidation
of any REO Property and (iv) the performance of its obligations
under Sections
3.01, 3.09, 3.13 and 3.15. The Servicing Advances shall also
include any
reasonable "out-of-pocket" costs and expenses (including legal
fees) incurred by
the Servicer in connection with executing and recording instruments
of
satisfaction, deeds of reconveyance or Assignments of Mortgage in
connection
with any satisfaction or foreclosure in respect of any Mortgage
Loan to the
extent not recovered from the Mortgagor or otherwise payable under
this
Agreement. The Servicer shall not be required to make any
Nonrecoverable
Servicing Advances.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time
a form of
which as of the Closing Date is listed on Exhibit N.
Servicing Fee: With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest (or in the
event of any
payment of interest which accompanies a Principal Prepayment in
Full made by the
Mortgagor during such calendar month, interest for the number of
days covered by
such payment of interest) at the Servicing Fee Rate on the
applicable Stated
Principal Balance of such Mortgage Loan as of the first day of the
related Due
Period. Such fee shall be payable monthly, and shall be prorated
for any portion
of a month during which the Mortgage Loan is serviced by the
Servicer under this
Agreement. The Servicing Fee is payable solely from the interest
portion
(including recoveries with respect to interest from Liquidation
Proceeds,
Subsequent Recoveries, Insurance Proceeds, Condemnation Proceeds
and proceeds
received with respect to REO Properties) of such Scheduled Payment
collected by
the Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per
annum with respect to each Distribution Date.
Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all
documents in
the Mortgage File which are not delivered to the Trustee or the
Custodian in the
Custodial File and copies of the Mortgage Loan Documents set forth
in Exhibit K
hereto.
Servicing Officer: Any employee or officer of the Servicer
involved in, or responsible for, the administration and servicing
of the
Mortgage Loans whose name appears on a list of servicing officers
furnished to
the Trustee by the Servicer on the Closing Date pursuant to this
Agreement, as
such list may from time to time be amended.
Servicing Rights Pledgee: One or more lenders, selected by the
Servicer, to which the Servicer may pledge and assign all of its
right, title
and interest in, to and under this Agreement pursuant to and as
provided in
Section 6.06.
Servicing Transfer Date: With respect to each Servicing
Transfer
Loan, October 1, 2006, or such other date on which servicing of the
Mortgage
Loans was transferred to Litton.
Servicing Transfer Loan: Each Mortgage Loan sold by GSMC to the
Seller, the servicing of which shall be transferred to Litton on
the Servicing
Transfer Date, as identified in the Mortgage Loan Schedule.
Similar Law: As defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: With respect to any date of
determination, each Mortgage Loan with respect to which any portion
of a
Scheduled Payment is, as of the last day of the prior Due Period,
two months or
more past due, each Mortgage Loan in foreclosure, all REO
Properties and each
Mortgage Loan for which the Mortgagor has filed for bankruptcy
after the Closing
Date.
Specified Overcollateralized Amount: Prior to the Stepdown
Date,
an amount equal to 1.75% of the Cut-off Date Pool Principal
Balance. On and
after the Stepdown Date, an amount equal to 3.50% of the aggregate
Stated
Principal Balance of the Mortgage Loans for such Distribution Date,
subject,
until the Class Certificate Balance of each Class of Principal
Certificates has
been reduced to zero, to a minimum amount equal to the
Overcollateralization
Floor; provided, however, that if, on any Distribution Date, a
Trigger Event has
occurred, the Specified Overcollateralized Amount shall not be
reduced to the
applicable percentage of the then current aggregate Stated
Principal Balance of
the Mortgage Loans but will instead remain the same as the prior
period's
Specified Overcollateralized Amount until the Distribution Date on
which a
Trigger Event is no longer in effect; provided, further, that when
the Class
Certificate Balance of each Class of Principal Certificates has
been reduced to
zero, the Specified Overcollateralized Amount will thereafter equal
zero.
