GS MORTGAGE SECURITIES CORP.,
Depositor,
LITTON LOAN SERVICING LP,
Servicer,
WELLS FARGO BANK, N.A.,
Custodian,
AND
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2005
GSAMP TRUST 2005-WMC2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-WMC2
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
<S>
<C>
Section 1.01.
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. Representations,
Warranties and Covenants of the
Servicer...............................
Section 2.04. Non-Qualified
Mortgages.................................................................
Section 2.05. Execution and
Delivery of
Certificates..................................................
Section 2.06. REMIC
Matters...........................................................................
Section 2.07. Representations
and Warranties of the
Depositor.........................................
Section 2.08. Enforcement of
Obligations for Breach of Mortgage Loan
Representations..................
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 and the Distribution
Account..............
Section 3.13. Maintenance of
Hazard Insurance, 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. Annual
Independent Public Accountants' Servicing Statement; Financial
Statements........
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. Excess Reserve
Fund Account; Distribution
Account.......................................
Section 3.28. Optional
Purchase of Delinquent Mortgage
Loans..........................................
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. Distributions on
the REMIC I Regular
Interests..........................................
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; 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 Custodian and 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
Classification of the Excess Reserve Fund
Account...................................
Section 8.14. Custodial
Responsibilities..............................................................
Section 8.15. Limitations on
Custodial
Responsibilities...............................................
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. Assignment; Sales;
Advance
Facilities...................................................
Section 10.08. Limitation on Rights
of
Certificateholders..............................................
Section 10.09. Inspection and Audit
Rights.............................................................
Section 10.10. Certificates
Nonassessable and Fully
Paid...............................................
Section 10.11. Waiver of Jury
Trial....................................................................
Section 10.12. Limitation of
Damages...................................................................
</TABLE>
SCHEDULES
Schedule I Mortgage
Loan Schedule
Schedule II Representations
and Warranties of Litton Loan Servicing LP
EXHIBITS
Exhibit A Form
of Class A, Class M and Class B Certificates
Exhibit B Form
of Class P Certificate
Exhibit C-1 Form of Class
R-1 Certificate
Exhibit C-2 Form of R-2
Certificate
Exhibit D Form
of Class X Certificate
Exhibit E Form
of Initial Certification of Custodian
Exhibit F Form
of Document Certification and Exception Report of Custodian
Exhibit G Form
of Residual Transfer Affidavit
Exhibit H Form
of Transferor Certificate
Exhibit I Form
of Rule 144A Letter
Exhibit J Form
of Investment Letter (Non-Rule 144A)
Exhibit K Form
of Request for Release
Exhibit L Form
of Contents of Each Mortgage File
Exhibit M Form
of Certification to be provided with Form 10-K
Exhibit N Form
of Trustee Certification to be provided to Depositor
Exhibit O Form
of Servicer Certification to be provided to Depositor
Exhibit P Form
of Power of Attorney
Exhibit Q
Underlying Agreements
<PAGE>
THIS
POOLING AND SERVICING AGREEMENT, dated as of November 1,
2005, among GS MORTGAGE SECURITIES CORP., a
Delaware corporation (the
"Depositor"), LITTON LOAN SERVICING LP, a
Delaware limited partnership
("Litton"), WELLS FARGO BANK, N.A., a
national banking association (the
"Custodian"), and DEUTSCHE BANK NATIONAL
TRUST COMPANY, a national banking
association (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 Depositor intends to sell pass-through certificates to be
issued hereunder in multiple classes, which
in the aggregate will evidence the
entire beneficial ownership interest of the
Trust Fund created hereunder. The
Trust Fund will consist of a segregated
pool of assets comprised of the Mortgage
Loans and certain other related assets
subject to this Agreement.
REMIC
I
As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the
Mortgage Loans and certain other
related assets subject to this Agreement
(other than the Prepayment Premiums,
the Excess Reserve Fund Account and the
Corridor Agreements) as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC I". The Class R-I
Interest will be the sole class of
"residual interests" in REMIC I for
purposes of the REMIC Provisions (as defined
herein). The following table irrevocably
sets forth the designation, the REMIC I
Remittance Rate, the initial Uncertificated
Balance and, for purposes of
satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I
Regular Interests (as defined herein).
None of the REMIC I Regular Interests will
be certificated.
<PAGE>
<TABLE>
<CAPTION>
REMIC I
REMITTANCE
INITIAL
LATEST POSSIBLE
DESIGNATION
RATE
UNCERTIFICATED BALANCE
MATURITY DATE (1)
----------------
-------------
------------------------
-------------------
<S>
<C>
<C>
<C>
LTAA
Variable(2)
$549,531,281.55
November 2035
LTA1A
Variable(2)
$ 1,331,450.00
November 2035
LTA1B
Variable(2)
$
332,860.00
November 2035
LTA2A
Variable(2)
$ 1,307,165.00
November 2035
LTA2B
Variable(2)
$
951,605.00
November 2035
LTA2C
Variable(2)
$
332,980.00
November 2035
LTM1
Variable(2)
$
400,935.00
November 2035
LTM2
Variable(2)
$
131,775.00
November 2035
LTM3
Variable(2)
$
187,850.00
November 2035
LTM4
Variable(2)
$
84,110.00
November 2035
LTM5
Variable(2)
$
89,720.00
November 2035
LTM6
Variable(2)
$
67,290.00
November 2035
LTB1
Variable(2)
$
64,485.00
November 2035
LTB2
Variable(2)
$
61,685.00
November 2035
LTZZ
Variable(2)
$ 5,871,014.11
November 2035
LT1SUB
Variable(2)
$
10,569.18
November 2035
LT1GRP
Variable(2)
$
43,855.38
November 2035
LT2SUB
Variable(2)
$
16,458.86
November 2035
LT2GRP
Variable(2)
$
68,293.86
November 2035
LTXX
Variable(2)
$560,607,028.38
November 2035
</TABLE>
---------------------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date has been designated as the "latest possible
maturity
date" for each REMIC I Regular Interest.
(2) Calculated
in accordance with the definition of "REMIC I Remittance
Rate" herein.
REMIC II
As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC II." The Class R-II
Interest will evidence the sole class
of "residual interests" in REMIC II for
purposes of the REMIC Provisions. The
following table irrevocably sets forth the
designation, the Pass-Through Rate,
the initial aggregate Certificate Balance
and, for purposes of satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity
date" for the indicated Classes of
Certificates or REMIC II Regular Interests
(which will be uncertificated). The Trust
Fund will also issue the Class P
Certificates, which will not be issued by
any REMIC created hereunder.
<PAGE>
<TABLE>
<CAPTION>
INITIAL AGGREGATE
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
CERTIFICATE BALANCE MATURITY
DATE (1)
--------------------
-----------------
--------------------
-----------------
<S>
<C>
<C>
<C>
Class A-1A
Variable(2)
$266,290,000
November 2035
Class A-1B
Variable(2)
$ 66,572,000
November 2035
Class A-2A
Variable(2)
$261,433,000
November 2035
Class A-2B
Variable(2)
$190,321,000
November 2035
Class A-2C
Variable(2)
$ 66,596,000
November 2035
Class M-1
Variable(2)
$ 80,187,000
November 2035
Class M-2
Variable(2)
$ 26,355,000
November 2035
Class M-3
Variable(2)
$ 37,570,000
November 2035
Class M-4
Variable(2)
$ 16,822,000
November 2035
Class M-5
Variable(2)
$ 17,944,000
November 2035
Class M-6 Interest
Variable(2)
$ 13,458,000
November 2035
Class B-1 Interest
Variable(2)
$ 12,897,000
November 2035
Class B-2 Interest
Variable(2)
$ 12,337,000
November 2035
Class X Interest
N/A(3)
$ 52,710,411.32
November 2035
</TABLE>
-----------------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date has been designated as the "latest possible
maturity
date" for each Class of Certificates.
(2) Calculated
in accordance with the definition of "Pass-Through Rate"
herein.
(3) The Class
X Interest will accrue interest at their variable
Pass-Through Rate on the Notional Amount of the Class X
Interest
outstanding from time to time which shall equal the
Uncertificated
Balance of the REMIC I Regular Interests. The Class X Interest will
not
accrue interest on its Certificate Balance.
REMIC III
As provided herein, the Trustee will elect to treat the Class
M-6 Interest as a REMIC for federal income
tax purposes, and such segregated
pool of assets will be designated as "REMIC
III." The Class R-III Interest will
evidence the sole class of "residual
interests" in REMIC III for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation,
the Pass-Through Rate, the initial
aggregate Certificate Balance and, for
purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the
indicated Class of Certificates.
<TABLE>
<CAPTION>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
--------------------------------
------------------------ --------------------------- --------------------------
<S>
<C>
<C>
<C>
Class M-6 Certificates
Variable(2)
$
13,458,000
November 2035
</TABLE>
----------------
1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date
has been designated as the "latest possible maturity
date" for the Class M-6 Certificates.
(2) The Class M-6
Certificates shall receive 100% of amounts received in
respect of the Class M-6 Interest.
REMIC IV
As provided herein, the Trustee will elect to treat the Class
B-1 Interest as a REMIC for federal income
tax purposes, and such segregated
pool of assets will be designated as "REMIC
IV." The Class R-IV Interest will
evidence the sole class of "residual
interests" in REMIC IV for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation,
the Pass-Through Rate, the initial
aggregate Certificate Balance and, for
purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the
indicated Class of Certificates.
<TABLE>
<CAPTION>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
--------------------------------
------------------------ --------------------------- --------------------------
<S>
<C>
<C>
<C>
Class B-1 Certificates
Variable(2)
$
12,897,000
November 2035
</TABLE>
----------------
1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date has been designated as the "latest possible
maturity
date" for the Class B-1 Certificates.
(2) The Class B-1
Certificates shall receive 100% of amounts received in
respect of the Class B-1 Interest.
REMIC V
As provided herein, the Trustee will elect to treat the Class
B-2 Interest as a REMIC for federal income
tax purposes, and such segregated
pool of assets will be designated as "REMIC
V." The Class R-V Interest will
evidence the sole class of "residual
interests" in REMIC V for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation,
the Pass-Through Rate, the initial
aggregate Certificate Balance and, for
purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the
indicated Class of Certificates.
<TABLE>
<CAPTION>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
--------------------------------
------------------------ --------------------------- --------------------------
<S>
<C>
<C>
<C>
Class B-2 Certificates
Variable(2)
$
12,337,000
November
2035
</TABLE>
----------------
1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date has been designated as the "latest possible
maturity
date" for the Class B-2 Certificates.
(2) The Class B-2
Certificates shall receive 100% of amounts received in
respect of the Class B-2 Interest.
REMIC VI
As provided herein, the Trustee will elect to treat the Class
X Interest as a REMIC for federal income
tax purposes, and such segregated pool
of assets will be designated as "REMIC VI."
The Class R-VI Interest will
evidence the sole class of "residual
interests" in REMIC VI for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation,
the Pass-Through Rate, the initial
aggregate Certificate Balance and, for
purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the
indicated Class of Certificates.
<TABLE>
<CAPTION>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
--------------------------------
------------------------ --------------------------- --------------------------
<S>
<C>
<C>
<C>
Class X
Certificates
Variable(2)
$
52,710,411.32
November 2035
</TABLE>
----------------
1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date has been designated as the "latest possible
maturity
date" for the Class X Certificates.
(2) The Class X
Certificates shall receive 100% of amounts received in
respect of the Class X Interest.
The minimum denomination for each Class of the Class A
Certificates will be $25,000, with integral
multiples of $1 in excess thereof
except that one Certificate in each Class
may be issued in a different amount.
The minimum denomination for each Class of
the Subordinated Certificates, will
be $25,000 with integral multiples of $1 in
excess thereof except that one
Certificate in each Class may be issued in
a different amount.
The minimum denomination for (a) each of the Class R-1
Certificates and Class R-2 Certificates
will be a 100% Percentage Interest in
such Class and (b) each of the Class X
Certificates and Class P Certificates
will be a 1% Percentage Interest in such
Class.
Set forth
below are designations of Classes of Certificates to
the categories used herein:
<TABLE>
<CAPTION>
<S>
<C>
Book-Entry Certificates....... All Classes of Certificates other
than the Physical Certificates.
Class A Certificates.......... Class A-1A, Class A-1B, Class
A-2A, Class A-2B and Class A-2C Certificates.
Class R Certificates.......... The Class R-1 Certificates and
Class R-2 Certificates.
Class B Certificates.......... Class B-1 Certificates and Class
B-2 Certificates.
Class M Certificates.......... Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5 and Class M-6 Certificates.
Delay Certificates............ None.
ERISA-Restricted
Certificates.................. Class R Certificates, Class P
Certificates and Class X Certificates; any
certificate with a rating below the lowest applicable permitted
rating under the
Underwriters' Exemption.
LIBOR Certificates............ The Class A Certificates and the
Subordinated Certificates.
Non-Delay Certificates........ Class A, Class X and Subordinated
Certificates.
Offered Certificates.......... All Classes of Certificates other
than the Private Certificates.
Physical Certificates......... Class P, Class X and Class R
Certificates.
Private Certificates.......... Class M-6, Class B-1, Class B-2,
Class P, Class X and Class R Certificates.
Rating Agencies............... Moody's and Standard &
Poor's.
Regular Certificates.......... All Classes of Certificates other
than the Class P Certificates and Class R
Certificates.
Residual Certificates......... Class R-1 Certificates and Class
R-2 Certificates.
Subordinated Certificates..... Class M Certificates and Class B
Certificates.
</TABLE>
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used in
this Agreement, the following words
and phrases, unless the context otherwise
requires, shall have the following
meanings:
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 or the Excess
Reserve Fund Account. Each Account
shall be an Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect
to any Distribution Date for each Class of
the LIBOR Certificates, the amount of
interest accrued during the related
Interest Accrual Period at the applicable
Pass-Through Rate on the related Class
Certificate Balance, immediately prior to
such Distribution Date, as reduced by such
Class's share of Net Prepayment
Interest Shortfalls and Relief Act Interest
Shortfalls for such Distribution
Date allocated to such Class pursuant to
Section 4.02.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan
and at any time, the per annum rate equal
to the Mortgage Interest Rate less the
Expense Fee Rate.
Adjustment Date: As to any Mortgage Loan, the first Due Date
on which the related Mortgage Interest Rate
adjusts as set forth in the related
Mortgage Note and each Due Date thereafter
on which the Mortgage Interest Rate
adjusts as set forth in the related
Mortgage Note.
Advance: Any P&I
Advance or Servicing Advance.
Advance Facility: A financing or other facility as described
in Section 10.07.
Advance Facility Notice: As defined in Section 10.07.
Advance Financing Person: The Person to whom the Servicer's
rights under this Agreement to be
reimbursed for any P&I Advances or Servicing
Advances have been assigned pursuant to
Section 10.07.
Advance Reimbursement Amounts: As defined in Section 10.07.
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
Remittance Date on account of (i) Principal
Prepayments, Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds
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 LIBOR 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: (i) With respect to any First Lien Mortgage
Loan, the value of the related Mortgaged
Property based upon the appraisal made
for the originator at the time of
origination of the Mortgage Loan or the sales
price of the Mortgaged Property at such
time of origination, whichever is less,
and (ii) with respect to any Second Lien
Mortgage Loan, the value, determined
pursuant to the Underwriting Guidelines, of
the related Mortgaged Property as of
the origination of the Second Lien Mortgage
Loan; provided, however, that in the
case of a refinanced Mortgage Loan, such
value is based solely upon the
appraisal made at the time of origination
of such refinanced Mortgage Loan.
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 Trust.
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 on or prior to the related
Determination Date, together with any
P&I Advances in respect thereof; (ii)
all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds received
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 during the related Prepayment
Period together with all Compensating
Interest paid by the Servicer in
connection therewith (excluding Prepayment
Premiums); (iv) all amounts received
with respect to such Distribution Date as
the Substitution Adjustment Amount or
the Repurchase Price in respect of a
Deleted Mortgage Loan substituted for or a
Mortgage Loan repurchased by the Purchaser
or WMC, as applicable, as of such
Distribution Date; and (v) the proceeds
received with respect to the termination
of the Trust Fund pursuant to clause (a) of
Section 9.01, reduced by (y) all
amounts in reimbursement for P&I
Advances and Servicing Advances previously made
with respect to the Mortgage Loans and
other amounts as to which the Servicer,
the Depositor, the Trustee (or co-trustee)
or the Custodian are entitled to be
paid or reimbursed pursuant to this
Agreement.
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
LIBOR Certificates, as of any Distribution
Date, the sum of (A) if on such
Distribution Date the Pass-Through Rate for
any Class of LIBOR Certificates is
based upon the Loan Group I WAC Cap, the
Loan Group II WAC Cap or the WAC Cap,
the excess, if any, of (i) the Accrued
Certificate Interest Distribution Amount
such Class of LIBOR Certificates would
otherwise be entitled to receive on such
Distribution Date had such Pass-Through
Rate not been subject to the Loan Group
I WAC Cap, the Loan Group II WAC Cap or the
WAC Cap, as applicable, over (ii)
the Accrued Certificate Interest
Distribution Amount payable on such Class of
Certificates on such Distribution Date
taking into account the Loan Group I WAC
Cap, the Loan Group II WAC Cap or the WAC
Cap, as applicable, and (B) the Basis
Risk Carry Forward Amount for such Class of
LIBOR Certificates for all previous
Distribution Dates not previously paid,
together with interest thereon at a rate
equal to the applicable Pass-Through Rate
for such Class of LIBOR Certificates
for such Distribution Date (without giving
effect to the Loan Group I WAC Cap,
the Loan Group II WAC Cap or the WAC Cap,
as applicable).
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 sum of
(a) the Class X Distributable Amount
(prior to any reduction for Basis Risk
Payments from the Excess Reserve Fund
Account) and (b) amounts paid pursuant to
the related Corridor Agreement.
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 States
of New York, California, Texas and
Illinois, (b) the State in which the
Servicer's servicing operations are
located, or (c) the State in which the
Trustee's operations are located, are
authorized or obligated by law or
executive order to be closed.
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 LIBOR Certificates, at any
date, the maximum dollar amount of
principal to which the Holder thereof is then
entitled hereunder, such amount being equal
to the Denomination thereof minus
all distributions of principal previously
made with respect thereto and reduced
by the amount of any Applied Realized Loss
Amounts previously 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). With respect to the
Class X Certificates, the excess, if any,
of (A) the aggregate Uncertificated
Balances of the REMIC I Regular Interests
over (B) the then aggregate Class
Certificate Balance of the Class A
Certificates, Class M Certificates and Class
B Certificates then outstanding. The Class
P and Class R 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 Certificate Group: Either of the Class A-1 Certificate
Group or the Class A-2 Certificate Group,
as applicable.