Standard & Poor's: Standard & Poor's Ratings Services, a
division
of The McGraw-Hill Companies, Inc. If Standard & Poor's is
designated as a
Rating Agency in the Preliminary Statement, for purposes of Section
10.05(c) the
address for notices to Standard & Poor's shall be Standard
& Poor's, 55 Water
Street, New York, New York 10041, Attention: Residential Mortgage
Surveillance
Group - GSAMP Trust 2006-HE6, or such other address as Standard
& Poor's may
hereafter furnish to the Depositor and the Servicer.
Standard & Poor's Glossary: The Standard & Poor's
LEVELS(R)
Glossary, in effect as of the Closing Date.
Startup Day: The Closing Date.
Stated Principal Balance: As to each Mortgage Loan and as of
any
date of determination, (i) the principal balance of the Mortgage
Loan at the
Cut-off Date after giving effect to payments of principal due on or
before such
date (whether or not received), minus (ii) all amounts previously
remitted to
the Trustee with respect to the related Mortgage Loan representing
payments or
recoveries of principal including advances in respect of scheduled
payments of
principal. For purposes of any Distribution Date, the Stated
Principal Balance
of any Mortgage Loan will give effect to any scheduled payments of
principal
received by the Servicer on or prior to the related Determination
Date or
advanced by the Servicer for the related Remittance Date and any
unscheduled
principal payments and other unscheduled principal collections
received during
the related Prepayment Period, and the Stated Principal Balance of
any Mortgage
Loan that has prepaid in full or has been liquidated during the
related
Prepayment Period shall be zero.
Stepdown Date: The later to occur of (i) the earlier to occur
of
(a) the Distribution Date in September 2009 and (b) the
Distribution Date
following the Distribution Date on which the aggregate Class
Certificate
Balances of the Class A Certificates have been reduced to zero and
(ii) the
first Distribution Date on which the Senior Enhancement Percentage
(calculated
for this purpose only after taking into account payments of
principal on the
Mortgage Loans applied to reduce the Stated Principal Balance of
the Mortgage
Loans for the applicable Distribution Date but prior to any
applications of
Principal Distribution Amount to the Certificates on such
Distribution Date) is
greater than or equal to the Senior Specified Enhancement
Percentage.
Subcontractor: Any third-party or Affiliated vendor,
subcontractor
or other Person utilized by a Servicer, a Subservicer, the Trustee
or the
Custodian, as applicable, that is not responsible for the overall
servicing (as
"servicing" is commonly understood by participants in the
mortgage-backed
securities market) of Mortgage Loans but performs one or more
discrete functions
identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subsequent Recovery: With respect to any Mortgage Loan or
related
Mortgaged Property that became a Liquidated Mortgage Loan or was
otherwise
disposed of, all amounts received in respect of such Liquidated
Mortgage Loan
after an Applied Realized Loss Amount related to such Mortgage Loan
or Mortgaged
Property is allocated to reduce the Class Certificate Balance of
any Class of
Subordinated Certificates. Any Subsequent Recovery that is received
during a
Prepayment Period will be included as part of the Principal
Remittance Amount
for the related Distribution Date.
Subservicer: Any Person that services Mortgage Loans on behalf
of
a Servicer or any Subservicer and is responsible for the
performance (whether
directly or through Subservicers or Subcontractors) of a
substantial portion of
the material servicing functions required to be performed by a
Servicer under
this Agreement, with respect to some or all of the Mortgage Loans,
that are
identified in Item 1122(d) of Regulation AB.
Subservicing Account: As defined in Section 3.08.
Subservicing Agreements: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan which must, on the date of such
substitution,
as confirmed in a Request for Release, substantially in the form of
Exhibit J,
(i) have a Stated Principal Balance, after deduction of all
Scheduled Payments
due in the month of substitution, not in excess of the Stated
Principal Balance
of the Deleted Mortgage Loan; (ii) be accruing interest at a rate
not lower than
and not more than 1% higher than that of the Deleted Mortgage Loan;
(iii) have a
remaining term to maturity not greater than (and not more than one
year less
than) that of the Deleted Mortgage Loan; (iv) be of the same type
as the Deleted
Mortgage Loan; and (v) comply with each representation and warranty
set forth in
Section 2.03.
Substitution Adjustment Amount: As defined in Section 2.03.
Supplemental Interest Trust: The corpus of a trust created
pursuant to Section 4.06 of this Agreement, consisting of the
Interest Rate Swap
Agreement, the Interest Rate Cap Agreement, the Class IO Interest
and the right
to receive Class IO Shortfalls, subject to the obligation to pay
amounts
specified in Section 4.06.
Supplemental Interest Trust Account: The account of that name
created pursuant to Section 4.06 of this Agreement.
Swap LIBOR: With respect to any Distribution Date (and the
related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used
in the
Interest Rate Swap Agreement), (ii) two, and (iii) the quotient of
(a) the
actual number of days in the Interest Accrual Period for the LIBOR
Certificates
divided by (b) 30.
Swap Provider: Barclays Bank PLC and its successors in
interest,
and any successor swap provider under any replacement Interest Rate
Swap
Agreement.
Swap Termination Payment: Any payment payable by the Trust or
the
Swap Provider upon termination of the Interest Rate Swap Agreement
as a result
of an Event of Default (as defined in the Interest Rate Swap
Agreement) or a
Termination Event (as defined in the Interest Rate Swap
Agreement).
Tax Matters Person: The Holder of the Class R or Class R-X
Certificates designated as "tax matters person" of each related
Trust REMIC, in
the manner provided under Treasury Regulations Section 1.860F-4(d)
and Treasury
Regulations Section 301.6231(a)(7)-1.
Tax Service Contract: As defined in Section 3.09(a).
Telerate Page 3750: The display page currently so designated on
the Bridge Telerate Service (or such other page as may replace that
page on that
service for displaying comparable rates or prices).
Termination Price: As defined in Section 9.01.
Total Monthly Excess Spread: As to any Distribution Date, an
amount equal to the excess, if any, of (i) the interest on the
Mortgage Loans
(other than Prepayment Interest Excesses) received by the Servicer
on or prior
to the related Determination Date or advanced by the Servicer for
the related
Remittance Date (net of Expense Fees) and less Net Swap Payments or
Swap
Termination Payments (other than Defaulted Swap Termination
Payments), if any,
for such Distribution Date over (ii) the sum of the amounts payable
to the
Certificates pursuant to Section 4.02(a)(i).
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trigger Event: Either a Cumulative Loss Trigger Event or a
Delinquency Trigger Event.
Trust: The express trust created hereunder in Section 2.01(c).
Trust Fund: The corpus of the trust created hereunder
consisting
of (i) the Mortgage Loans and all interest and principal with
respect thereto
received on or after the related Cut-off Date, other than such
amounts which
were due on the Mortgage Loans on or prior to the related Cut-off
Date; (ii) the
Collection Account, Excess Reserve Fund Account, the Distribution
Account and
all amounts deposited therein pursuant to the applicable provisions
of this
Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by
foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the
Interest Rate
Swap Agreement; (v) the Interest Rate Cap Agreement; (vi) the
Supplemental
Interest Trust; (vii) the Supplemental Interest Trust Account; and
(viii) all
proceeds of the conversion, voluntary or involuntary, of any of the
foregoing.
Trust REMIC: Any of the Pooling-Tier REMIC 1, Pooling-Tier
REMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC, the Class B-1
REMIC , the
Class B-2 REMIC, the Class B-3 REMIC or the Class CE REMIC, as
applicable.
Trustee: U.S. Bank National Association, and its successors in
interest and, if a successor trustee is appointed hereunder, such
successor.
Trustee Fee: As to any Distribution Date, an amount equal to
the
product of (a) one-twelfth of the Trustee Fee Rate and (b) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the
related Due
Period.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0040%
per
annum.