Class A Principal Allocation Percentage. With respect to any
Distribution Date, the percentage
equivalent of a fraction, determined as
follows: (i) in the case of the Class A-1
Certificate Group, the numerator of
which is (x) the portion of the Principal
Remittance Amount for such
Distribution Date that is attributable to
principal received or advanced on the
Group I Mortgage Loans and the denominator
of which is (y) the Principal
Remittance Amount for such Distribution
Date; and (ii) in the case of the Class
A-2 Certificate Group, the numerator of
which is (x) the portion of the
Principal Remittance Amount for such
Distribution Date that is attributable to
principal received or advanced on the Group
II Mortgage Loans and the
denominator of which is (y) the Principal
Remittance Amount for such
Distribution Date.
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) 51.80% 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 A-1A Certificates: All Certificates bearing the class
designation of "Class A-1A."
Class A-1B Certificates: All Certificates bearing the class
designation of "Class A-1B."
Class A-1 Certificate Group: The Class A-1A Certificates and
Class A-1B Certificates, collectively.
Class A-1 Corridor Agreement: The interest rate corridor
agreement with respect to the Class A-1A
Certificates and Class A-1B
Certificates, dated November 23, 2005,
between the Purchaser and the Corridor
Agreement Provider.
Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."
Class A-2 Certificate Group: The Class A-2A, Class A-2B and
Class A-2C Certificates, collectively.
Class A-2 Corridor Agreement: The interest rate corridor
agreement with respect to the Class A-2A,
Class A-2B and Class A-2C
Certificates, dated November 23, 2005,
between the Purchaser and the Corridor
Agreement Provider.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 Interest: An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the
Holders of the Class B-1 Certificates,
evidencing a Regular Interest in REMIC IV
for purposes of the REMIC Provisions.
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 on 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 on 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 on 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 on 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 on 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 on 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 on such Distribution
Date) and (H) the Class Certificate Balance
of the Class B-1 Certificates
immediately prior to such Distribution
Date, over (ii) the lesser of (A) the
product of (x) 88.40 % and (y) 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 B-1 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: An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the
Holders of the Class B-2 Certificates,
evidencing a Regular Interest in REMIC V
for purposes of the REMIC Provisions.
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 on 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 on 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 on 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 on 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 on 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 on 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 on such Distribution
Date), (H) the Class Certificate Balance of
the Class B-1 Certificates (after
taking into account the distribution of the
Class B-1 Principal Distribution
Amount on such Distribution Date) and (I)
the Class Certificate Balance of the
Class B-2 Certificates immediately prior to
such Distribution Date, over (ii)
the lesser of (A) the product of (x) 90.60%
and (y) 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 B-2 REMIC: As
described in the Preliminary Statement.
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 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 on 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) 66.10%
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-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 on 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 on 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) 70.80% 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-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 on 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 on 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 on 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) 77.50% 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-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 on 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 on 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 on 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 on 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) the
product of (x) 80.50% and (y) 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 on 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 on 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 on 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 on 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 on 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) the product of (x) 83.70%
and (y) 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 Interest: An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the
Holders of the Class M-6 Certificates,
evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.
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 on 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 on 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 on 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 on 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 on 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 on 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) the product of (x) 86.10% and (y)
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 R Certificates: As defined in the Preliminary Statement.
Class R-1 Certificates: All Certificates bearing the class
designation of "Class R-1", evidencing
ownership of the Class R-I Interest and
the Class R-II Interest.
Class R-I Interest: The uncertificated Residual Interest in
REMIC I.
Class R-2 Certificates: All Certificates bearing the class
designation of "Class R-2", evidencing
ownership of the Class R-III Interest,
Class R-IV Interest, Class R-V Interest and
teh Class R-VI Interest.
Class R-II Interest: The uncertificated Residual Interest in
REMIC II.
Class R-III Interest: The uncertificated Residual Interest in
REMIC III.
Class R-IV Interest: The uncertificated Residual Interest in
REMIC IV.
Class R-V Interest: The uncertificated Residual Interest in
REMIC V.
Class R-VI Interest: The uncertificated Residual Interest in
REMIC VI.
Class X Certificates: All Certificates bearing the class
designation of "Class X."
Class X Distributable Amount: On any Distribution Date, (i) as
a distribution in respect of interest, the
amount of interest that has accrued
on the Class X Interest and not applied as
an Extra Principal Distribution
Amount on such Distribution Date, plus any
such accrued interest remaining
undistributed from prior Distribution
Dates, plus, without duplication, (ii) as
a distribution in respect of principal, any
portion of the principal balance of
the Class X Interest which is distributable
as an Overcollateralization
Reduction Amount, minus (iii) any amounts
paid from the Excess Reserve Fund
Account to pay Basis Risk Carry Forward
Amounts.
Class X REMIC: As
described in the Preliminary Statement.
Closing Date: November
23, 2005.
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 the date of
origination and as to any Second Lien
Mortgage Loan, the ratio, expressed as a
percentage, of (a) the sum of (i) the
outstanding principal balance of the
Second Lien Mortgage Loan as of the date of
origination and (ii) the outstanding
principal balance as of the date of
origination 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) the Appraised Value.
Compensating Interest: For any Distribution Date, the lesser
of (a) the Prepayment Interest Shortfall,
if any, for such Distribution Date,
with respect to voluntary Principal
Prepayments in Full (excluding any payments
made upon liquidation of the Mortgage Loan)
during the related Prepayment
Period, and (b) one-half of the Servicing
Fee payable to the Servicer for such
Distribution Date.
Condemnation Proceeds: All awards, compensation and/or
settlements in respect of a Mortgaged
Property, whether permanent or temporary,
partial or entire, by exercise of the power
of eminent domain or condemnation,
to the extent not required to be released
to a Mortgagor in accordance with the
terms of the related Mortgage Loan
Documents.
Corporate Trust Office: The designated office of the Trustee
in the State of California 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 1761 East St. Andrew
Place, Santa Ana, California 92705-4934,
Attn: Trust Administration - GS05W2,
facsimile no. (714) 247-6478 and which is
the address to which notices to and
correspondence with the Trustee should be
directed.
Corresponding Certificate: With respect to each REMIC I
Regular Interest, as follows:
REMIC I Regular Interest
Class
------------------------------
--------
REMIC I Regular Interest LTA1A
A-1A
REMIC I Regular Interest LTA1B
A-1B
REMIC I Regular Interest LTA2A
A-2A
REMIC I Regular Interest LTA2B
A-2B
REMIC I Regular Interest LTA2C
A-2C
REMIC I Regular Interest LTM1
M-1
REMIC I Regular Interest LTM2
M-2
REMIC I Regular Interest LTM3
M-3
REMIC I Regular Interest LTM4
M-4
REMIC I Regular Interest LTM5
M-5
REMIC I Regular Interest LTM6
M-6
REMIC I Regular Interest LTB1
B-1
REMIC I Regular Interest LTB2
B-2
Corridor Agreements: The Class A-1 Corridor Agreement, the
Class A-2 Corridor Agreement and the
Subordinate Corridor Agreement,
collectively.
Corridor Agreement Provider: Goldman Sachs Capital Markets,
L.P., a Delaware limited partnership, and
its successors in 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>
December 2008 through November 2009
4.10% of the Cut-off Date Pool Principal Balance
-------------------------------------------
---------------------------------------------------
December 2009 through
November 2010
5.85% of the Cut-off Date Pool Principal Balance
-------------------------------------------
---------------------------------------------------
December 2010 through
November 2011
7.25% of the Cut-off Date Pool Principal Balance
-------------------------------------------
---------------------------------------------------
December 2011 and thereafter
8.00% of the Cut-off Date Pool Principal Balance
-------------------------------------------
---------------------------------------------------
</TABLE>
Cumulative Loss Percentage: As of any date of determination,
the percentage equivalent of a fraction,
the numerator of which is the aggregate
amount of Realized Losses on the Mortgage
Loans for the period from the Cut-off
Date to the date of determination and the
denominator of which is the Stated
Principal Balance of the Mortgage Loans as
of the Cut-off Date.
Custodial File: With respect to each Mortgage Loan, the file
retained by the Custodian consisting of
items (a) - (h) as listed on Exhibit L
hereto.
Custodian: Wells Fargo Bank, N.A., a national banking
association, and its successors in
interest, as applicable.
Custodian Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's
interest at the Custodian Fee Rate on the
Stated Principal Balance of such Mortgage
Loan as of the preceding Distribution
Date (or as of the Closing Date in the case
of the first Distribution Date) or,
in the event of any payment of interest
which accompanies a Principal Prepayment
in Full made by the Mortgagor, interest at
the Custodian Fee Rate on the Stated
Principal Balance of such Mortgage Loan for
the period covered by such payment
of interest.
Custodian Fee Rate: The rate set forth in the separate fee
agreement that has been executed between
the Custodian and the Trustee and that
relates to the Mortgage Loans.
Cut-off Date: November
1, 2005.
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
(after giving effect to payments of
principal due on that date, whether or not
received).
Data Tape Information: The information provided by the
Purchaser as of the Cut-off Date to the
Depositor setting forth the following
information with respect to each Mortgage
Loan: (1) the Purchaser'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 Mortgaged Property is
owner-occupied, a second home or investment
property; (5) the number and type of
residential units constituting the
Mortgaged Property (i.e., a single family
residence, a 2-4 family residence, a
unit in a condominium project or a unit in
a planned unit development or a
manufactured housing unit); (6) the
original months to maturity or the remaining
months to maturity from the Cut-off Date,
in any case based on the original
amortization schedule and, if different,
the maturity expressed in the same
manner but based on the actual amortization
schedule; (7) with respect to First
Lien Mortgage Loans, the Loan-to-Value
Ratio at origination, and with respect to
the Second Lien Mortgage Loans, the
Combined Loan-to-Value Ratio; (8) the
Mortgage Interest Rate as of the Cut-off
Date; (9) the 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; (10) the stated
maturity date; (11) the amount of the
Scheduled Payment as of the Cut-off Date;
(12) the last payment date on which a
Scheduled Payment was actually applied to
pay interest and the outstanding principal
balance; (13) the original principal
amount of the Mortgage Loan; (14) the
principal balance of the Mortgage Loan as
of the close of business on the Cut-off
Date, after deduction of payments of
principal due and collected on or before
the Cut-off Date; (15) with respect to
Adjustable Rate Mortgage Loans, the
Adjustment Date; (16) with respect to
Adjustable Rate Mortgage Loans, the Gross
Margin; (17) with respect to
Adjustable Rate Mortgage Loans, the
Lifetime Rate Cap under the terms of the
Mortgage Note; (18) with respect to
Adjustable Rate Mortgage Loans, a code
indicating the type of Index; (19) with
respect to Adjustable Rate Mortgage
Loans, the Periodic Mortgage Interest Rate
Cap under the terms of the Mortgage
Note; (20) the type of Mortgage Loan (i.e.,
fixed rate, adjustable rate, first
lien, second lien); (21) a code indicating
the purpose of the loan (i.e.,
purchase, rate and term refinance, equity
take-out refinance); (22) a code
indicating the documentation style (i.e.,
full documentation, limited
documentation or stated income); (23) the
loan credit classification (as
described in the Underwriting Guidelines);
(24) whether such Mortgage Loan
provides for a Prepayment Premium; (25) the
Prepayment Premium period of such
Mortgage Loan, if applicable; (26) a
description of the Prepayment Premium, if
applicable; (27) the Mortgage Interest Rate
as of origination; (28) the credit
risk score (FICO score) at origination;
(29) the date of origination; (30) the
Mortgage Interest Rate adjustment period;
(31) the Mortgage Interest Rate floor;
(32) the Mortgage Interest Rate calculation
method (i.e., 30/360, simple
interest, other); (33) a code indicating
whether the Mortgage Loan has been
modified; (34) with respect to First Lien
Mortgage Loans, the current
Loan-to-Value Ratio, and with respect to
Second Lien Mortgage Loans, the current
Combined Loan-to-Value Ratio; (35) the one
year payment history; (36) the Due
Date for the first Scheduled Payment; (37)
the original Scheduled Payment due;
(38) with respect to the related Mortgagor,
the debt-to-income ratio; (39) the
Appraised Value of the Mortgaged Property;
(40) the sales price of the Mortgaged
Property if the Mortgage Loan was
originated in connection with the purchase of
the Mortgaged Property; and (41) a code
indicating whether a Mortgage Loan is or
has been 30 days delinquent. With respect
to the Mortgage Loans in the
aggregate: (1) the number of Mortgage
Loans; (2) the current aggregate
outstanding principal balance of the
Mortgage Loans; (3) the weighted average
Mortgage Interest Rate of the Mortgage
Loans; and (4) the weighted average
maturity of the Mortgage Loans.
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 for
such a reduction resulting from a
Deficient Valuation or any reduction that
results in a permanent forgiveness of
principal.
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: A Mortgage Loan that is removed from
the Trust pursuant to the terms of this
Agreement.
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, "A-1" by
Standard & Poor's and "F1+" by Fitch (in
each case, to the extent they are
designated as Rating Agencies in the
Preliminary Statement).
Depository Participant: A broker, dealer, bank or other
financial institution or other Person for
whom from time to time a Depository
effects book-entry transfers and pledges of
securities deposited with the
Depository.
Determination Date: With respect to each Distribution Date,
the 18th day of the calendar month in which
such Distribution Date occurs or, if
such day is not a Business Day, the
immediately preceding Business Day.
Distribution Account: The separate Eligible Account created
and maintained by the Trustee pursuant to
Section 3.27(b) in the name of the
Trustee for the benefit of the
Certificateholders and designated "Deutsche Bank
National Trust Company in trust for
registered holders of GSAMP Trust 2005-WMC2
Mortgage Pass-Through Certificates, Series
2005-WMC2." Funds in the Distribution
Account shall be held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement and
may be invested in Permitted
Investments.
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 December 2005.
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
the Distribution Date occurs and ending on
the first day of the calendar month
in which the 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) of this
Agreement.
Event of Default: As
defined in Section 7.01.
Excess Overcollateralized Amount: With respect to any
Distribution Date, the excess, if any, of
(a) the Overcollateralized Amount on
such Distribution Date over (b) the
Specified Overcollateralized Amount for such
Distribution Date.
Excess Reserve Fund Account: The separate Eligible Account
created and maintained by the Trustee
pursuant to Sections 3.27(a) in the name
of the Trustee for the benefit of the
Regular Certificateholders and designated
"Deutsche Bank National Trust Company in
trust for registered holders of GSAMP
Trust 2005-WMC2, Mortgage Pass-Through
Certificates, Series 2005-WMC2." 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.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: As to each Mortgage Loan, a per annum rate
equal to the sum of the Servicing Fee Rate,
the Custodian Fee Rate and the
Trustee Fee Rate.
Expense Fees: As to each Mortgage Loan, the sum of the
Servicing Fee, the Custodian 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 and its
successors in interest.
Fannie Mae Guides: The Fannie Mae Seller's Guide and the
Fannie Mae Servicer's Guide and all
amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, and its
successors in interest.
Final Recovery Determination: With respect to any defaulted
Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property
purchased by WMC or the Purchaser 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
Certificates is the Distribution Date
occurring in November 2035.
First Lien Mortgage Loan: Any 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(b) the address for notices to
Fitch shall be Fitch, Inc., One
State Street Plaza, New York, New York
10004, Attention: MBS Monitoring - GSAMP
Trust 2005-WMC2, or such other address as
Fitch may hereafter furnish to the
Depositor, the Servicer, the Custodian and
the Trustee.
Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.
Forbearance: As
defined in Section 3.07(a).
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, and its successors in
interest.
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 Interest Rate.
Group I Mortgage Loan: A Mortgage Loan in Loan Group 2.
Group II Mortgage Loan: A Mortgage Loan in Loan Group 2.
Group I Sequential Trigger Event: With respect to any
Distribution Date before the 25th
Distribution Date, if the aggregate amount of
Realized Losses incurred since the Cut-off
Date through the last day of the
related Prepayment Period divided by the
aggregate Stated Principal Balance of
the Mortgage Loans as of the Cut-off Date
exceeds 1.40%, or if, on or after the
25th Distribution Date, a Trigger Event is
in effect.
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 Interest Rate set
forth as such on the related Mortgage
Note.
Initial Certification: The Initial Certification submitted by
the Custodian substantially in the form of
Exhibit E.
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 each Class of LIBOR
Certificates for any Distribution Date, the
period commencing on the immediately
preceding Distribution Date (or, for the
initial Distribution Date, the Closing
Date) and ending on the day immediately
preceding the current Distribution Date.
For purposes of computing interest accruals
on each Class of LIBOR Certificates,
each Interest Accrual Period has the actual
number of days in such period and
each year is assumed to have 360 days. For
purposes of computing interest
accruals on the REMIC I Regular Interests
and the Class X Certificates, each
Interest Accrual Period has 30 days in such
period and each year is assumed to
have 360 days.
Interest Only Mortgage Loan: A Mortgage Loan for which the
related Mortgage Note provides for
Scheduled Payments of interest only for a
period of time as specified in the related
Mortgage Note.