Underwriters' Exemption: Any exemption listed under footnote 1
of,
and amended by, Prohibited Transaction Exemption 2002-41, 67 Fed.
Reg. 54487
(2002), or any successor exemption.
Unpaid Interest Amount: As of any Distribution Date and any
Class
of Certificates, the sum of (a) the portion of the Accrued
Certificate Interest
Distribution Amount from Distribution Dates prior to the current
Distribution
Date remaining unpaid immediately prior to the current Distribution
Date and (b)
interest on the amount in clause (a) above at the applicable
Pass-Through Rate
(to the extent permitted by applicable law).
Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any Distribution Date, is the
excess of (i)
Applied Realized Loss Amounts with respect to such Class over (ii)
the sum of
(a) all distributions in reduction of such Applied Realized Loss
Amounts on all
previous Distribution Dates, and (b) the amount by which the Class
Certificate
Balance of such Class has been increased due to the distribution of
any
Subsequent Recovery on all previous Distribution Dates. Any amounts
distributed
to a Class of Subordinated Certificates in respect of any Unpaid
Realized Loss
Amount will not be applied to reduce the Class Certificate Balance
of such
Class.
Upper-Tier Interest Rate: As described in the Preliminary
Statement.
Upper-Tier Regular Interest: As described in the Preliminary
Statement.
Upper-Tier REMIC: As described in the Preliminary Statement.
Upper-Tier REMIC Rate: As described in the Preliminary
Statement.
U.S. Person: (i) A citizen or resident of the United States;
(ii)
a corporation (or entity treated as a corporation for tax purposes)
created or
organized in the United States or under the laws of the United
States or of any
State thereof, including, for this purpose, the District of
Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes)
organized in
the United States or under the laws of the United States or of any
State
thereof, including, for this purpose, the District of Columbia
(unless provided
otherwise by future Treasury regulations); (iv) an estate whose
income is
includible in gross income for United States income tax purposes
regardless of
its source; or (v) a trust, if a court within the United States is
able to
exercise primary supervision over the administration of the trust
and one or
more U.S. Persons have authority to control substantial decisions
of the trust.
Notwithstanding the last clause of the preceding sentence, to the
extent
provided in Treasury regulations, certain trusts in existence on
August 20,
1996, and treated as U.S. Persons prior to such date, may elect to
continue to
be U.S. Persons.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date
of
determination, (a) 1% of all Voting Rights shall be allocated to
the Class CE
Certificates, if any (such Voting Rights to be allocated among the
Holders of
Certificates of each such Class in accordance with their respective
Percentage
Interests), and (b) the remaining Voting Rights shall be allocated
among Holders
of the remaining Classes of Certificates in proportion to the
Certificate
Balances of their respective Certificates on such date.
WAC Cap: A per annum rate equal to the product of (i) with
respect
to the LIBOR Certificates, 30 divided by the actual number of days
in the
applicable Interest Accrual Period, and with respect to the Fixed
Rate
Certificates, 1, and (ii)(A) the weighted average of the interest
rates on the
Mortgage Loans (in each case, less the Expense Fee Rate) in effect
at the
beginning of the related Due Period on the mortgage loans, and
minus (B) solely
for the purposes of calculating the WAC Cap for the LIBOR
Certificates, Net Swap
Payments, if any, for that Distribution Date, and Swap Termination
Payments
(other than Defaulted Swap Termination Payments) owed to the Swap
Provider, if
any, for that Distribution Date, divided by the Class Certificate
Balance of the
LIBOR Certificates at the beginning of the related Due Period,
multiplied by 12.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee for the
benefit of the
Certificateholders, without recourse, all the right, title and
interest of the
Depositor in and to the Trust Fund, and the Trustee, on behalf of
the Trust,
hereby accepts the Trust Fund. On the Closing Date, the Trustee
shall pay,
without any right of reimbursement from the Trust, to the Cap
Provider the
"Fixed Amount" (as defined in the related Interest Rate Cap
Agreement) due and
payable to the Cap Provider pursuant to the terms of each Interest
Rate Cap
Agreement.
In connection with such transfer and assignment, the Seller, on
behalf of the Depositor, does hereby deliver or cause to be
delivered to, and
deposit with the Trustee, or its designated agent, the Custodian,
the following
documents or instruments with respect to each Mortgage Loan (a
"Mortgage File")
so transferred and assigned:
(i) the original Mortgage Note, endorsed either (A) in blank or
(B)
in the following form: "Pay to the order of U.S. Bank National
Association, as Trustee for the GSAMP Trust 2006-HE6 Mortgage
Pass-Through Certificates, Series 2006-HE6, without recourse," or
with
respect to any lost Mortgage Note, an original Lost Note
Affidavit,
together with a copy of the related Mortgage Note;
(ii) the original Mortgage with evidence of recording thereon,
and
the
original recorded power of attorney, if the Mortgage was
executed
pursuant to a power of attorney, with evidence of recording thereon
or,
if
such Mortgage or power of attorney has been submitted for
recording
but
has not been returned from the applicable public recording
office,
has
been lost or is not otherwise available, a copy of such Mortgage
or
power of attorney, as the case may be, certified to be a true
and
complete copy of the original submitted for recording;
(iii) an original Assignment of Mortgage, in form and substance
acceptable for recording. The Mortgage shall be assigned either (A)
in
blank or (B) to "U.S. Bank National Association, as Trustee for the
GSAMP
Trust 2006-HE6 Mortgage Pass-Through Certificates, Series
2006-HE6,
without recourse";
(iv) an original or a certified copy of any intervening
assignment
of
Mortgage showing a complete chain of assignments;
(v) the original or a certified copy of lender's title
insurance
policy; and
(vi) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any.
If any of the documents referred to in Section 2.01(b)(ii),
(iii)
or (iv) above has as of the Closing Date been submitted for
recording but either
(x) has not been returned from the applicable public recording
office or (y) has
been lost or such public recording office has retained the original
of such
document, the obligations of the Seller to deliver such documents
shall be
deemed to be satisfied upon (1) delivery to the Trustee or the
Custodian no
later than the Closing Date, of a copy of each such document
certified by the
Seller in the case of (x) above or the applicable public recording
office in the
case of (y) above to be a true and complete copy of the original
that was
submitted for recording and (2) if such copy is certified by the
Seller,
delivery to the Trustee or the Custodian, promptly upon receipt
thereof of
either the original or a copy of such document certified by the
applicable
public recording office to be a true and complete copy of the
original. The
Seller shall deliver or cause to be delivered to the Trustee or the
Custodian
promptly upon receipt thereof any other documents constituting a
part of a
Mortgage File received with respect to any Mortgage Loan,
including, but not
limited to, any original documents evidencing an assumption or
modification of
any Mortgage Loan.
Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File,
the Seller
shall have 120 days (180 days with respect to each Mortgage Loan
sold by GSMC to
the Seller) to cure such defect or 150 days following the Closing
Date (270 days
with respect to each Mortgage Loan sold by GSMC to the Seller), in
the case of
missing Mortgages or Assignments or deliver such missing document
to the Trustee
or the Custodian. If the Seller does not cure such defect or
deliver such
missing document within such time period, and the failure to cure
or deliver a
missing document has a material adverse effect on the
certificateholders, the
Seller (or GSMC with respect to each Mortgage Loan sold by GSMC to
the Seller)
shall either repurchase or substitute for such Mortgage Loan in
accordance with
Section 2.03.
The Servicer shall cause the Assignments of Mortgage which were
delivered in blank to be completed and shall cause all Assignments
referred to
in Section 2.01(a)(iii) hereof and, to the extent necessary, in
Section
2.01(a)(iv) hereof to be recorded. The Servicer shall be required
to deliver
such assignments for recording within 30 days of the Closing Date.