Interest Rate Corridor Payments: (x) With respect to the Class
A-1 Certificates and the first 27
Distribution Dates, an amount equal to the
product of (a)(i) the number of basis
points by which the lesser of (A)
one-month LIBOR (determined in accordance
with the terms of the Class A-1
Corridor Agreement) and (B) 10.2400%
exceeds (ii) the strike rate percentage set
forth on the interest rate corridor
agreement schedule attached to the Class A-1
Corridor Agreement, (b) a notional amount
equal to the lesser of (A) the amount
set forth as the interest rate corridor
notional amount on the schedule attached
to the Class A-1 Corridor Agreement and (B)
the aggregate Class Certificate
Balance of the Class A-1A Certificates and
Class A-1B Certificates, and (c) the
actual number of days in the applicable
Interest Accrual Period divided by 360;
(y) with respect to the Class A-2
Certificates and the first 27 Distribution
Dates, an amount equal to the product of
(a)(i) the number of basis points by
which the lesser of (A) one-month LIBOR
(determined in accordance with the terms
of the Class A-2 Corridor Agreement) and
(B) 10.2978% exceeds (ii) the strike
rate percentage set forth on the interest
rate corridor agreement schedule
attached to the Class A-2 Corridor
Agreement, (b) a notional amount equal to the
lesser of (A) the amount set forth as the
interest rate corridor notional amount
on the schedule attached to the Class A-2
Corridor Agreement and (B) the
aggregate Class Certificate Balance of the
Class A-2A, Class A-2B and Class A-2C
Certificates, and (c) the actual number of
days in the applicable Interest
Accrual Period divided by 360; and (z) with
respect to the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6,
Class B-1 and Class B-2 Certificates
and the first 39 Distribution Dates, an
amount equal to the product of (a)(i)
the number of basis points by which the
lesser of (A) one-month LIBOR
(determined in accordance with the terms of
the Subordinate Corridor Agreement)
and (B) 9.6891% exceeds (ii) the strike
rate percentage set forth on the
interest rate corridor agreement schedule
attached to the Subordinate Corridor
Agreement, (b) a notional amount equal to
the lesser of (A) the amount set forth
as the interest rate corridor notional
amount on the schedule attached to the
Subordinate Corridor Agreement and (B) the
aggregate Class Certificate Balance
of the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class
B-1 and Class B-2 Certificates, and (c) the
actual number of days in the
applicable Interest Accrual Period divided
by 360.
Interest Remittance Amount: With respect to any Distribution
Date and the Mortgage Loans in a Loan
Group, that portion of Available Funds
attributable to interest relating to the
Mortgage Loans in that Loan Group.
Investment Account: As
defined in Section 3.12(a).
Late Collections: With respect to any Mortgage Loan and any
Due Period, all amounts received after the
Remittance Date immediately following
such Due Period, whether as late payments
of Scheduled Payments or as Insurance
Proceeds, Condemnation Proceeds,
Liquidation Proceeds 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.
Lender: As defined in
Section 10.07.
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 deposits of 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.
Lifetime Rate Cap: The provision of each Mortgage Note related
to an Adjustable Rate Mortgage Loan which
provides for an absolute maximum
Mortgage Interest Rate thereunder. The
Mortgage Interest Rate during the terms
of each Adjustable Rate Mortgage Loan shall
not at any time exceed the Mortgage
Interest Rate at the time of origination of
such Adjustable Rate Mortgage Loan
by more than the amount per annum set forth
on the Mortgage Loan Schedule.
Liquidated Mortgage Loan: With respect to any Distribution
Date, a defaulted Mortgage Loan (including
any REO Property) which was
liquidated or charged off in the calendar
month preceding the month of such
Distribution Date and as to which the
Servicer has certified (in accordance with
this Agreement) that it has made a Final
Recovery Determination.
Liquidation Event: With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage
Loan is paid in full; (ii) a Final
Recovery Determination is made as to such
Mortgage Loan; or (iii) such Mortgage
Loan is removed from coverage under this
Agreement by reason of its being
purchased, sold or replaced pursuant to or
as contemplated by this Agreement.
With respect to any REO Property, either of
the following events: (i) a Final
Recovery Determination is made as to such
REO Property; or (ii) such REO
Property is removed from coverage under
this Agreement by reason of its being
purchased pursuant to this Agreement.
Liquidation Proceeds: The amounts, other than Insurance
Proceeds, Condemnation Proceeds or those
received following the acquisition of
REO Property, received in connection with
the liquidation of a defaulted
Mortgage Loan, whether through a trustee's
sale, foreclosure sale or otherwise,
including any Subsequent Recoveries.
Litton: Litton Loan Servicing LP, a Delaware limited
partnership, and its successors in
interest.
Loan Group: Either of Loan Group I or Loan Group II.
Loan Group I: The Group I Mortgage Loans.
Loan Group I WAC Cap: With respect to the Mortgage Loans as of
any Distribution Date, the product of (i)
the weighted average of the Adjusted
Net Mortgage Interest Rates then in effect
on the beginning of the related Due
Period on the Group I Mortgage Loans, and
(ii) a fraction, the numerator of
which is 30 and the denominator of which is
the actual number of days in the
Interest Accrual Period related to such
Distribution Date. For federal income
tax purposes, the equivalent of the
foregoing shall be expressed as the weighted
average of the REMIC I Remittance Rate on
REMIC I Regular Interest LT1GRP,
weighted on the basis of the Uncertificated
Balance of such REMIC I Regular
Interest.
Loan Group II: The Group II Mortgage Loans.
Loan Group II WAC Cap: With respect to the Mortgage Loans as
of any Distribution Date, the product of
(i) the weighted average of the
Adjusted Net Mortgage Interest Rates then
in effect on the beginning of the
related Due Period on the Group II Mortgage
Loans, and (ii) a fraction, the
numerator of which is 30 and the
denominator of which is the actual number of
days in the Interest Accrual Period related
to such Distribution Date. For
federal income tax purposes, the equivalent
of the foregoing shall be expressed
as the weighted average of the REMIC I
Remittance Rate on REMIC I Regular
Interest LT2GRP, weighted on the basis of
the Uncertificated Balance of such
REMIC I Regular Interest.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan,
the ratio (expressed as a percentage) of
the original outstanding principal
amount of the Mortgage Loan as of the
Cut-off Date (unless otherwise indicated),
to either (a) if the Mortgage Loan was made
to finance the acquisition of the
related Mortgaged Property, the least of
(i) the purchase price of the Mortgaged
Property, (ii) the Appraised Value of the
Mortgaged Property at origination, or
(iii) the Review Appraisal Value of the
Mortgaged Property; or (b) if the
Mortgage Loan was a refinancing or
modification, the Appraised Value of the
Mortgaged Property at the time of the
refinancing or modification.
London Business Day: Any day on which dealings in deposits of
United States dollars are transacted in the
London interbank market.
Marker Rate: With respect to the Class X Interest and any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the REMIC I Remittance Rate for each of
REMIC I Regular Interest LTA1A, REMIC
I Regular Interest LTA1B, REMIC I Regular
Interest LTA2A, REMIC I Regular
Interest LTA2B, REMIC I Regular Interest
LTA2C, REMIC I Regular LTM1, REMIC I
Regular Interest LTM2, REMIC I Regular
LTM3, REMIC I Regular Interest LTM4,
REMIC I Regular Interest LTM5, REMIC I
Regular Interest LTM6, REMIC I Regular
Interest LTB1, REMIC I Regular Interest
LTB2 and REMIC I Regular Interest LTZZ,
with the rate on each such REMIC I Regular
Interest (other than REMIC I Regular
Interest LTZZ) subject to a cap equal to
the related Pass-Through Rate for the
Corresponding Certificate for the purpose
of this calculation for such
Distribution Date and with the rate on
REMIC I Regular Interest LTZZ subject to
a cap of zero for the purpose of this
calculation; provided however, each such
cap (other than the cap on REMIC I Regular
Interest LTZZ) shall be multiplied by
a fraction the numerator of which is the
actual number of days in the related
Interest Accrual Period and the denominator
of which is 30.
Maximum LTZZ Uncertificated Interest Deferral Amount: With
respect to any Distribution Date, the
excess of (i) accrued interest at the
REMIC I Remittance Rate applicable to REMIC
I Regular Interest LTZZ for such
Distribution Date on a balance equal to the
Uncertificated Balance of REMIC I
Regular Interest LTZZ minus the REMIC I
Overcollateralization Amount, in each
case for such Distribution Date, over (ii)
Uncertificated Interest on REMIC I
Regular Interest LTA1A, REMIC I Regular
Interest LTA1B, REMIC I Regular Interest
LTA2A, REMIC I Regular Interest LTA2B,
REMIC I Regular Interest LTA2C, REMIC I
Regular LTM1, REMIC I Regular Interest
LTM2, REMIC I Regular LTM3, REMIC I
Regular Interest LTM4, REMIC I Regular
Interest LTM5, REMIC I Regular Interest
LTM6, REMIC I Regular Interest LTB1 and
REMIC I Regular Interest LTB2 with the
rate on each such REMIC I Regular Interest
subject to a cap equal to the related
Pass-Through Rate for the corresponding
Certificate for the purpose of this
calculation for such Distribution Date;
provided however, each such cap for
shall be multiplied by a fraction the
numerator of which is the actual number of
days in the related Interest Accrual Period
and the denominator of which is 30.
MERS: As defined in
Section 2.01(b).
MERS Designated Mortgage Loan: Mortgage Loans for which (a)
WMC or the Purchaser has designated or will
designate MERS as, and has taken or
will take such action as is necessary to
cause MERS to be, the mortgagee of
record, as nominee for WMC or the
Purchaser, in accordance with the MERS
Procedures Manual and (b) WMC or the
Purchaser has designated or will designate
the Trust as the Investor on the MERS(R)
System.
MERS Procedures Manual: The MERS Procedures Manual, as it may
be amended, supplemented or otherwise
modified from time to time.
MERS(R) System: MERS mortgage electronic registry system, as
more particularly described in the MERS
Procedures Manual.
Monthly Statement: The statement made available to the
Certificateholders pursuant to Section
4.03.
Moody's: Moody's Investors Service, Inc., and its successors
in interest. If Moody's is designated as a
Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b)
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, the Servicer, the Custodian
and the Trustee.
Mortgage:
The mortgage, deed of trust or other instrument
identified on the Mortgage Loan Schedule as
securing a Mortgage Note, including
all riders thereto.
Mortgage File: The items pertaining to a particular Mortgage
Loan contained in either the Servicing File
or Custodial File.
Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note with respect to each Mortgage
Loan.
Mortgage Loan: An individual Mortgage Loan which is the
subject of 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 Custodial File, the
Servicing File, the Scheduled Payments,
Principal Prepayments, Liquidation
Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition proceeds,
Prepayment Premiums 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 Documents: The mortgage loan documents
pertaining to each Mortgage Loan.
Mortgage Loan Schedule: A schedule of Mortgage Loans delivered
to the Trustee on the Closing Date and
referred to on Schedule I, such schedule
setting forth the following information
with respect to each Mortgage Loan as of
the Cut-off Date: (1) the Purchaser'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 Mortgaged Property
is owner-occupied, a second home or
investment property; (5) the number and type
of residential units constituting the
Mortgaged Property (i.e., a single family
residence, a 2-4 family residence, a unit
in a condominium project or a unit in
a planned unit development or a
manufactured housing unit); (6) the original
months to maturity or the remaining months
to maturity from the Cut-off Date, in
any case based on the original amortization
schedule and, if different, the
maturity expressed in the same manner but
based on the actual amortization
schedule; (7) with respect to First Lien
Mortgage Loans, the Loan-to-Value Ratio
at origination, and with respect to Second
Lien Mortgage Loans, the Combined
Loan-to-Value Ratio, at origination; (8)
the Mortgage Interest Rate as of the
Cut-off Date; (9) the 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; (10) the stated
maturity date; (11) the amount of the
Scheduled Payment as of the Cut-off Date;
(12) the last payment date on which a
Scheduled Payment was actually applied to
pay interest and the outstanding
principal balance; (13) the original
principal amount of the Mortgage Loan; (14)
the principal balance of the Mortgage Loan
as of the close of business on the
Cut-off Date, after deduction of payments
of principal due and collected on or
before the Cut-off Date; (15) with respect
to Adjustable Rate Mortgage Loans,
the Adjustment Date; (16) with respect to
Adjustable Rate Mortgage Loans, the
Gross Margin; (17) with respect to
Adjustable Rate Mortgage Loans, the Lifetime
Rate Cap under the terms of the Mortgage
Note; (18) with respect to Adjustable
Rate Mortgage Loans, a code indicating the
type of Index; (19) with respect to
Adjustable Rate Mortgage Loans, the
Periodic Mortgage Interest Rate Cap under
the terms of the Mortgage Note; (20) with
respect to Adjustable Rate Mortgage
Loans, the Periodic Mortgage Interest Rate
Floor under the terms of the Mortgage
Note; (21) the type of Mortgage Loan (i.e.,
fixed rate, adjustable rate, first
lien, second lien); (22) a code indicating
the purpose of the loan (i.e.,
purchase, rate and term refinance, equity
take-out refinance); (23) a code
indicating the documentation style (i.e.,
full documentation, limited
documentation or stated income); (24) the
loan credit classification (as
described in the Underwriting Guidelines);
(25) whether such Mortgage Loan
provides for a Prepayment Premium; (26) the
Prepayment Premium period of such
Mortgage Loan, if applicable; (27) a
description of the Prepayment Premium, if
applicable; (28) the Mortgage Interest Rate
as of origination; (29) the credit
risk score (FICO score) at origination;
(30) the date of origination; (31) the
Mortgage Interest Rate adjustment period;
(32) the Mortgage Interest Rate
adjustment percentage; (33) the Mortgage
Interest Rate floor; (34) the Mortgage
Interest Rate calculation method (i.e.,
30/360, simple interest, other); (35) a
code indicating whether the Mortgage Loan
is assumable; (36) a code indicating
whether the Mortgage Loan has been
modified; (37) the one year payment history;
(38) the Due Date for the first Scheduled
Payment; (39) the original Scheduled
Payment due; (40) with respect to the
related Mortgagor, the debt-to-income
ratio; (41) the Appraised Value of the
Mortgaged Property; (42) the sales price
of the Mortgaged Property if the Mortgage
Loan was originated in connection with
the purchase of the Mortgaged Property;
(43) a code indicating if the Mortgage
Loan is an Interest Only Mortgage Loan;
(44) a code indicating whether such
Mortgage Loan is a Home Loan; (45) a code
indicating whether a Mortgage Loan is
or has been 30 days delinquent; (46) MERS
Indemnification Number; and (47) Loan
Group. With respect to the related Mortgage
Loans in the aggregate: (1) the
number of Mortgage Loans; (2) the current
aggregate outstanding principal
balance of the Mortgage Loans; (3) the
weighted average Mortgage Interest Rate
of the Mortgage Loans; and (4) the weighted
average maturity of the Mortgage
Loans.
Mortgage Note: The note or other evidence of the indebtedness
of a Mortgagor under a Mortgage Loan,
including all riders thereto.
Mortgaged Property: The real property (or leasehold estate, if
applicable) identified on the Mortgage Loan
Schedule as securing repayment of
the debt evidenced by a Mortgage Note.
Mortgagor: The
obligor(s) on a Mortgage Note.
Net Monthly Excess Cash Flow: For any Distribution Date the
amount remaining for distribution pursuant
to Section 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 the sum of the
Compensating Interest payments made
with respect to such Distribution Date.
NIM Issuer: The entity established as the issuer of the NIM
Securities.
NIM Securities: Any debt securities secured or otherwise
backed by some or all of the Class X and
Class P Certificates that are rated by
one or more Rating Agencies.
NIM Trustee: The
trustee for the NIM Securities.
90+ Day Delinquent Mortgage Loan: Each Mortgage Loan with
respect to which any portion of a Scheduled
Payment is, as of the last day of
the prior Due Period, three months or more
past due (without giving effect to
any grace period), including each Mortgage
Loan in foreclosure, all REO Property
and each Mortgage Loan for which the
Mortgagor has filed for bankruptcy.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-Permitted Transferee: As defined in Section 8.11(e).
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
payments, Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds 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 the good faith business
judgment of the Servicer, will not
or, in the case of a proposed Servicing
Advance, would not, be ultimately
recoverable from related Insurance
Proceeds, Condemnation Proceeds, Liquidation
Proceeds or otherwise.
Non-Rule 144A Investment Letter: As defined in Section
5.02(b).
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.
Notional Amount: With respect to the Class X Certificates and
any Distribution Date, the Uncertificated
Balance of the REMIC I Regular
Interests for such Distribution Date. As of
the Closing Date, the Notional
Amount of the Class X Certificates is equal
to $1,121,492,411.32.
Notional Balance: With respect to the Class X Certificates for
purposes solely of the face thereof, the
aggregate Stated Principal Balance of
the Mortgage Loans.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by an officer of
the Servicer with responsibility for the
servicing of the Mortgage Loans and
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 a
Subservicer, reasonably acceptable to the
Trustee; provided, that any Opinion of
Counsel relating to (a) qualification of
any Trust REMIC as a 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 either
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 date determined by the Servicer
and specified in a written notice to the
Trustee, which may occur on or after
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 10.00%
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 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 Loans as
of the Cut-off Date. Notwithstanding the
foregoing, on and after any
Distribution Date following the reduction
of the aggregate Class Certificate
Balance of the Class A Certificates, Class
M Certificates and Class B
Certificates to zero, the
Overcollateralization Floor shall be zero.
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.
Pass-Through Margin: With respect to each Class of Class A,
Class M and Class B Certificates, the
following percentages: Class A-1A, 0.250%;
Class A-1B, 0.310%, Class A-2A, 0.110%,
Class A-2B, 0.260%, Class A-2C, 0.350%,
Class M-1, 0.430%; Class M-2, 0.460%, Class
M-3, 0.630%, Class M-4, 0.680%,
Class M-5, 1.150%, Class M-6, 1.250%, Class
B-1, 1.810% and Class B-2, 2.500%.
On the first Distribution Date after the
Optional Termination Date, the
Pass-Through Margins shall increase to:
Class A-1A, 0.500%; Class A-1B, 0.620%,
Class A-2A, 0.220%, Class A-2B, 0.520%,
Class A-2C, 0.700%, Class M-1, 0.645%;
Class M-2, 0.690%, Class M-3, 0.945%, Class
M-4, 1.020%, Class M-5, 1.725%,
Class M-6, 1.875%, Class B-1, 2.715% and
Class B-2, 3.750%.
Pass-Through Rate: With respect to the Class A-1A and Class
A-1B Certificates, the least of (i) LIBOR
plus the related Pass-Through Margin,
(ii) the Group I WAC Cap and (iii) the WAC
Cap. With respect to the Class A-2A,
Class A-2B and Class A-2C Certificates, the
least of (i) LIBOR plus the related
Pass-Through Margin, (ii) the Group II WAC
Cap and (iii) the WAC Cap. With
respect to the Class M and Class B
Certificates, a rate per annum equal to the
lesser of (i) LIBOR plus the related
Pass-Through Margin and (ii) the WAC Cap.
With respect to the Class X Interest and any Distribution
Date, a rate per annum equal to the
percentage equivalent of a fraction, the
numerator of which is the sum of the
amounts calculated pursuant to clauses (A)
through (O) below, and the denominator of
which is the aggregate Uncertificated
Balances of REMIC I Regular Interest LTAA,
REMIC I Regular Interest LTA1A, REMIC
I Regular Interest LTA1B, REMIC I Regular
Interest LTA2A, REMIC I Regular
Interest LTA2B, REMIC I Regular Interest
LTA2C, REMIC I Regular LTM1, REMIC I
Regular Interest LTM2, REMIC I Regular
LTM3, REMIC I Regular Interest LTM4,
REMIC I Regular Interest LTM5, REMIC I
Regular Interest LTM6, REMIC I Regular
Interest LTB1 and REMIC I Regular Interest
LTB2, REMIC I Regular Interest LTZZ.