The Servicer
shall furnish the Trustee, or its designated agent, with a copy of
each
Assignment of Mortgage submitted for recording. In the event that
any such
Assignment is lost or returned unrecorded because of a defect
therein, the
Servicer shall promptly have a substitute Assignment prepared or
have such
defect cured, as the case may be, and thereafter cause each such
Assignment to
be duly recorded.
In the event that any Assignments of Mortgage are not recorded
or
are improperly recorded, neither the Trustee nor the Servicer shall
have any
liability for its failure to receive or act on notices not received
related to
such Assignment of Mortgage.
In the event that any Mortgage Note is endorsed in blank as of
the
Closing Date, promptly following the Closing Date the Servicer
shall cause to be
completed such endorsements in the following form: "Pay to the
order of U.S.
Bank National Association, as Trustee for the GSAMP Trust 2006-HE6
Mortgage
Pass-Through Certificates, Series 2006-HE6, without recourse."
The Depositor herewith delivers to the Trustee executed copies
of
the Seller Mortgage Loan Purchase Agreement and the GSMC Mortgage
Loan Purchase
Agreement.
The parties hereto understand and agree that it is not intended
that any Mortgage Loan be included in the Trust that is a "High
Cost Home Loan"
as defined by the Homeownership and Equity Protection Act of 1994
or any other
applicable predatory or abusive lending laws.
(b) The Depositor does hereby establish, pursuant to the
further
provisions of this Agreement and the laws of the State of New York,
an express
trust (the "Trust") to be known, for convenience, as "GSAMP Trust
2006-HE6" and
U.S. Bank National Association is hereby appointed as Trustee in
accordance with
the provisions of this Agreement. The Trust's fiscal year is the
calendar year.
(c) The Trust shall have the capacity, power and authority, and
the Trustee on behalf of the Trust is hereby authorized, to accept
the sale,
transfer, assignment, set over and conveyance by the Depositor to
the Trust of
all the right, title and interest of the Depositor in and to the
Trust Fund
(including, without limitation, the Mortgage Loans, the Interest
Rate Cap
Agreement and the Interest Rate Swap Agreement) pursuant to Section
2.01(a). The
Trustee is hereby directed to execute, deliver and perform its
obligations under
the Interest Rate Swap Agreement and the Interest Rate Cap
Agreement, on behalf
of the Trust and the Class A, Class M and Class B
Certificateholders, in the
forms presented to it by the Depositor. The Seller, the Servicer
and the
Depositor agree that (i) the Trustee shall execute, deliver and
perform its
obligations under the Interest Rate Swap Agreement and the Interest
Rate Cap
Agreement and shall do so solely in its capacity as Trustee of the
Trust and not
in its individual capacity, and (ii) the Trustee shall have no
responsibility
for the contents of such the Interest Rate Swap Agreement or the
Interest Rate
Cap Agreement, including, without limitation, the representations
and warranties
contained therein. Any funds payable by the Trust or Trustee under
the Swap
Agreement and the Interest Rate Cap Agreement at closing shall be
paid by the
Depositor. Notwithstanding anything to the contrary contained
herein or in the
Interest Rate Swap Agreement or the Interest Rate Cap Agreement,
the Trustee
shall not be required to make any payments to the Swap Provider or
the Cap
Provider. The parties hereby acknowledge and agree that the
execution and
delivery of the Interest Rate Swap Agreement and the Interest Rate
Cap Agreement
by the Trustee on behalf of the Trust were authorized and are
hereby ratified
and confirmed.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
The
Trustee acknowledges the receipt by it or the Custodian of, subject
to the
provisions of Section 2.01 and subject to the review described
below and any
exceptions noted on the exception report described in the next
paragraph below,
the documents referred to in Section 2.01 above and all other
assets included in
the definition of "Trust Fund" and declares that it or the
Custodian on its
behalf holds and will hold such documents and the other documents
delivered to
it constituting a Mortgage File, and that it or the Custodian on
its behalf
holds or will hold all such assets and such other assets included
in the
definition of "Trust Fund" in trust for the exclusive use and
benefit of all
present and future Certificateholders.