For purposes of calculating the
Pass-Through Rate for the Class X Interest, the
numerator is equal to the sum of the
following components:
(A) the
REMIC I Remittance Rate for REMIC I Regular Interest LTAA
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTAA;
(B) the
REMIC I Remittance Rate for REMIC I Regular Interest LTA
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTA;
(C) the
REMIC I Remittance Rate for REMIC I Regular Interest LTA
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTA;
(D) the
REMIC I Remittance Rate for REMIC I Regular Interest LTA
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTA;
(E) the
REMIC I Remittance Rate for REMIC I Regular Interest LTA
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTA;
(F) the
REMIC I Remittance Rate for REMIC I Regular Interest LTA
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTA;
(G) the
REMIC I Remittance Rate for REMIC I Regular Interest LTM1
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTM1;
(H) the
REMIC I Remittance Rate for REMIC I Regular Interest LTM2
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTM2;
(I) the
REMIC I Remittance Rate for REMIC I Regular Interest LTM3
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTM3;
(J) the
REMIC I Remittance Rate for REMIC I Regular Interest LTM4
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTM4;
(K) the
REMIC I Remittance Rate for REMIC I Regular Interest LTM5
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTM5;
(L) the
REMIC I Remittance Rate for REMIC I Regular Interest LTM6
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTM6;
(M) the
REMIC I Remittance Rate for REMIC I Regular Interest LTB1
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTB1;
(N) the
REMIC I Remittance Rate for REMIC I Regular Interest LTB2
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTB2; and
(O) the
REMIC I Remittance Rate for REMIC I Regular Interest LTZZ
minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest LTZZ.
With respect to the Class X Certificates, 100% of amounts
distributed in respect of the Class X
Interest.
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 Remittance 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 (which advances
shall not include principal or interest
shortfalls due to bankruptcy proceedings or
application of the Relief Act).
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 Interest Rate Cap: With respect to each
Adjustable Rate Mortgage Loan, the
provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which
provides for an absolute maximum amount by
which the Mortgage Interest Rate therein
may increase or decrease on an
Adjustment Date above or below the Mortgage
Interest Rate previously in effect.
The Periodic Mortgage Interest Rate Cap for
each Adjustable Rate Mortgage Loan
is the rate set forth on the Mortgage Loan
Schedule.
Periodic Mortgage Interest Rate Floor: With respect to each
Adjustable Rate Mortgage Loan, the
provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which
provides for an absolute minimum amount by
which the Mortgage Interest Rate therein
may increase or decrease on an
Adjustment Date above or below the Mortgage
Interest Rate previously in effect.
The Periodic Mortgage Interest Rate Floor
for each Adjustable Rate Mortgage Loan
is the rate set forth on the Mortgage Loan
Schedule.
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 "A-1+"
by
Standard & Poor's, "P-1" by Moody's and "F1+" by Fitch (in each
case,
to the extent they are designated as Rating Agencies in the
Preliminary
Statement);
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by
each
Rating Agency that rates such securities in its highest
long-term
unsecured rating categories at the time of such investment or
contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by each Rating Agency that
rates
such securities in its highest short-term unsecured debt rating
available at the time of such investment;
(vi) units of money market funds, including money market funds
advised by the Depositor or the Trustee or an Affiliate thereof,
that
have been rated "Aaa" by Moody's, "AAAm" or "AAAm-G" by Standard
&
Poor's and at least "AA" by Fitch (in each case, to the extent they
are
designated as Rating Agencies in the Preliminary Statement);
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 the Rating Agencies
as
a permitted investment of funds backing "Aaa" or "AAA" rated
securities;
provided, however, that no instrument
described hereunder shall evidence either
the right to receive (a) only interest with
respect to the obligations
underlying such instrument or (b) both
principal and interest payments derived
from obligations underlying such instrument
and the interest and principal
payments with respect to such instrument
provide a yield to maturity at par
greater than 120% of the yield to maturity
at par of the underlying obligations.
Permitted Transferee: Any Person other than (i) the United
States, any State or political subdivision
thereof, or any agency or
instrumentality of any of the foregoing,
(ii) a foreign government,
international organization or any agency or
instrumentality of either of the
foregoing, (iii) an organization (except
certain farmers' cooperatives described
in Section 521 of the Code) which is exempt
from tax imposed by Chapter 1 of the
Code (including the tax imposed by Section
511 of the Code on unrelated business
taxable income) on any excess inclusions
(as defined in Section 860E(c)(1) of
the Code) with respect to any Residual
Certificate, (iv) rural electric and
telephone cooperatives described in Section
1381(a)(2)(C) of the Code, (v) a
Person that is not a U.S. Person or a U.S.
Person with respect to whom income
from a Residual Certificate is attributable
to a foreign permanent establishment
or fixed base (within the meaning of an
applicable income tax treaty) of such
Person or any other U.S. Person, (vi) an
"electing large partnership" within the
meaning of Section 775 of the Code and
(vii) any other Person so designated by
the Depositor based upon an Opinion of
Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such
Person may cause any Trust REMIC to
fail to qualify as a REMIC at any time that
the Certificates are outstanding.
The terms "United States," "State" and
"international organization" shall have
the meanings set forth in Section 7701 of
the Code or successor provisions. A
corporation will not be treated as an
instrumentality of the United States or of
any State or political subdivision thereof
for these purposes if all of its
activities are subject to tax and, with the
exception of 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.
Plan: As defined in
Section 5.02(b).
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.
Prepayment Interest Shortfall: With respect to any Remittance
Date, the sum of, for each Mortgage Loan
that was, during the related Prepayment
Period, the subject of a Principal
Prepayment that was applied by the Servicer
to reduce the outstanding principal balance
of such Mortgage Loan on a date
preceding the Due Date in the succeeding
Prepayment Period, an amount equal to
the product of (a) the Mortgage Interest
Rate net of the Servicing Fee Rate for
such Mortgage Loan, (b) the amount of the
Principal Prepayment for such Mortgage
Loan, (c) 1/360 and (d) the number of days
commencing on the date on which such
Principal Prepayment was applied and ending
on the last day of the related
Prepayment Period.
Prepayment Period: With respect to any Distribution Date, the
calendar month preceding the calendar month
in which such Distribution Date
occurs.
Prepayment Premium: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a
Mortgage Loan from a Mortgagor in
connection with any voluntary Principal
Prepayment pursuant to the terms of the
related Mortgage Note.
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 Premium and which is not
accompanied by an amount of interest
representing scheduled interest due on any
date or dates in any month or months
subsequent to the month of prepayment.
Principal 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
Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds on the Mortgage
Loans allocable to principal actually
collected by the Servicer during the
related Prepayment Period, (iv) the portion
of the Repurchase Price allocable to
principal with respect to each Deleted
Mortgage Loan, the repurchase obligation
for which arose during the related
Prepayment Period, that was repurchased
during the period from the prior
Distribution Date through the Remittance
Date for the current Distribution Date,
(v) the portion of all Substitution
Adjustment Amounts allocable to principal
with respect to the substitutions of
Mortgage Loans that occur during the
calendar month in which such Distribution
Date occurs, and (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).
Privacy Laws: Title V of the Gramm Leach Bliley Act of 1999,
as amended, and all applicable regulations
promulgated thereunder.
Private Certificates: As specified in the Preliminary
Statement.
Prospectus Supplement: The Prospectus Supplement, dated
November 18, 2005, relating to the Offered
Certificates.
PTCE 95-60: As defined
in Section 5.02(b).
PUD: A planned unit
development.
Purchase Agreement: The Flow Mortgage Loan Purchase and
Warranties Agreement, dated as of July 27,
2005, between the Purchaser and WMC.
Purchaser:
Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in
interest, as purchaser of the Mortgage Loans
under the Purchase Agreement.
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(b), the addresses for notices to each
Rating Agency shall be the address
specified therefor in the definition
corresponding to the name of such Rating
Agency, or such other address as either
such Rating Agency may hereafter furnish
to the Depositor and the Servicer.
Realized Losses: With respect to any date of determination and
any Liquidated Mortgage Loan, the amount,
if any, by which (a) the unpaid
principal balance of such Liquidated
Mortgage Loan together with accrued and
unpaid interest thereon exceeds (b) the
Liquidation Proceeds with respect
thereto net of the expenses incurred by the
Servicer in connection with the
liquidation of such Liquidated Mortgage
Loan and net of any amount of
unreimbursed Servicing Advances with
respect to such Liquidated Mortgage Loan.
Record Date: With respect to any Distribution Date and the
Certificates (other than the Class P
Certificates and Class X Certificates), the
close of business on the last Business Day
of the related Interest Accrual
Period; provided, however, that for any
Certificate issued in definitive form,
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.
With respect to any Distribution Date and
the Class P Certificates and Class X
Certificates, the last business day of the
month preceding the related
Distribution Date.
Reference Bank: As
defined in Section 4.04.
Regular Certificates: As specified in the Preliminary
Statement.
Relief Act: The
Servicemembers Civil Relief Act.
Relief Act Interest Shortfall: With respect to any
Distribution Date and any Mortgage Loan,
any reduction in the amount of interest
or principal collectible on such Mortgage
Loan for the most recently ended Due
Period as a result of the application of
the Relief Act or any similar state or
local statutes.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC I: As specified
in the Preliminary Statement.
REMIC I Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 50% of the
aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties then
outstanding and (ii) the REMIC I Remittance
Rate for REMIC I Regular Interest
LTAA minus the Marker Rate, divided by (b)
12.
REMIC I Marker Allocation Percentage: 50% of any amount
payable or loss attributable from the
Mortgage Loans, which shall be allocated
to REMIC I Regular Interest LTAA, REMIC I
Regular Interest LTA1A, REMIC I
Regular Interest LTA1B, REMIC I Regular
Interest LTA2A, REMIC I Regular Interest
LTA2B, REMIC I Regular Interest LTA2C,
REMIC I Regular LTM1, REMIC I Regular
Interest LTM2, REMIC I Regular LTM3, REMIC
I Regular Interest LTM4, REMIC I
Regular Interest LTM5, REMIC I Regular
Interest LTM6, REMIC I Regular Interest
LTB1, REMIC I Regular Interest LTB2 and
REMIC I Regular Interest LTZZ.
REMIC I Overcollateralization Amount: With respect to any date
of determination, (i) 0.50% of the
aggregate Uncertificated Balances of the
REMIC I Regular Interests minus (ii) the
aggregate of the Uncertificated
Balances of REMIC I Regular Interest LTA1A,
REMIC I Regular Interest LTA1B,
REMIC I Regular Interest LTA2A, REMIC I
Regular Interest LTA2B, REMIC I Regular
Interest LTA2C, REMIC I Regular LTM1, REMIC
I Regular Interest LTM2, REMIC I
Regular LTM3, REMIC I Regular Interest
LTM4, REMIC I Regular Interest LTM5,
REMIC I Regular Interest LTM6, REMIC I
Regular Interest LTB1 and REMIC I Regular
Interest LTB2, in each case as of such date
of determination.
REMIC I Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 0.50% of the
aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction,
the numerator of which is two times the
aggregate of the Uncertificated Balances of
REMIC I Regular Interest LTA1A,
REMIC I Regular Interest LTA1B, REMIC I
Regular Interest LTA2A, REMIC I Regular
Interest LTA2B, REMIC I Regular Interest
LTA2C, REMIC I Regular LTM1, REMIC I
Regular Interest LTM2, REMIC I Regular
LTM3, REMIC I Regular Interest LTM4,
REMIC I Regular Interest LTM5, REMIC I
Regular Interest LTM6, REMIC I Regular
Interest LTB1, REMIC I Regular Interest
LTB2 and REMIC I Regular Interest LTZZ.
REMIC I Regular Interest: Any of the separate non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I
Regular Interest shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto. The designations for
the respective REMIC I Regular Interests
are set forth in the Preliminary
Statement hereto.
REMIC I Remittance Rate: With respect to REMIC I Regular
Interest LTAA, REMIC I Regular Interest
LTA1A, REMIC I Regular Interest LTA1B,
REMIC I Regular Interest LTA2A, REMIC I
Regular Interest LTA2B, REMIC I Regular
Interest LTA2C, REMIC I Regular LTM1, REMIC
I Regular Interest LTM2, REMIC I
Regular LTM3, REMIC I Regular Interest
LTM4, REMIC I Regular Interest LTM5,
REMIC I Regular Interest LTM6, REMIC I
Regular Interest LTB1 and REMIC I Regular
Interest LTB2, REMIC I Regular Interest
LTZZ, REMIC I Regular Interest LT1SUB,
REMIC I Regular Interest LT2SUB and REMIC I
Regular Interest LTXX, the weighted
average the Adjusted Net Mortgage Interest
Rates then in effect on the beginning
of the related Due Period on the Mortgage
Loans. With respect to REMIC I Regular
Interest LT1GRP, the weighted average the
Adjusted Net Mortgage Interest Rates
then in effect on the beginning of the
related Due Period on the Group I
Mortgage Loans, with respect REMIC I
Regular Interest LT2GRP, the weighted
average the Adjusted Net Mortgage Interest
Rates then in effect on the beginning
of the related Due Period on the Group II
Mortgage Loans.
REMIC I Required Overcollateralization Amount: 0.50% of the
Overcollateralization Floor.
REMIC I Sub WAC Allocation Percentage: 50% of any amount
payable from or loss attributable to the
Mortgage Loans, which shall be
allocated to REMIC I Regular Interest
LT1SUB, REMIC I Regular Interest LT1GRP,
REMIC I Regular Interest LT2SUB, REMIC I
Regular Interest LT2GRP and REMIC I
Regular Interest LTXX.
REMIC I Subordinated Balance Ratio: The ratio between the
Uncertificated Balances of each REMIC I
Regular Interest ending with the
designation "SUB,", equal to the ratio
between, with respect to each such REMIC
I Regular Interest, the excess of (x) the
aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan
Group over (y) the current Certificate
Balance of Class A Certificates in the
related Loan Group.
REMIC II: The segregated pool of assets consisting of all of
the REMIC I Regular Interests conveyed in
trust to the Trustee, for the benefit
of the REMIC II Certificateholders, and all
amounts deposited therein, with
respect to which a separate REMIC election
is to be made.
REMIC II Certificate: Any Regular Certificate (other than a
Class M-6, Class B-1, Class B-2 or Class X
Certificate).
REMIC II Certificateholder: The Holder of any REMIC II
Certificate.
REMIC III: The segregated pool of assets consisting of all of
the Class M-6 Interest conveyed in trust to
the Trustee, for the benefit of the
Class M-6 Certificateholders, and all
amounts deposited therein, with respect to
which a separate REMIC election is to be
made.
REMIC IV: The segregated pool of assets consisting of all of
the Class B-1 Interest conveyed in trust to
the Trustee, for the benefit of the
Class B-1 Certificateholders, and all
amounts deposited therein, with respect to
which a separate REMIC election is to be
made.
REMIC V: The segregated pool of assets consisting of all of
the Class B-2 Interest conveyed in trust to
the Trustee, for the benefit of the
Class B-2 Certificateholders, and all
amounts deposited therein, with respect to
which a separate REMIC election is to be
made.
REMIC VI: The segregated pool of assets consisting of all of
the Class X Interest conveyed in trust to
the Trustee, for the benefit of the
Class X Certificateholders, and all amounts
deposited therein, with respect to
which a separate REMIC election is to be
made.
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 PM, Central 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 Interest 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 3.15 by any income from the REO
Property treated as a recovery of
principal).
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.
Reporting Date: The 18th day of each calendar month or the
immediately following Business Day if the
18th is not a Business Day.
Repurchase Price: With respect to any Mortgage Loan
repurchased by (a) the Purchaser, an amount
equal to the sum of (i) the unpaid
principal balance of such Mortgage Loan as
of the date of repurchase, (ii)
interest on such unpaid principal balance
of such Mortgage Loan at the Mortgage
Interest Rate from the last date through
which interest has been paid and
distributed to the Trustee to the date of
repurchase, (iii) all unreimbursed
Servicing Advances, (iv) all expenses
incurred by the Servicer, the Trust or the
Trustee, as the case may be, in respect of
a breach or defect, including,
without limitation, expenses arising out of
the Servicer's or Trustee's, as the
case may be, enforcement of the Purchaser's
repurchase obligation, to the extent
not included in clause (iii), 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 or (b)
WMC, the "Repurchase Price" as that
term is defined in the Underlying
Agreements.
Request for Release: The Request for Release submitted by the
Servicer to the Custodian, with a copy to
the Trustee, substantially in the form
of Exhibit K.
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 who at such time shall
be officers to whom, with respect to
a particular matter, such matter is
referred because of such officer's knowledge
of and familiarity with the particular
subject and who shall have direct
responsibility for the administration of
this Agreement.
Review Appraisal Value: As defined in the Underwriting
Guidelines.
Rule 144A Letter: As
defined in Section 5.02(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.
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 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, 48.20%.
Servicer: Litton.
Servicer Remittance Report: As defined in Section 4.03(d).
Servicer's Assignee:
As defined in Section 10.07.
Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by
the Servicer in the performance of
its servicing obligations in connection
with a default, delinquency or other
unanticipated event, 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 Servicer shall not be
required to make any Nonrecoverable
Servicing Advances.
Servicing Fee: With respect to each Mortgage Loan and any
Distribution Date, an amount equal to the
product of (i) one-twelfth of the
Servicing Fee Rate, and (ii) the Stated
Principal Balance of such Mortgage Loan
as of the first day of the calendar month
preceding the month in which such
Distribution Date occurs. Such fee shall be
payable monthly, and shall be pro
rated 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, Insurance Proceeds, Condemnation
Proceeds and proceeds received with
respect to REO Properties, to the extent
permitted by Section 3.11) 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.
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 in the Custodial File
and copies of the Mortgage Loan Documents
set forth in Exhibit L hereto.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and
servicing of the Mortgage Loans whose
name and facsimile signature appear 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: Any and all of the following: (a) all rights
and obligations to service the Mortgage
Loans; (b) any compensation for
servicing the Mortgage Loans; (c) any late
fees, penalties or similar payments
with respect to the Mortgage Loans (other
than prepayment penalties); (d) all
agreements or documents creating, defining
or evidencing any such servicing
rights to the extent they relate to such
servicing rights; (e) any interest on
Escrow Accounts allowed by law or other
similar payments with respect to the
Mortgage Loans and any amounts actually
collected with respect thereto; (f) all
accounts and other rights to payment
related to any of the property described in
this paragraph; (g) the right to possess
and use any and all servicing files,
servicing records, data tapes, computer
records, or other information pertaining
to the Mortgage Loans to the extent
relating to the past, present or prospective
servicing of the Mortgage Loans; and (h)
all rights, powers and privileges
incident to any of the foregoing.
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, including without limitation
JPMorgan Chase Bank, National
Association as the representative of
certain lenders.
Similar Law: As
defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with
respect to which any portion of a Scheduled
Payment is, as of the last day of
the prior Due Period, two months or more
past due (without giving effect to any
grace period), each Mortgage Loan in
foreclosure, all REO Property and each
Mortgage Loan for which the Mortgagor has
filed for bankruptcy.
Specified Overcollateralized Amount: Prior to the Stepdown
Date, an amount equal to 4.70% of the
Cut-off Date Pool Principal Balance. On
and after the Stepdown Date, an amount
equal to 9.40% of the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date, subject,
until the Class Certificate Balance of each
Class of LIBOR 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 until the Distribution
Date on which a Trigger Event is no
longer occurring. On and after the date on
which the Class Certificate Balance
of each Class of LIBOR Certificates has
been reduced to zero, the Specified
Overcollateralized Amount shall thereafter
equal zero.
SPV: As defined in
Section 10.07.
Subordinate Corridor Agreement: The interest rate corridor
agreement with respect to the Class M-1,
Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class B-1 and Class B-2
Certificates, dated November 23, 2005,
between the Purchaser and the Corridor
Agreement Provider.
Standard & Poor's: Standard & Poor's Ratings Services,
a
division of The McGraw-Hill Companies,
Inc., and its successors in interest. If
Standard & Poor's is designated as a
Rating Agency in the Preliminary Statement,
for purposes of Section 10.05(b) 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 2005-WMC2, or
such other address as Standard & Poor's
may hereafter furnish to the Depositor,
the Servicer, the Custodian and the
Trustee.
Standard & Poor's Glossary: Version 5.6(b) of the Standard
&
Poor's LEVELS(R) Glossary.
Start-up Day: As
defined in Section 2.06.
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, 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, and plus (iii)
any amounts added to the unpaid principal
balance of such Mortgage Loan in
connection with a modification thereof. 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
become a Liquidated Mortgage Loan during
the related Prepayment Period shall be
zero.
Stepdown Date: The earlier to occur of (a) the date on which
the aggregate Class Certificate Balances of
the Class A Certificates have been
reduced to zero, and (b) the later to occur
of (i) the Distribution Date in
December 2008, and (ii) the first
Distribution Date on which the Senior
Enhancement Percentage is greater than or
equal to the Senior Specified
Enhancement Percentage.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subsequent Recoveries: Amounts received with respect to any
Liquidated Mortgage Loan after it has
become a Liquidated Mortgage Loan.
Subservicer: As
defined in Section 3.02(a).
Subservicing Account:
As defined in Section 3.08.
Subservicing Agreements: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Mortgage Loan eligible to be
substituted for a Deleted Mortgage Loan
pursuant to the terms of the Underlying
Agreements.
Substitution Adjustment Amount: Any amount required to be paid
in connection with a Substitute Mortgage
Loan pursuant to the Underlying
Agreements.
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 collected on the Mortgage
Loans 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)
over (ii) the sum of the interest payable
to the Classes of LIBOR Certificates
on such Distribution Date 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: With respect to any Distribution Date, a
Trigger Event exists if (i) the quotient
(expressed as a percentage) of (1) the
rolling three month average of the
aggregate unpaid principal balance of 60+ Day
Delinquent Mortgage Loans, divided by (2)
the aggregate unpaid principal balance
of the Mortgage Loans as of the last day of
the related Due Period, equals or
exceeds 33% of the Senior Enhancement
Percentage as of the last day of the prior
Due Period or (ii) 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 percentages
set forth below with respect to such
Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN
LOSS PERCENTAGE
-----------------------------------------
--------------------------------------------------
<S>
<C>
December 2007 through November 2008
1.400% for the first month, plus an additional
1/12th of 1.700% for each month thereafter
-----------------------------------------
--------------------------------------------------
December 2008 through November 2009
3.100% for the first month, plus an additional
1/12th of 1.750% for each month thereafter
-----------------------------------------
--------------------------------------------------
December 2009 through November 2010
4.850% for the first month, plus an additional
1/12th of 1.400% for each month thereafter
-----------------------------------------
--------------------------------------------------
December 2010 through November 2011
6.250% for the first month, plus an additional
1/12th of 0.750% for each month thereafter
-----------------------------------------
--------------------------------------------------
December 2011 and thereafter
7.000%
-----------------------------------------
--------------------------------------------------
</TABLE>
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 received on
or with respect thereto after the related
Cut-off Date, other than such amounts
which were due on the Mortgage Loans on or
before the related Cut-off Date; (ii)
the Collection Account, the 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
Depositor's rights under the Underlying
Agreements; (v) the Corridor Agreements;
and (vi) all proceeds of the conversion,
voluntary or involuntary, of any of the
foregoing.
Trust REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC V or REMIC VI, as applicable.
Trustee: Deutsche Bank National Trust Company and its
successors and, if a successor trustee is
appointed hereunder, such successor.
Trustee Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's
interest at the related Trustee Fee Rate on
the Stated Principal Balance of such
Mortgage Loan as of the preceding
Distribution Date (or as of the Closing
Date in the case of the first
Distribution Date) or, in the event of any
payment of interest which accompanies
a Principal Prepayment in Full made by the
Mortgagor, interest at the Trustee
Fee Rate on the Stated Principal Balance of
such Mortgage Loan for the period
covered by such payment of interest.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0027%
per annum.
Uncertificated Balance: The amount of the REMIC I Regular
Interests outstanding as of any date of
determination. As of the Closing Date,
the Uncertificated Balance of each REMIC I
Regular Interest shall equal the
amount set forth in the Preliminary
Statement hereto as its initial
uncertificated balance. On each
Distribution Date, the Uncertificated Balance of
the REMIC I Regular Interest shall be
reduced by all distributions of principal
made on such REMIC I Regular Interest on
such Distribution Date pursuant to
Section 4.06 and, if and to the extent
necessary and appropriate, shall be
further reduced on such Distribution Date
by Realized Losses as provided in
Section 4.05 and the Uncertificated Balance
of REMIC I Regular Interest I-LTZZ
shall be increased by interest deferrals as
provided in Section 4.06. The
Uncertificated Balance of each REMIC I
Regular Interest shall never be less than
zero.
Uncertificated Interest: With respect to any REMIC I Regular
Interest for any Distribution Date, one
month's interest at the REMIC I
Remittance Rate applicable to such REMIC I
Regular Interest for such
Distribution Date, accrued on the
Uncertificated Balance thereof immediately
prior to such Distribution Date.
Uncertificated Interest in respect of the REMIC
I Regular Interests shall accrue on the
basis of a 360-day year consisting of
twelve 30-day months. Uncertificated
Interest with respect to each Distribution
Date, as to any REMIC I Regular Interest,
shall be reduced by an amount equal to
the sum of (a) the aggregate Prepayment
Interest Shortfall, if any, for such
Distribution Date to the extent not covered
by payments pursuant to Section 3.25
of this Agreement and (b) the aggregate
amount of any Relief Act Interest
Shortfall, if any allocated, in each case,
to such REMIC I Regular Interest
pursuant to Section 4.02. In addition,
Uncertificated Interest with respect to
each Distribution Date, as to any
Uncertificated REMIC Regular Interest, shall
be reduced by Realized Losses, if any,
allocated to such Uncertificated REMIC
Regular Interest pursuant to Section
4.05.
Underlying Agreements: Collectively, the Purchase Agreement,
without the mortgage loan schedule
exhibits, and the WMC Assignment Agreement,
copies of each of which are attached hereto
as Exhibit Q.
Underwriters' Exemption: Any exemption listed in footnote 1
of, and amended by, Prohibited Transaction
Exemption 2002-41, 67 Fed. Reg. 54487
(2002), or any successor exemption.
Underwriting Guidelines: The underwriting guidelines attached
to the Purchase Agreement.
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).
U.S. Person: (i) A citizen or resident of the United States;
(ii) a corporation (or entity treated as a
corporation for tax purposes) created
or organized in the United States or under
the laws of the United States or of
any State thereof, including, for this
purpose, the District of Columbia; (iii)
a partnership (or entity treated as a
partnership for tax purposes) organized in
the United States or under the laws of the
United States or of any state
thereof, including, for this purpose, the
District of Columbia (unless provided
otherwise by future Treasury regulations);
(iv) an estate whose income is
includible in gross income for United
States income tax purposes regardless of
its source; or (v) a trust, if a court
within the United States is able to
exercise primary supervision over the
administration of the trust and one or
more U.S. Persons have authority to control
all substantial decisions of the
trust. Notwithstanding the last clause of
the preceding sentence, to the extent
provided in Treasury regulations, certain
trusts in existence on August 20,
1996, and treated as U.S. Persons prior to
such date, may elect to continue to
be U.S. Persons.
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 P
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), (b) 1% of all Voting Rights
shall be allocated to the Class X
Certificates, if any, and (c) 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: With respect to the Mortgage Loans as of any
Distribution Date, the product of (i) the
weighted average of the Adjusted Net
Mortgage Interest Rates then in effect on
the beginning of the related Due
Period on the Mortgage Loans, and (ii) a
fraction, the numerator of which is 30
and the denominator of which is the actual
number of days in the Interest
Accrual Period related to such Distribution
Date. For federal income tax
purposes, the equivalent of the foregoing
shall be expressed as the weighted
average of the REMIC I Remittance Rates on
REMIC I Regular Interest LT1SUB and
REMIC I Regular Interest LT2SUB, weighted
on the basis of the Uncertificated
Balance of such REMIC I Regular
Interest.
WMC: WMC Mortgage Corp., a California corporation, and its
successors in interest.
WMC Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of November
23, 2005, among the Purchaser, the
Depositor and WMC.
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.
(b) In
connection with the transfer and assignment of each Mortgage
Loan,
the Depositor has delivered or caused to be delivered to the
Custodian
for the benefit of the Certificateholders the following documents
or
instruments with respect to each Mortgage Loan so assigned:
(i) the
original Mortgage Note (with all applicable riders) bearing all
intervening endorsements, endorsed "Pay to the order of
_________,
without recourse" and signed in the name of the last endorsee. To
the
extent that there is no room on the face of the Mortgage Notes
for
endorsements, the endorsement may be contained on an allonge unless
the
Custodian is advised by the Depositor or the Purchaser that state
law
does not so allow. If the Mortgage Loan was acquired by the
Purchaser
in a merger, the endorsement must be by "[last endorsee], successor
by
merger to [name of predecessor]". If the Mortgage Loan was acquired
or
originated by the last endorsee while doing business under
another
name, the endorsement must be by "[last endorsee], formerly known
as
[previous name]";
(ii) the original of
any guarantee executed in connection with the Mortgage
Note;
(iii) the original Mortgage
(with all applicable riders) with evidence of
recording thereon or a certified true copy of such Mortgage
submitted
for recording. If in connection with any Mortgage Loan, the
Depositor
cannot deliver or cause to be delivered the original Mortgage
with
evidence of recording thereon on or prior to the Closing Date
because
of a delay caused by the public recording office where such
Mortgage
has been delivered for recordation or because such Mortgage has
been
lost or because such public recording office retains the
original
recorded Mortgage, the Depositor shall deliver or cause to be
delivered
to the Custodian, a photocopy of such Mortgage, together with (A)
in
the case of a delay caused by the public recording office, an
Officer's
Certificate of WMC (or certified by the title company, escrow
agent, or
closing attorney) stating that such Mortgage has been dispatched to
the
appropriate public recording office for recordation and that
the
original recorded Mortgage or a copy of such Mortgage certified by
such
public recording office to be a true and complete copy of the
original
recorded Mortgage will be promptly delivered to the Custodian
upon
receipt thereof by WMC; or (B) in the case of a Mortgage where a
public
recording office retains the original recorded Mortgage or in the
case
where a Mortgage is lost after recordation in a public
recording
office, a copy of such Mortgage certified by such public
recording
office to be a true and complete copy of the original recorded
Mortgage;
(iv) the originals of
all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon or
a
certified true copy of such agreement submitted for recording;
(v) the
original Assignment of Mortgage for each Mortgage Loan endorsed
in
blank and in recordable form;
(vi) the originals of
all intervening assignments of mortgage (if any)
evidencing a complete chain of assignment from the originator to
the
last
endorsee with evidence of recording thereon, or if any such
intervening assignment has not been returned from the
applicable
recording office or has been lost or if such public recording
office
retains the original recorded assignments of mortgage, the
Depositor
shall deliver or cause to be delivered to the Custodian, a
photocopy of
such intervening assignment, together with (A) in the case of a
delay
caused by the public recording office, an Officer's Certificate of
the
Purchaser or WMC (or certified by the title company, escrow agent,
or
closing attorney) stating that such intervening assignment of
mortgage
has been dispatched to the appropriate public recording office
for
recordation and that such original recorded intervening assignment
of
mortgage or a copy of such intervening assignment of mortgage
certified
by the appropriate public recording office to be a true and
complete
copy of the original recorded intervening assignment of mortgage
will
be promptly delivered to the Custodian upon receipt thereof by
the
Purchaser or WMC, as applicable; or (B) in the case of an
intervening
assignment where a public recording office retains the original
recorded intervening assignment or in the case where an
intervening
assignment is lost after recordation in a public recording office,
a
copy of such intervening assignment certified by such public
recording
office to be a true and complete copy of the original recorded
intervening assignment;
(vii) the original or
duplicate original or certified copy of lender's title
policy and all riders thereto or, any one of an original title
binder,
an original preliminary title report or an original title
commitment,
or a copy thereof certified by the title company; and
(viii) a security agreement,
chattel mortgage or equivalent document executed
in
connection with the Mortgage (if provided).
The Depositor shall use reasonable efforts to assist the
Custodian, the Trustee and the Servicer in
enforcing the obligations of WMC and
the Purchaser under the Underlying
Agreements.
Each Mortgage Loan for which a Mortgage Note is missing shall
be evidenced by a lost note affidavit as of
the Closing Date. In the event, for
purposes of the Closing Date, one or more
lost note affidavits are provided to
cover multiple missing Mortgage Notes, the
Depositor shall use reasonable
efforts to cause WMC or the Purchaser to
deliver to the Custodian the applicable
individual lost note affidavits within ten
(10) Business Days of the Closing
Date. If WMC and the Purchaser fail to
deliver the required individual lost note
affidavits within the specified period of
time, the Trustee shall notify the
Depositor to cause WMC or the Purchaser, as
applicable, to take such remedial
actions, including, without limitation, the
repurchase by such Person of such
Mortgage Loan within 60 days of the Closing
Date.
The Depositor shall use reasonable efforts to cause WMC or the
Purchaser, as the case may be, to deliver
to the Custodian, the applicable
recorded document promptly upon receipt
from the respective recording office but
in no event later than 120 days from the
Closing Date.
If any Mortgage has been recorded in the name of Mortgage
Electronic Registration System, Inc.
("MERS") or its designee, no Assignment of
Mortgage in favor of the Trustee will be
required to be prepared or delivered
and instead, the Servicer shall take all
reasonable actions as are necessary at
the expense of the Depositor to cause the
Trust to be shown as the owner of the
related Mortgage Loan on the records of
MERS for the purpose of the system of
recording transfers of beneficial ownership
of mortgages maintained by MERS.
The Depositor shall use reasonable efforts to cause WMC or the
Purchaser to forward, with respect to the
Mortgage Loans, to the Custodian
additional original documents, and
additional documents evidencing an
assumption, modification, consolidation or
extension of a Mortgage Loan approved
by WMC, in accordance with the terms of the
Underlying Agreements. All such
mortgage documents held by the Custodian as
to each Mortgage Loan shall
constitute the "Custodial File."
On or prior to the Closing Date, the Depositor shall use
reasonable efforts to cause the Purchaser
to deliver to the Custodian
Assignments of Mortgages, in blank, for
each Mortgage Loan (except with respect
to each MERS Designated Mortgage Loan). The
Depositor shall use reasonable
efforts to cause the Purchaser to cause the
Assignments of Mortgage with
completed recording information to be
provided to the Servicer in a reasonably
acceptable manner. No later than thirty
(30) Business Days following the later
of the Closing Date and the date of receipt
by the Servicer of the fully
completed Assignments of Mortgages in
recordable form, the Servicer shall
promptly submit or cause to be submitted
for recording, at the expense of the
Purchaser or the Depositor, at no expense
to the Trust Fund, the Servicer or the
Custodian in the appropriate public office
for real property records, each
Assignment of Mortgage referred to in
Section 2.01(b)(v). Notwithstanding the
foregoing, however, for administrative
convenience and facilitation of servicing
and to reduce closing costs, the
Assignments of Mortgage shall not be required
to be completed and submitted for recording
with respect to any Mortgage Loan
(i) if the Trustee and each Rating Agency
has received an opinion of counsel
(which opinion shall not be an expense of
the Trustee, the Servicer or the Trust
Fund), satisfactory in form and substance
to the Trustee and each Rating Agency,
to the effect that the recordation of such
Assignments of Mortgage in any
specific jurisdiction is not necessary to
protect the Trustee's interest in the
related Mortgage Note or (ii) if such
Mortgage Loan is a MERS Designated
Mortgage Loan. If the Assignment of
Mortgage is to be recorded, the Depositor
shall use reasonable efforts to cause the
Purchaser to assign the Mortgage at
the Purchaser's expense to "Deutsche Bank
National Trust Company as trustee
under the Pooling and Servicing Agreement
dated as of November 1, 2005, GSAMP
Trust 2005-WMC2." In the event that any
such assignment is lost or returned
unrecorded because of a defect therein with
respect to any Mortgage Loan, and
such defect is not cured, the Trustee shall
cause the Depositor to cause the
Purchaser to repurchase, and the Depositor
shall use reasonable efforts to cause
the Purchaser to repurchase, such Mortgage
Loan pursuant to the WMC Assignment
Agreement.