The Trustee agrees to execute and deliver (or cause the
Custodian
to execute and deliver) to the Depositor on or prior to the Closing
Date an
acknowledgment of receipt of the original Mortgage Note (with any
exceptions
noted), substantially in the form attached as Exhibit E hereto.
The Trustee agrees, for the benefit of the Certificateholders,
to
review (or cause the Custodian to review) each Mortgage File within
60 days
after the Closing Date (or, with respect to any document delivered
after the
Startup Day, within 60 days of receipt and with respect to any
Qualified
Substitute Mortgage, within 60 days after the assignment thereof)
and to certify
(or cause the Custodian to certify) in substantially the form
attached hereto as
Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage
Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan
specifically
identified in the exception report annexed thereto as not being
covered by such
certification), (i) all documents required to be delivered to it
pursuant to
Section 2.01 of this Agreement are in its possession, (ii) such
documents have
been reviewed by it and have not been mutilated, damaged or torn
and relate to
such Mortgage Loan, (iii) based on its examination and only as to
the foregoing,
the information set forth in the Data Tape Information that
corresponds to items
(1), (2), (3), (9), (31) and (33) (but only as to whether the
Mortgage Loan has
a Prepayment Charge) of the Mortgage Loan Schedule accurately
reflects
information set forth in the Mortgage File, (iv) all Assignments of
Mortgage or
intervening assignments of mortgage, as applicable, have been
submitted for
recording and (v) each Mortgage Note has been endorsed as provided
in Section
2.01(a)(i) of this Agreement and each Mortgage has been assigned in
accordance
with Section 2.01(a)(iii) of this Agreement. It is herein
acknowledged that, in
conducting such review, the Trustee (or the Custodian, as
applicable) is under
no duty or obligation to inspect, review or examine any such
documents,
instruments, certificates or other papers to determine that they
are genuine,
enforceable, or appropriate for the represented purpose or that
they have
actually been recorded or that they are other than what they
purport to be on
their face.
Prior to the first anniversary date of this Agreement the
Trustee
shall deliver (or cause the Custodian to deliver) to the Depositor
and the
Servicer a final certification in the form annexed hereto as
Exhibit F-2
evidencing the completeness of the Mortgage Files, with any
applicable
exceptions noted thereon.
If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to
above, the Trustee
(or the Custodian, as applicable) finds any document or documents
constituting a
part of a Mortgage File to be missing or defective in any material
respect, at
the conclusion of its review the Trustee, upon its notification by
the
Custodian, if applicable, shall so notify the Seller, the Depositor
and the
Servicer. In addition, upon the discovery by the Seller, Depositor,
the Trustee
or the Servicer (or upon receipt by the Trustee of written
notification of such
breach) of a breach of any of the representations and warranties
made by the
Seller or GSMC, as applicable, in the related Seller Mortgage Loan
Purchase
Agreement or GSMC Mortgage Loan Purchase Agreement, as applicable,
in respect of
any Mortgage Loan which materially adversely affects such Mortgage
Loan or the
interests of the related Certificateholders in such Mortgage Loan,
the party
discovering such breach shall give prompt written notice to the
other parties.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage
Loans and the
Related Documents, conveying good title thereto free and clear of
any liens and
encumbrances, from the Depositor to the Trustee and that such
property not be
part of the Depositor's estate or property of the Depositor in the
event of any
insolvency by the Depositor. In the event that such conveyance is
deemed to be,
or to be made as security for, a loan, the parties intend that the
Depositor
shall be deemed to have granted and does hereby grant to the
Trustee, on behalf
of the Trust, a first priority perfected security interest in all
of the
Depositor's right, t