On or prior to the Closing Date, the Depositor shall deliver
to the Custodian a copy of the Data Tape
Information in electronic, machine
readable medium in a form mutually
acceptable to the Depositor, the Custodian
and the Trustee. Within ten (10) Business
Days of the Closing Date, the
Depositor shall deliver a copy of the
complete Mortgage Loan Schedule to the
Custodian, the Trustee and the Servicer,
and the Custodian shall, promptly upon
receipt of the Mortgage Loan Schedule (or
any other mortgage loan schedules
received by the Custodian from the
Depositor), inform the Depositor of receipt
thereof.
In the event that such original or copy of any document
submitted for recordation to the
appropriate public recording office is not so
delivered to the Custodian within 90 days
following the Closing Date, and in the
event that the Purchaser or WMC, as
applicable, does not cure such failure
within 60 days of discovery or receipt of
written notification of such failure
from the Depositor, the related Mortgage
Loan shall, upon the request of the
Depositor, be repurchased by the Purchaser
or WMC, as applicable, pursuant to
the Underlying Agreements, at the price and
in the manner specified in the
Purchase Agreement (with respect to WMC) or
this Agreement (with respect to the
Purchaser). The foregoing repurchase
obligation shall not apply in the event
that the Purchaser or WMC, as applicable,
cannot deliver such original or copy
of any document submitted for recordation
to the appropriate public recording
office within the specified period due to a
delay caused by the recording office
in the applicable jurisdiction; provided,
that the Depositor shall cause the
Purchaser or WMC, as applicable, to instead
deliver a recording receipt of such
recording office or, if such recording
receipt is not available, an officer's
certificate of an officer of the Purchaser
or WMC, as applicable, confirming
that such document has been accepted for
recording.
Notwithstanding anything to the contrary contained in this
Section 2.01, in those instances where the
public recording office retains or
loses the original Mortgage or assignment
after it has been recorded, the
obligations of the Depositor shall be
deemed to have been satisfied upon
delivery to the Custodian prior to the
Closing Date of a copy of such Mortgage
or assignment, as the case may be,
certified (such certification to be an
original thereof) by the public recording
office to be a true and complete copy
of the recorded original thereof.
(c) 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 2005-WMC2" and Deutsche
Bank National Trust Company is hereby
appointed as Trustee in accordance with
the provisions of this Agreement. The
parties hereto acknowledge and agree that
it is the policy and intention of the Trust
to acquire only Mortgage Loans
meeting the requirements set forth in this
Agreement.
(d) 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 and
the Underlying Agreements) pursuant
to Section 2.01(a).
Section 2.02. Acceptance by the Trustee of
the Mortgage Loans. The Trustee, on
behalf of the Trust, hereby accepts the
Trust Fund and assumes the obligations
of the Depositor under the Underlying
Agreements from and after the Closing Date
and solely insofar as they relate to the
Mortgage Loans. For avoidance of doubt,
the parties acknowledge that all
obligations so assumed are obligations of the
Trust and, to the extent such obligations
are payment or monetary obligations,
are payable solely from the Trust Fund, and
not of the Trustee in its individual
capacity. The Custodian acknowledges
receipt of the documents identified in the
Initial Certification in the form annexed
hereto as Exhibit E, and the Trustee
declares that the Custodian, on the
Trustee's behalf, holds and will hold such
documents and the other documents delivered
to the Custodian pursuant to Section
2.01, and that the Trustee holds or will
hold such other assets as are included
in the Trust Fund, in trust for the
exclusive use and benefit of all present and
future Certificateholders. The Custodian
acknowledges that it will maintain
possession of the related Mortgage Notes in
the States of Utah and California,
unless otherwise permitted by the Rating
Agencies.
Prior to and as a condition to the Closing, the Custodian
shall deliver via facsimile (with original
to follow the next Business Day) to
the Depositor, Litton and the Trustee an
Initial Certification prior to the
Closing Date, or as the Depositor agrees
to, on the Closing Date, certifying
receipt of a Mortgage Note and Assignment
of Mortgage for each Mortgage Loan
with any exceptions thereon. The Custodian
shall not be responsible to verify
the validity, sufficiency or genuineness of
any document in any Custodial File.
On the Closing Date, the Custodian shall ascertain that all
documents required to be reviewed by it are
in its possession, and shall deliver
to the Depositor, Litton and the Trustee an
Initial Certification, in the form
annexed hereto as Exhibit E, and shall
deliver to the Depositor, Litton and the
Trustee a Document Certification and
Exception Report, in the form annexed
hereto as Exhibit F, within 90 days after
the Closing Date to the effect 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 such
certification as an exception and not
covered by such certification): (i) all
documents required to be reviewed by it are
in its possession; (ii) such
documents have been reviewed by it and
appear regular on their face and relate
to such Mortgage Loan; (iii) based on its
examination and only as to the
foregoing documents, the information set
forth in items (1), (2) and (13) of the
Mortgage Loan Schedule and items (1), (2)
and (13) of the Data Tape Information
respecting such Mortgage Loan is correct;
and (iv) each Mortgage Note has been
endorsed as provided in Section 2.01 of
this Agreement. The Custodian shall not
be responsible to verify the validity,
sufficiency or genuineness of any
document in any Custodial File.
The Custodian shall retain possession and custody of each
Custodial File in accordance with and
subject to the terms and conditions set
forth herein. The Servicer shall promptly
deliver to the Custodian, upon the
execution or receipt thereof, the originals
of such other documents or
instruments constituting the Custodial File
as come into the possession of the
Servicer from time to time.
The Depositor shall use reasonable efforts to cause WMC and
the Purchaser to deliver to the Servicer
copies of all trailing documents
required to be included in the Custodial
File at the same time the original or
certified copies thereof are delivered to
the Custodian, including but not
limited to such documents as the title
insurance policy and any other Mortgage
Loan Documents upon return from the public
recording office. The Depositor shall
use reasonable efforts to cause the
Purchaser or WMC, as applicable, to deliver,
at such Person's expense, to the Servicer
and in no event shall the Servicer be
responsible for any expenses relating to
such delivery obligation.
Section 2.03. Representations, Warranties
and Covenants of the Servicer. (a)
Litton hereby makes the representations and
warranties set forth in Schedule II
hereto to the Depositor and the Trustee as
of the Closing Date.
(b) It is understood and agreed by the
Servicer that the representations and
warranties set forth in this Section 2.03
shall survive the transfer of the
Mortgage Loans by the Depositor to the
Trustee, and shall inure to the benefit
of the Depositor and the Trustee
notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or
failure to examine any Mortgage File. Upon
discovery by any of the Depositor,
the Trustee, the Custodian or the Servicer
of a breach of any of the foregoing
representations and warranties, the party
discovering such breach shall give
prompt written notice to the others.
(c) In connection with any repurchase or
substitution of a Mortgage Loan
pursuant to the Underlying Agreements, the
Servicer shall, based on information
provided by the Purchaser or WMC, as
applicable, amend the Mortgage Loan
Schedule for the benefit of the
Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the
substitution of the Substitute Mortgage Loan
or Loans and the Servicer shall deliver the
amended Mortgage Loan Schedule to
the Custodian. The Servicer shall have no
liability with respect to the
information provided by the Purchaser or
WMC, as applicable, related to the
Substitute Mortgage Loan. Upon such
substitution, the Substitute Mortgage Loan
or Loans shall be subject to the terms of
this Agreement in all respects, and
the Purchaser or WMC, as applicable,
pursuant to the WMC Assignment Agreement
shall be deemed to have made with respect
to such Substitute Mortgage Loan or
Loans, as of the date of substitution, the
representations and warranties made
pursuant to the WMC Assignment Agreement
with respect to such Mortgage Loan.
Upon any such substitution and the deposit
to the Collection Account of the
amount required to be deposited therein in
connection with such substitution as
described in the following paragraph, the
Custodian shall release the Mortgage
File held for the benefit of the
Certificateholders relating to such Deleted
Mortgage Loan to the Purchaser or WMC, as
applicable, and the Trustee shall
execute and deliver at such Person's
direction such instruments of transfer or
assignment prepared by such Person, in each
case without recourse, as shall be
necessary to vest title in such Person, or
its designee, the Trustee's interest
in any Deleted Mortgage Loan repurchased or
substituted for as described above
in this Section 2.03.
(d) For any month in which the Purchaser or
WMC substitutes one or more
Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Servicer
will determine the amount (if any) by which
the aggregate unpaid principal
balance of all such Substitute Mortgage
Loans as of the date of substitution is
less than the aggregate Stated Principal
Balance of all such Deleted Mortgage
Loans (after application of the scheduled
principal portion of the Scheduled
Payments due in the Due Period of
substitution). The Depositor shall use
reasonable efforts to cause the Purchaser
to remit, with respect to any Mortgage
Loans for which the Purchaser is making a
substitution, or shall use reasonable
efforts to cause WMC to remit, with respect
to any Mortgage Loans for which WMC
is making a substitution, to the Servicer
for deposit into the related
Collection Account on or before the next
Remittance Date any Substitution
Adjustment Amount.
(e) In the event that a Mortgage Loan shall
have been repurchased pursuant to
the Underlying Agreements, the Repurchase
Price thereof shall be deposited in
the Collection Account by the Servicer
pursuant to Section 3.10 on or before the
next Remittance Date and upon such deposit
of the Repurchase Price and receipt
of a Request for Release in the form of
Exhibit K hereto, the Custodian shall
release the related Custodial File held for
the benefit of the
Certificateholders to such Person as
directed by the Servicer, and the Trustee
shall execute and deliver at such Person's
direction such instruments of
transfer or assignment prepared by such
Person, in each case without recourse,
as shall be necessary to transfer title
from the Trustee. It is understood and
agreed that the obligation under this
Agreement of any Person to cure,
repurchase or replace any Mortgage Loan as
to which a breach has occurred and is
continuing, together with satisfaction of
any related indemnification
obligations, shall constitute the sole
remedy against such Persons respecting
such breach available to
Certificateholders, the Depositor, the Servicer, the
Custodian or the Trustee on their
behalf.
The representations and warranties made pursuant to this
Section 2.03 shall survive delivery of the
respective Custodial Files to the
Custodian for the benefit of the
Certificateholders.
Section 2.04. Non-Qualified Mortgages. Upon
discovery by the Depositor, the
Servicer, the Custodian or the Trustee that
any Mortgage Loan does not
constitute a "qualified mortgage" within
the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact
shall promptly (and in any event
within five (5) Business Days of discovery)
give written notice thereof to the
other parties. In connection therewith, the
Trustee shall require the Depositor
to cause WMC to repurchase, and the
Depositor shall use reasonable efforts to
cause WMC to repurchase, the affected
Mortgage Loan within 30 days of the
earlier of discovery or receipt of notice
in the same manner as it would a
Mortgage Loan for a breach of
representation or warranty made pursuant to
Section 2.03. The Trustee shall reconvey to
WMC the Mortgage Loan to be released
pursuant hereto in the same manner, and on
the same terms and conditions, as it
would a Mortgage Loan repurchased for
breach of a representation or warranty
contained in Section 2.03.
Section 2.05. Execution and Delivery of
Certificates. The Trustee acknowledges
the transfer and assignment to it of the
Trust Fund and, concurrently with such
transfer and assignment, has executed and
delivered to or upon the order of the
Depositor, the Certificates in authorized
Denominations evidencing directly or
indirectly the entire ownership of the
Trust Fund. The Trustee agrees to hold
the Trust Fund and exercise the rights
referred to above for the benefit of all
present and future Holders of the
Certificates.
Section 2.06. REMIC Matters. The
Preliminary Statement sets forth the
designations for federal income tax
purposes of all interests created hereby.
The "Start-up Day" for purposes of the
REMIC Provisions shall be the Closing
Date. The "latest possible maturity date"
is the Distribution Date in November
2035, which is the Distribution Date
following the latest Mortgage Loan maturity
date.
Amounts payable to the Class M-6 Certificates (other than any
Basis Risk Carry Forward Amounts) shall be
deemed paid from REMIC II in respect
of the Class M-6 Interest to REMIC III as
holder of the Class M-6 Interest.
Amounts payable to the Class B-1
Certificates (other than any Basis Risk Carry
Forward Amounts) shall be deemed paid from
REMIC II in respect of the Class B-1
Interest to REMIC IV as holder of the Class
B-1 Interest. Amounts payable to the
Class B-2 Certificates (other than any
Basis Risk Carry Forward Amounts) shall
be deemed paid from REMIC II in respect of
the Class B-2 Interest to REMIC V as
holder of the Class B-2 Interest. Amounts
payable to the Class X Certificates
shall be deemed paid from REMIC II in
respect of the Class X Interest to REMIC
VI as holder of the Class X Interest.
Section 2.07. Representations and
Warranties of the Depositor. The Depositor
hereby represents, warrants and covenants
to the Trustee and Litton that as of
the date of this Agreement or as of such
date specifically provided herein:
(a) The Depositor is a corporation duly
organized, validly existing and in good
standing under the laws of the State of
Delaware;
(b) The Depositor has the corporate power
and authority to convey the Mortgage
Loans and to execute, deliver and perform,
and to enter into and consummate the
transactions contemplated by, this
Agreement;
(c) This Agreement has been duly and
validly authorized, executed and delivered
by the Depositor, all requisite corporate
action having been taken, and,
assuming the due authorization, execution
and delivery hereof by the other
parties hereto, constitutes or will
constitute the legal, valid and binding
agreement of the Depositor, enforceable
against the Depositor in accordance with
its terms, except as such enforcement may
be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar
laws relating to or affecting the
rights of creditors generally, and by
general equity principles (regardless of
whether such enforcement is considered in a
proceeding in equity or at law);
(d) No consent, approval, authorization or
order of or registration or filing
with, or notice to, any governmental
authority or court is required for the
execution, delivery and performance of or
compliance by the Depositor with this
Agreement or the consummation by the
Depositor of any of the transactions
contemplated hereby, except as have been
made on or prior to the Closing Date;
(e) None of the execution and delivery of
this Agreement, the consummation of
the transactions contemplated hereby or
thereby, or the fulfillment of or
compliance with the terms and conditions of
this Agreement, (i) conflicts or
will conflict with or results or will
result in a breach of, or constitutes or
will constitute a default or results or
will result in an acceleration under (A)
the charter or bylaws of the Depositor, or
(B) of any term, condition or
provision of any material indenture, deed
of trust, contract or other agreement
or instrument to which the Depositor or any
of its subsidiaries is a party or by
which it or any of its subsidiaries is
bound; (ii) results or will result in a
violation of any law, rule, regulation,
order, judgment or decree applicable to
the Depositor of any court or governmental
authority having jurisdiction over
the Depositor or its subsidiaries; or (iii)
results in the creation or
imposition of any lien, charge or
encumbrance which would have a material
adverse effect upon the Mortgage Loans or
any documents or instruments
evidencing or securing the Mortgage
Loans;
(f) There are no actions, suits or
proceedings before or against or
investigations of, the Depositor pending,
or to the knowledge of the Depositor,
threatened, before any court,
administrative agency or other tribunal, and no
notice of any such action, which, in the
Depositor's reasonable judgment, might
materially and adversely affect the
performance by the Depositor of its
obligations under this Agreement, or the
validity or enforceability of this
Agreement;
(g) The Depositor is not in default with
respect to any order or decree of any
court or any order, regulation or demand of
any federal, state, municipal or
governmental agency that may materially and
adversely affect its performance
hereunder; and
(h) Immediately prior to the transfer and
assignment by the Depositor to the
Trustee on the Closing Date, the Depositor
had good title to, and was the sole
owner of each Mortgage Loan, free of any
interest of any other Person, and the
Depositor has transferred all right, title
and interest in each Mortgage Loan to
the Trustee. The transfer of each Mortgage
Note and each Mortgage as and in the
manner contemplated by this Agreement is
sufficient either (i) fully to transfer
to the Trustee, for the benefit of the
Certificateholders, all right, title, and
interest of the Depositor thereto as note
holder and mortgagee or (ii) to grant
to the Trustee, for the benefit of the
Certificateholders, the security interest
referred to in Section 10.04.
It is understood and agreed that the representations,
warranties and covenants set forth in this
Section 2.07 shall survive delivery
of the respective Custodial Files to the
Custodian or to a custodian, as the
case may be, and shall inure to the benefit
of the Trustee.
Section 2.08. Enforcement of Obligations
for Breach of Mortgage Loan
Representations. Upon discovery by any of
the parties hereto of a breach of a
representation or warranty made by the
Purchaser or WMC pursuant to the
Underlying Agreements, the party
discovering such breach shall give prompt
written notice thereof to the other parties
to this Agreement, WMC and/or the
Purchaser, as applicable. The Trustee shall
take such action with respect to
such breach under the Underlying Agreements
as may be necessary or appropriate
to enforce the rights of the Trust with
respect thereto.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Servicer to Service Mortgage
Loans. (a) For and on behalf of the
Certificateholders, the Servicer shall
service and administer the Mortgage Loans
in accordance with the terms of this
Agreement and the respective Mortgage Loans
and, to the extent consistent with such
terms, in compliance with all applicable
federal, state and local laws, and in the
same manner in which it services and
administers similar mortgage loans for its
own portfolio, giving due
consideration to customary and usual
standards of practice of mortgage lenders
and loan servicers administering similar
mortgage loans but without regard to:
(i) any
relationship that the Servicer, any Subservicer or any Affiliate
of
the Servicer or any Subservicer may have with the related
Mortgagor;
(ii) the ownership or
non-ownership of any Certificate by the Servicer or
any Affiliate of the Servicer;
(iii) the Servicer's
obligation to make P&I Advances or Servicing Advances;
or
(iv) the Servicer's
or any Subservicer's right to receive compensation for
its services hereunder or with respect to any particular
transaction.
To the extent consistent with the foregoing, the Servicer
shall seek to maximize the timely and
complete recovery of principal and
interest on the Mortgage Notes. Subject
only to the above-described servicing
standards and the terms of this Agreement
and of the respective Mortgage Loans,
the Servicer shall have full power and
authority, acting alone or through
Subservicers as provided in Section 3.02,
to do or cause to be done any and all
things in connection with such servicing
and administration which it may deem
necessary or desirable. Without limiting
the generality of the foregoing, the
Servicer in its own name, in the name of a
Subservicer or in the name of the
Trustee solely in its capacity as Trustee
for the Trust, is hereby authorized
and empowered when the Servicer believes it
appropriate in its best judgment in
accordance with the servicing standards set
forth above, to execute and deliver
any and all instruments of satisfaction or
cancellation, or of partial or full
release or discharge, and all other
comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Properties
and to institute foreclosure
proceedings or obtain a deed-in-lieu of
foreclosure so as to convert the
ownership of such properties, and to hold
or cause to be held title to such
properties, on behalf of the Trustee and in
the name of the Trust. The Servicer
shall service and administer the Mortgage
Loans in accordance with applicable
state and federal law and shall provide to
the Mortgagors any reports required
to be provided to them thereby. The
Servicer shall also comply in the
performance of this Agreement with all
reasonable rules and requirements of each
insurer under any standard hazard insurance
policy. Subject to Section 3.16, the
Custodian and the Trustee shall execute, at
the written request of the Servicer,
and furnish to the Servicer and any
Subservicer such documents as are necessary
or appropriate to enable the Servicer or
any Subservicer to carry out their
servicing and administrative duties
hereunder, and the Custodian and the Trustee
hereby grant to the Servicer, and this
Agreement shall constitute, a power of
attorney to carry out such duties including
a power of attorney to take title to
Mortgaged Properties after foreclosure on
behalf of the Trustee and in the name
of the Trust. The Trustee shall execute a
separate power of attorney in the form
attached hereto as Exhibit P in favor of
the Servicer for the purposes described
herein to the extent necessary or desirable
to enable the Servicer to perform
its duties hereunder. The Trustee shall not
be liable for the actions of the
Servicer or any Subservicers or the use of
such powers of attorney.
(b) Subject to Section 3.09(b), in
accordance with Accepted Servicing Practices,
the Servicer shall advance or cause to be
advanced funds as necessary for the
purpose of effecting the timely payment of
taxes and assessments on the
Mortgaged Properties, which advances shall
be Servicing Advances reimbursable in
the first instance from related collections
from the Mortgagors pursuant to
Section 3.09(b), and further as provided in
Section 3.11. Any cost incurred by
the Servicer or by Subservicers in
effecting the timely payment of taxes and
assessments on a Mortgaged Property shall
not be added to the unpaid principal
balance of the related Mortgage Loan,
notwithstanding that the terms of such
Mortgage Loan so permit.
(c) Notwithstanding anything in this
Agreement to the contrary, the Servicer may
not make any future advances with respect
to a Mortgage Loan (except as provided
in Section 4.01) and the Servicer shall not
(i) permit any modification with
respect to any Mortgage Loan that would
change the Mortgage Interest Rate,
reduce or increase the principal balance
(except for reductions resulting from
actual payments of principal) or change the
final maturity date on such Mortgage
Loan (except for (A) a reduction of
interest or principal payments resulting
from the application of the Relief Act or
any similar state statutes or (B) as
provided in Section 3.07(a), if the
Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the
judgment of the Servicer, reasonably
foreseeable) or (ii) permit any
modification, waiver or amendment of any term of
any Mortgage Loan that would both (A)
effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the
Code (or final, temporary or proposed
Treasury regulations promulgated
thereunder) and (B) cause any Trust REMIC to
fail to qualify as a REMIC under the Code
or the imposition of any tax on
"prohibited transactions" or "contributions
after the start-up day" under the
REMIC Provisions, or (iii) except as
provided in Section 3.07(a), waive any
Prepayment Premiums.
(d) The Servicer may delegate its
responsibilities under this Agreement;
provided, however, that no such delegation
shall release the Servicer from the
responsibilities or liabilities arising
under this Agreement.
Section 3.02. Subservicing
Agreements between the Servicer and Subservicers.
(a) The Servicer may enter into
subservicing agreements with subservicers (each,
a "Subservicer"), for the servicing and
administration of the Mortgage Loans
("Subservicing Agreements").
(b) Each Subservicer shall be (i)
authorized to transact business in the state
or states in which the related Mortgaged
Properties it is to service are
situated, if and to the extent required by
applicable law to enable the
Subservicer to perform its obligations
hereunder and under the Subservicing
Agreement, (ii) an institution approved as
a mortgage loan originator by the
Federal Housing Administration or an
institution that has deposit accounts
insured by the FDIC and (iii) a Freddie Mac
or Fannie Mae approved mortgage
servicer. Each Subservicing Agreement must
impose on the Subservicer
requirements conforming to the provisions
set forth in Section 3.08 and provide
for servicing of the Mortgage Loans
consistent with the terms of this Agreement.
The Servicer will examine each Subservicing
Agreement and will be familiar with
the terms thereof. The terms of any
Subservicing Agreement will not be
inconsistent with any of the provisions of
this Agreement. The Servicer and the
respective Subservicers may enter into and
make amendments to the Subservicing
Agreements or enter into different forms of
Subservicing Agreements; provided,
however, that any such amendments or
different forms shall be consistent with
and not violate the provisions of this
Agreement, and that no such amendment or
different form shall be made or entered
into which could be reasonably expected
to be materially adverse to the interests
of the Trustee, without the consent of
the Trustee. Any variation without the
consent of the Trustee from the
provisions set forth in Section 3.08
relating to insurance or priority
requirements of Subservicing Accounts, or
credits and charges to the
Subservicing Accounts or the timing and
amount of remittances by the
Subservicers to the Servicer, are
conclusively deemed to be inconsistent with
this Agreement and therefore prohibited.
The Servicer shall deliver to the
Trustee and the Depositor copies of all
Subservicing Agreements, and any
amendments or modifications thereof,
promptly upon the Servicer's execution and
delivery of such instruments.
(c) As part of its servicing activities
hereunder, the Servicer (except as
otherwise provided in the last sentence of
this paragraph), for the benefit of
the Trustee, shall enforce the obligations
of each Subservicer under the related
Subservicing Agreement, including, without
limitation, any obligation to make
advances in respect of delinquent payments
as required by a Subservicing
Agreement. Such enforcement, including,
without limitation, the legal
prosecution of claims, termination of
Subservicing Agreements, and the pursuit
of other appropriate remedies, shall be in
such form and carried out to such an
extent and at such time as the Servicer, in
its good faith business judgment,
would require were it the owner of the
related Mortgage Loans. The Servicer
shall pay the costs of such enforcement at
its own expense, and shall be
reimbursed therefor only (i) from a general
recovery resulting from such
enforcement, to the extent, if any, that
such recovery exceeds all amounts due
in respect of the related Mortgage Loans or
(ii) from a specific recovery of
costs, expenses or attorneys' fees against
the party against whom such
enforcement is directed.
Section 3.03. Successor Subservicers. The
Servicer shall be entitled to
terminate any Subservicing Agreement and
the rights and obligations of any
Subservicer pursuant to any Subservicing
Agreement in accordance with the terms
and conditions of such Subservicing
Agreement. In the event of termination of
any Subservicer, all servicing obligations
of such Subservicer shall be assumed
simultaneously by the Servicer without any
act or deed on the part of such
Subservicer or the Servicer, and the
Servicer either shall service directly the
related Mortgage Loans or shall enter into
a Subservicing Agreement with a
successor Subservicer which qualifies under
Section 3.02.
Any Subservicing Agreement shall include the provision that
such agreement may be immediately
terminated by the Depositor or the Trustee
without fee, in accordance with the terms
of this Agreement, in the event that
the Servicer shall, for any reason, no
longer be the Servicer (including
termination due to an Event of
Default).
Section 3.04. Liability of the Servicer.
Notwithstanding any Subservicing
Agreement, any of the provisions of this
Agreement relating to agreements or
arrangements between the Servicer and a
Subservicer or reference to actions
taken through a Subservicer or otherwise,
the Servicer shall remain obligated
and primarily liable to the Trustee for the
servicing and administering of the
Mortgage Loans in accordance with the
provisions of Section 3.01 without
diminution of such obligation or liability
by virtue of such Subservicing
Agreements or arrangements or by virtue of
indemnification from the Subservicer
and to the same extent and under the same
terms and conditions as if the
Servicer alone were servicing and
administering such Mortgage Loans. The
Servicer shall be entitled to enter into
any agreement with a Subservicer for
indemnification of the Servicer by such
Subservicer and nothing contained in
this Agreement shall be deemed to limit or
modify such indemnification.
Section 3.05. No Contractual Relationship
between Subservicers and the Trustee.
Any Subservicing Agreement that may be
entered into and any transactions or
services relating to the Mortgage Loans
involving a Subservicer in its capacity
as such shall be deemed to be between the
Subservicer and the Servicer alone,
and the Trustee (or any successor Servicer)
shall not be deemed a party thereto
and shall have no claims, rights,
obligations, duties or liabilities with
respect to the Subservicer except as set
forth in Section 3.06. The Servicer
shall be solely liable for all fees owed by
it to any Subservicer, irrespective
of whether the Servicer's compensation
pursuant to this Agreement is sufficient
to pay such fees.
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee.
In the event the Servicer at any time shall
for any reason no longer be the
Servicer (including by reason of the
occurrence of an Event of Default), the
Trustee, or its designee, or the successor
Servicer if the successor Servicer is
not the Trustee, shall thereupon assume all
of the rights and obligations of the
Servicer under each Subservicing Agreement
that the Servicer may have entered
into, with copies thereof provided to the
Trustee prior to the Trustee assuming
such rights and obligations, unless the
Trustee elects to terminate any
Subservicing Agreement in accordance with
its terms as provided in Section 3.03.
Upon such assumption, the Trustee, its designee or the
successor servicer shall be deemed, subject
to Section 3.03, to have assumed all
of the Servicer's interest therein and to
have replaced the Servicer as a party
to each Subservicing Agreement to the same
extent as if each Subservicing
Agreement had been assigned to the assuming
party, except that (i) the Servicer
shall not thereby be relieved of any
liability or obligations under any
Subservicing Agreement that arose before it
ceased to be the Servicer and (ii)
none of the Depositor, the Trustee, their
designees or any successor Servicer
shall be deemed to have assumed any
liability or obligation of the Servicer that
arose before it ceased to be the
Servicer.
The Servicer at its expense shall, upon request of the
Trustee, deliver to the assuming party all
documents and records relating to
each Subservicing Agreement and the
Mortgage Loans then being serviced and an
accounting of amounts collected and held by
or on behalf of it, and otherwise
use its best efforts to effect the orderly
and efficient transfer of the
Subservicing Agreements to the assuming
party.
Section 3.07. Collection of Certain
Mortgage Loan Payments. (a) The Servicer
shall make reasonable efforts to collect
all payments called for under the terms
and provisions of the Mortgage Loans and
shall, to the extent such procedures
shall be consistent with this Agreement and
the terms and provisions of any
applicable Insurance Policies, follow such
collection procedures as it would
follow with respect to mortgage loans
comparable to the Mortgage Loans and held
for its own account. Consistent with the
foregoing and Accepted Servicing
Practices, the Servicer may (i) waive any
late payment charge or, if applicable,
any penalty interest, or (ii) extend the
due dates for the Scheduled Payments
due on a Mortgage Note for a period of not
greater than 180 days; provided, that
any extension pursuant to clause (ii) above
shall not affect the amortization
schedule of any Mortgage Loan for purposes
of any computation hereunder, except
as provided below. In the event of any such
arrangement pursuant to clause (ii)
above, the Servicer shall make timely
advances on such Mortgage Loan during such
extension pursuant to Section 4.01 and in
accordance with the amortization
schedule of such Mortgage Loan without
modification thereof by reason of such
arrangements, subject to Section 4.01(d)
pursuant to which the Servicer shall
not be required to make any such advances
that are Nonrecoverable P&I Advances.
Notwithstanding the foregoing, in the event
that any Mortgage Loan is in default
or, in the judgment of the Servicer, such
default is reasonably foreseeable, the
Servicer, consistent with the standards set
forth in Section 3.01, may also
waive, modify or vary any term of such
Mortgage Loan (including modifications
that would change the Mortgage Interest
Rate, forgive the payment of principal
or interest, extend the final maturity date
of such Mortgage Loan or waive, in
whole or in part, a Prepayment Premium),
accept payment from the related
Mortgagor of an amount less than the Stated
Principal Balance in final
satisfaction of such Mortgage Loan, or
consent to the postponement of strict
compliance with any such term or otherwise
grant indulgence to any Mortgagor
(any and all such waivers, modifications,
variances, forgiveness of principal or
interest, postponements, or indulgences
collectively referred to herein as
"Forbearance"); provided, however, that the
final maturity date of any Mortgage
Loan may not be extended beyond the Final
Scheduled Distribution Date for the
LIBOR Certificates. The Servicer's analysis
supporting any Forbearance and the
conclusion that any Forbearance meets the
standards of Section 3.01 shall be
reflected in writing in the applicable
Servicing File. Notwithstanding the
foregoing, the Servicer may waive, in whole
or in part, a Prepayment Premium
only under the following circumstances: (i)
such waiver relates to a default or
a reasonably foreseeable default and would,
in the reasonable judgment of the
Servicer, maximize recovery of total
proceeds taking into account the value of
such Prepayment Premium and the related
Mortgage Loan, (ii) such Prepayment
Premium is not permitted to be collected by
applicable federal, state or local
law or regulation, (iii) the collection of
such Prepayment Premium would be
considered "predatory" pursuant to written
guidance published or issued by any
applicable federal, state or local
regulatory authority acting in its official
capacity and having jurisdiction over such
matters, (iv) the enforceability
thereof is limited (1) by bankruptcy,
insolvency, moratorium, receivership or
other similar laws relating to creditor's
rights generally or (2) due to
acceleration in connection with a
foreclosure or other involuntary payment or
(v) if the Servicer has not been provided
with information sufficient to enable
it to collect the Prepayment Premium. If a
Prepayment Premium is waived other
than as permitted in this Section 3.07(a),
then the Servicer is required to pay
the amount of such waived Prepayment
Premium, for the benefit of the Holders of
the Class P Certificates, by depositing
such amount into the Collection Account
as soon as possible after the date of
payoff, but in no event later than five
(5) Business Days from such date.
(b) The Servicer shall give notice to the
Trustee, each Rating Agency and the
Depositor of any proposed change of the
location of the Collection Account
within a reasonable period of time prior to
any change thereof.
Section 3.08. Subservicing Accounts. In
those cases where a Subservicer is
servicing a Mortgage Loan pursuant to a
Subservicing Agreement, the Subservicer
will be required to establish and maintain
one or more accounts (collectively,
the "Subservicing Account"). The
Subservicing Account shall be an Eligible
Account and shall otherwise be acceptable
to the Servicer. The Subservicer shall
deposit in the clearing account (which
account must be an Eligible Account) in
which it customarily deposits payments and
collections on mortgage loans in
connection with its mortgage loan servicing
activities on a daily basis, and in
no event more than one Business Day after
the Subservicer's receipt thereof, all
proceeds of Mortgage Loans received by the
Subservicer less its servicing
compensation to the extent permitted by the
Subservicing Agreement, and shall
thereafter deposit such amounts in the
Subservicing Account, in no event more
than two Business Days after the deposit of
such funds into the clearing
account. The Subservicer shall thereafter
deposit such proceeds in the
Collection Account or remit such proceeds
to the Servicer for deposit in the
Collection Account not later than two
Business Days after the deposit of such
amounts in the Subservicing Account. For
purposes of this Agreement, the
Servicer shall be deemed to have received
payments on the Mortgage Loans when
the Subservicer receives such payments.
Section 3.09. Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts. (a) The Servicer shall ensure
that each of the Mortgage Loans shall be
covered by a paid-in-full, life-of-the-loan
tax service contract in effect with
respect to each Mortgage Loan (each, a "Tax
Service Contract"); provided, that
WMC transferred a fully transferable Tax
Service Contract to the Servicer at no
expense to the Servicer. Each Tax Service
Contract shall be assigned to the
Trustee, or its designee, at the Servicer's
expense in the event that the
Servicer is terminated as Servicer of the
related Mortgage Loan.
(b) To the extent that the services
described in this paragraph (b) are not
otherwise provided pursuant to the Tax
Service Contracts described in paragraph
(a) hereof, the Servicer undertakes to
perform such functions. To the extent the
related Mortgage Loan provides for Escrow
Payments, the Servicer shall establish
and maintain, or cause to be established
and maintained, one or more accounts
(the "Escrow Accounts"), which shall be
Eligible Accounts. The Servicer shall
deposit in the clearing account (which
account must be an Eligible Account) in
which it customarily deposits payments and
collections on mortgage loans in
connection with its mortgage loan servicing
activities on a daily basis, and in
no event more than one Business Day after
the Servicer's receipt thereof, all
collections from the Mortgagors (or related
advances from Subservicers) for the
payment of taxes, assessments, hazard
insurance premiums and comparable items
for the account of the Mortgagors ("Escrow
Payments") collected on account of
the Mortgage Loans and shall thereafter
deposit such Escrow Payments in the
Escrow Accounts, in no event more than two
Business Days after the deposit of
such funds in the clearing account, for the
purpose of effecting the payment of
any such items as required under the terms
of this Agreement. Withdrawals of
amounts from an Escrow Account may be made
only to (i) effect payment of taxes,
assessments, hazard insurance premiums, and
comparable items; (ii) reimburse the
Servicer (or a Subservicer to the extent
provided in the related Subservicing
Agreement) out of related collections for
any advances made pursuant to Section
3.01 (with respect to taxes and
assessments) and Section 3.13 (with respect to
hazard insurance); (iii) refund to
Mortgagors any sums as may be determined to
be overages; (iv) pay interest, if required
and as described below, to
Mortgagors on balances in the Escrow
Account; (v) clear and terminate the Escrow
Account at the termination of the
Servicer's obligations and responsibilities in
respect of the Mortgage Loans under this
Agreement; or (vi) recover amounts
deposited in error. As part of its
servicing duties, the Servicer or
Subservicers shall pay to the Mortgagors
interest on funds in Escrow Accounts,
to the extent required by law and, to the
extent that interest earned on funds
in the Escrow Accounts is insufficient, to
pay such interest from its or their
own funds, without any reimbursement
therefor. To the extent that a Mortgage
does not provide for Escrow Payments, the
Servicer shall determine whether any
such payments are made by the Mortgagor in
a manner and at a time that is
necessary to avoid the loss of the
Mortgaged Property due to a tax sale or the
foreclosure as a result of a tax lien. If
any such payment has not been made and
the Servicer receives notice of a tax lien
with respect to the Mortgage Loan
being imposed, the Servicer will, promptly
and to the extent required to avoid
loss of the Mortgaged Property, advance or
cause to be advanced funds necessary
to discharge such lien on the Mortgaged
Property. The Servicer assumes full
responsibility for the payment of all such
bills within such time and shall
effect payments of all such bills
irrespective of the Mortgagor's faithful
performance in the payment of same or the
making of the Escrow Payments and
shall make advances from its own funds to
effect such payments; provided,
however, that such advances are deemed to
be Servicing Advances.
Section 3.10. Collection Account. (a) On
behalf of the Trustee, the Servicer
shall establish and maintain, or cause to
be established and maintained, one or
more Eligible Accounts (such account or
accounts, the "Collection Account"),
held in trust for the benefit of the
Trustee. Funds in the Collection Account
shall not be commingled with any other
funds of the Servicer. On behalf of the
Trustee, the Servicer shall deposit or
cause to be deposited in the clearing
account (which account must be an Eligible
Account) in which it customarily
deposits payments and collections on
mortgage loans in connection with its
mortgage loan servicing activities on a
daily basis, and in no event more than
one Business Day after the Servicer's
receipt thereof, and shall thereafter
deposit in the Collection Account, in no
event more than two Business Days after
the deposit of such funds into the clearing
account, as and when received or as
otherwise required hereunder, the following
payments and collections received or
made by it subsequent to the Cut-off Date
(other than in respect of principal or
interest on the related Mortgage Loans due
on or before the Cut-off Date), or
payments (other than Principal Prepayments)
received by it on or prior to the
Cut-off Date but allocable to a Due Period
subsequent thereto:
(i) all
payments on account of principal, including Principal
Prepayments,
on the Mortgage Loans;
(ii) all payments on
account of interest (net of the related Servicing Fee)
on each Mortgage Loan;
(iii) all Insurance Proceeds
and Condemnation Proceeds (to the extent such
Insurance Proceeds and Condemnation Proceeds are not to be applied
to
the restoration of the related Mortgaged Property or released to
the
related Mortgagor in accordance with the express requirements of
law or
in accordance with prudent and customary servicing practices) and
all
Liquidation Proceeds;
(iv) any amounts
required to be deposited pursuant to Section 3.12 in
connection with any losses realized on Permitted Investments
with
respect to funds held in the Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to
the
second paragraph of Section 3.13(a) in respect of any
blanket policy deductibles;
(vi) all proceeds of
any Mortgage Loan repurchased or purchased in
accordance with this Agreement and any Substitution Adjustment
Amount;
and
(vii) all Prepayment
Premiums collected by the Servicer.
The foregoing requirements for deposit in the Collection
Account shall be exclusive, it being
understood and agreed that, without
limiting the generality of the foregoing,
payments in the nature of late payment
charges, NSF fees, reconveyance fees,
assumption fees and other similar fees and
charges need not be deposited by the
Servicer in the Collection Account and
shall, upon collection, belong to the
Servicer as additional compensation for
its servicing activities. In the event the
Servicer shall deposit in the
Collection Account any amount not required
to be deposited therein, it may at
any time withdraw such amount from the
Collection Account, any provision herein
to the contrary notwithstanding.
(b) Funds in the Collection Account may be invested in
Permitted Investments in accordance with
the provisions set forth in Section
3.12. The Servicer shall give notice to the
Trustee and the Depositor of the
location of the Collection Account
maintained by it when established and prior
to any change thereof.
Section 3.11. Withdrawals from the
Collection Account. (a) The Servicer shall,
from time to time, make withdrawals from
the Collection Account for any of the
following purposes or as described in
Section 4.01:
(i) on or
prior to the Remittance Date, to remit to the Trustee with
respect to such Distribution Date all Available Funds in respect of
the
related Distribution Date together with all amounts
representing
Prepayment Premiums from the Mortgage Loans received during the
related
Prepayment Period;
(ii) to reimburse the
Servicer for P&I Advances, but only to the extent of
amounts received which represent Late Collections (net of the
related
Servicing Fees) of Scheduled Payments on Mortgage Loans with
respect to
which such P&I Advances were made in accordance with the
provisions of
Section 4.01;
(iii) to pay the Servicer or
any Subservicer (A) any unpaid Servicing Fees or
(B) any unreimbursed Servicing Advances with respect to each
Mortgage
Loan, but in each case only to the extent of any Late Collections
or
other amounts as may be collected by the Servicer from a Mortgagor,
or
otherwise received with respect to such Mortgage Loan (or the
related
REO Property);
(iv) to pay to the
Servicer as servicing compensation (in addition to the
Servicing Fee) on the Remittance Date any interest or investment
income
earned on funds deposited in the Collection Account;
(v) to pay to
the Purchaser or WMC, with respect to each Mortgage Loan that
has previously been repurchased or replaced pursuant to this
Agreement
all amounts received thereon subsequent to the date of purchase
or
substitution, as the case may be;
(vi) to reimburse the
Servicer for any P&I Advance or Servicing Advance
previously made which the Servicer has determined to be a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance
in
accordance with the provisions of Section 4.01;
(vii) to pay, or to
reimburse the Servicer for advances in respect of,
expenses incurred in connection with any Mortgage Loan pursuant
to
Section 3.15;
(viii) to reimburse the Servicer,
the Depositor or the Trustee for expenses
incurred by or reimbursable to the Servicer, the Depositor or
the
Trustee, as the case may be, pursuant to Section 6.03 or Section
8.05;
(ix) to reimburse the
Servicer or the Trustee, as the case may be, for
expenses reasonably incurred in respect of the breach or defect
giving
rise to the repurchase obligation under Section 2.03 of this
Agreement
that were included in the Repurchase Price of the Mortgage
Loan,
including any expenses arising out of the enforcement of the
repurchase
obligation, to the extent not otherwise paid pursuant to the
terms
hereof;
(x) to invest
funds in Permitted Investments in accordance with Section
3.12;
(xi) to withdraw any
amounts deposited in the Collection Account in error;
(xii) to withdraw any
amounts held in the Collection Account and not required
to be remitted to the Trustee on the Remittance Date occurring in
the
month in which such amounts are deposited into the Collection
Account,
to reimburse the Servicer for unreimbursed Advances;
(xiii) to reimburse the Servicer
for any P&I Advance or Servicing Advance
previously made with respect to a delinquent Mortgage Loan
which
Mortgage Loan has been modified by the Servicer in accordance with
the
terms of this Agreement; provided that the Servicer shall only
reimburse itself for such P&I Advances and Servicing Advances
at the
time of such modification and shall reimburse itself after such
modification only as otherwise permitted under the other clauses
of
this Section 3.11(a);
(xiv) to pay the Servicer or
any Subservicer any unpaid Servicing Fees on a
Second Lien Mortgage Loan that has been charged off (A) out of
any
Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds
received on the related First Lien Mortgage Loan that is secured by
the
same Mortgaged Property, to the extent not recoverable from
Late
Collections or any other amounts with respect to such Second
Lien
Mortgage Loan pursuant to clause (iii) above or (B) to the extent
not
recoverable pursuant to (A) of this clause (xiv), from any amounts
on
deposit in the Collection Account; and
(xv) to clear and
terminate the Collection Account upon termination of this
Agreement.
(b) The
Servicer shall keep and maintain separate accounting, on a
Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or
on
behalf of it, pursuant to subclauses (a)(ii), (iii), (iv), (v),
(vi),
(vii), (viii), (ix), (xiii) and (xiv) above. The Servicer shall
provide
written notification to the Depositor, on or prior to the next
succeeding Remittance Date, upon making any withdrawals from
the
Collection Account pursuant to subclause (a)(vi) above.
Section 3.12. Investment of Funds in the
Collection Account and the Distribution
Account. (a) The Servicer may invest the
funds in the Collection Account and the
Trustee may invest funds in the
Distribution Account (for purposes of this
Section 3.12, such Accounts are referred to
as an "Investment Account") in one
or more Permitted Investments bearing
interest or sold at a discount, and
maturing, unless payable on demand no later
than the Business Day immediately
preceding the date on which such funds are
required to be withdrawn from such
account pursuant to this Agreement. All
such Permitted Investments shall be held
to maturity, unless payable on demand. Any
investment of funds in an Investment
Account shall be made in the name of the
Trustee. The Trustee shall be entitled
to sole possession over each such
investment, and any certificate or other
instrument evidencing any such investment
shall be delivered directly to the
Trustee or its agent, together with any
document of transfer necessary to
transfer title to such investment to the
Trustee. In the event amounts on
deposit in an Investment Account are at any
time invested in a Permitted
Investment payable on demand, the Trustee
may:
(x) consistent
with any notice required to be given
thereunder, demand that payment thereon be made on
the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of
(1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder that
such Permitted Investment would not constitute a
Permitted Investment in respect of funds thereafter
on deposit in the Investment Account.
(b) All income and gain realized from the
investment of funds deposited in the
Collection Account held by or on behalf of
the Servicer, shall be for the
benefit of the Servicer and shall be
subject to its withdrawal in the manner set
forth in Section 3.11. The Servicer shall
deposit in the Collection Account the
amount of any loss of principal incurred in
respect of any such Permitted
Investment made with funds in such accounts
immediately upon realization of such
loss.
(c) All income and gain realized from the
investment of funds deposited in the
Distribution Account held by the Trustee
shall be for the benefit of the
Trustee. The Trustee shall deposit in the
Distribution Account the amount of any
loss of principal incurred in respect of
any such Permitted Investment made with
funds in such accounts immediately upon
realization of such loss.
(d) Except as otherwise expressly provided
in this Agreement, if any default
occurs in the making of a payment due under
any Permitted Investment, or if a
default occurs in any other performance
required under any Permitted Investment,
the Trustee shall take such action as may
be appropriate to enforce such payment
or performance, including the institution
and prosecution of appropriate
proceedings.
(e) The Trustee or its Affiliates are
permitted to receive additional
compensation that could be deemed to be in
the Trustee's economic self-interest
for (i) serving as investment adviser,
administrator, shareholder, servicing
agent, custodian or sub-custodian with
respect to certain of the Permitted
Investments, (ii) using Affiliates to
effect transactions in certain Permitted
Investments and (iii) effecting
transactions in certain Permitted Investments.
(f) The Trustee shall not be liable for the
amount of any loss incurred with
respect of any investment or lack of
investment of funds held in any Investment
Account (except with respect to investments
in the Distribution Account as
provided in Section 3.12(c)).
Section 3.13. Maintenance of Hazard
Insurance, Errors and Omissions and Fidelity
Coverage. (a) The Servicer shall cause to
be maintained for each Mortgage Loan
standard hazard insurance on the related
Mortgaged Property in an amount which
is at least equal to the least of (i) the
outstanding principal balance of such
Mortgage Loan, (ii) the amount necessary to
fully compensate for any damage or
loss to the improvements that are a part of
such property on a replacement cost
basis and (iii) the maximum insurable value
of the improvements which are a part
of such Mortgaged Property, in each case in
an amount not less than such amount
as is necessary to avoid the application of
any coinsurance clause contained in
the related hazard insurance policy. The
Servicer shall also cause to be
maintained fire insurance with extended
coverage on each REO Property in an
amount which is at least equal to the
lesser of (i) the maximum insurable value
of the improvements which are a part of
such property and (ii) the outstanding
principal balance of the related Mortgage
Loan at the time it became an REO
Property, plus accrued interest at the
Mortgage Interest Rate and related
Servicing Advances. The Servicer will
comply in the performance of this
Agreement with all reasonable rules and
requirements of each insurer under any
such hazard policies. Any amounts to be
collected by the Servicer under any such
policies (other than amounts to be applied
to the restoration or repair of the
property subject to the related Mortgage or
amounts to be released to the
Mortgagor in accordance with the procedures
that the Servicer would follow in
servicing loans held for its own account,
subject to the terms and conditions of
the related Mortgage and Mortgage Note)
shall be deposited in the Collection
Account, subject to withdrawal pursuant to
Section 3.11. Any cost incurred by
the Servicer in maintaining any such
insurance shall not, for the purpose of
calculating distributions to the Trustee,
be added to the unpaid principal
balance of the related Mortgage Loan,
notwithstanding that the terms of such
Mortgage Loan so permit. It is understood
and agreed that no earthquake or other
additional insurance is to be required of
any Mortgagor other than pursuant to
such applicable laws and regulations as
shall at any time be in force and as
shall require such additional insurance. If
the Mortgaged Property or REO
Property is at any time in an area
identified in the Federal Register by the
Federal Emergency Management Agency as
having special flood hazards and flood
insurance has been made available, the
Servicer will cause to be maintained a
flood insurance policy in respect thereof.
Such flood insurance shall be in an
amount equal to the lesser of (i) the
unpaid principal balance of the related
Mortgage Loan and (ii) the maximum amount
of such insurance available for the
related Mortgaged Property under the
national flood insurance program (assuming
that the area in which such Mortgaged
Property is located is participating in
such program).
In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a
General Policy Rating of B:VI or better
in Best's (or such other rating that is
comparable to such rating) insuring
against hazard losses on all of the
Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as
set forth in the first two sentences
of this Section 3.13, it being understood
and agreed that such policy may
contain a deductible clause, in which case
the Servicer shall, in the event that
there shall not have been maintained on the
related Mortgaged Property or REO
Property a policy complying with the first
two sentences of this Section 3.13,
and there shall have been one or more
losses which would have been covered by
such policy, deposit to the Collection
Account from its own funds the amount not
otherwise payable under the blanket policy
because of such deductible clause. In
connection with its activities as
administrator and servicer of the Mortgage
Loans, the Servicer agrees to prepare and
present, on behalf of itself, the
Trustee claims under any such blanket
policy in a timely fashion in accordance
with the terms of such policy.
(b) The Servicer shall keep in force during
the term of this Agreement a policy
or policies of insurance covering errors
and omissions for failure in the
performance of the Servicer's obligations
under this Agreement, which policy or
policies shall be in such form and amount
that would meet the requirements of
Fannie Mae or Freddie Mac if it were the
purchaser of the Mortgage Loans, unless
the Servicer has obtained a waiver of such
requirements from Fannie Mae or
Freddie Mac. The Servicer shall also
maintain a fidelity bond in the form and
amount that would meet the requirements of
Fannie Mae or Freddie Mac, unless the
Servicer has obtained a waiver of such
requirements from Fannie Mae or Freddie
Mac. The Servicer shall provide the Trustee
upon request with copies of any such
insurance policies and fidelity bond. The
Servicer shall be deemed to have
complied with this provision if an
Affiliate of the Servicer has such errors and
omissions and fidelity bond coverage and,
by the terms of such insurance policy
or fidelity bond, the coverage afforded
thereunder extends to the Servicer. Upon
request from the Trustee, the Servicer
shall cause to be delivered to the
Trustee proof of coverage of the fidelity
bond errors and omissions insurance
policy and a statement from the surety and
the insurer that that surety and
insurer shall endeavor to notify the
Trustee within 30 days prior to such
fidelity bond's errors and omissions
insurance policy's termination or material
modification. The Servicer shall also cause
each Subservicer to maintain a
policy of insurance covering errors and
omissions and a fidelity bond which
would meet such requirements.
Section 3.14. Enforcement of Due-on-Sale
Clauses; Assumption Agreements. The
Servicer will, to the extent it has
knowledge of any conveyance or prospective
conveyance of any Mortgaged Property by any
Mortgagor (whether by absolute
conveyance or by contract of sale, and
whether or not the Mortgagor remains or
is to remain liable under the Mortgage Note
and/or the Mortgage), exercise its
rights to accelerate the maturity of such
Mortgage Loan under the "due-on-sale"
clause, if any, applicable thereto;
provided, however, that the Servicer shall
not be required to take such action if, in
its sole business judgment, the
Servicer believes it is not in the best
interests of the Trust Fund and shall
not exercise any such rights if prohibited
by law from doing so. If the Servicer
reasonably believes it is unable under
applicable law to enforce such
"due-on-sale" clause or if any of the other
conditions set forth in the proviso
to the preceding sentence apply, the
Servicer will enter into an assumption and
modification agreement from or with the
person to whom such property has been
conveyed or is proposed to be conveyed,
pursuant to which such person becomes
liable under the Mortgage Note, the
Servicer has the prior consent of the
primary mortgage guaranty insurer, if any,
and, to the extent permitted by
applicable state law, the Mortgagor remains
liable thereon. The Servicer is also
authorized to enter into a substitution of
liability agreement with such person,
pursuant to which the original Mortgagor is
released from liability and such
person is substituted as the Mortgagor and
becomes liable under the Mortgage
Note; provided, that no such substitution
shall be effective unless such person
satisfies the underwriting criteria of the
Servicer and has a credit risk rating
at least equal to that of the original
Mortgagor. In connection with any
assumption, modification or substitution,
the Servicer shall apply such
underwriting standards and follow such
practices and procedures as shall be
normal and usual in its general mortgage
servicing activities and as it applies
to other mortgage loans owned solely by it.
The Servicer shall not take or enter
into any assumption and modification
agreement, however, unless (to the extent
practicable in the circumstances) it shall
have received confirmation, in
writing, of the continued effectiveness of
any applicable hazard insurance
policy, or a new policy meeting the
requirements of this Section is obtained.
Any fee collected by the Servicer in
respect of an assumption or substitution of
liability agreement will be retained by the
Servicer as additional servicing
compensation. In connection with any such
assumption, no material term of the
Mortgage Note (including but not limited to
the related Mortgage Interest Rate
and the amount of the Scheduled Payment)
may be amended or modified, except as
otherwise required pursuant to the terms
thereof. The Servicer shall notify the
Custodian that any such substitution,
modification or assumption agreement has
been completed by forwarding to the
Custodian the executed original of such
substitution or assumption agreement, which
document shall be added to the
related Mortgage File and shall, for all
purposes, be considered a part of such
Mortgage File to the same extent as all
other documents and instruments
constituting a part thereof.
Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not
be deemed to be in default, breach or
any other violation of its obligations
hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by
the terms of the Mortgage Note or any
assumption which the Servicer may be
restricted by law from preventing, for any
reason whatsoever. For purposes of this
Section 3.14, the term "assumption" is
deemed to also include a sale (of the
Mortgaged Property) subject to the
Mortgage that is not accompanied by an
assumption or substitution of liability
agreement.
Section 3.15. Realization upon Defaulted
Mortgage Loans. The Servicer shall use
its best efforts, consistent with Accepted
Servicing Practices, to foreclose
upon or otherwise comparably convert (which
may include an acquisition of REO
Property) the ownership of properties
securing such of the Mortgage Loans as
come into and continue in default and as to
which no satisfactory arrangements
can be made for collection of delinquent
payments pursuant to Section 3.07, and
which are not released from this Agreement
pursuant to any other provision
hereof. The Servicer shall use reasonable
efforts to realize upon such defaulted
Mortgage Loans in such manner as will
maximize the receipt of principal and
interest by the Trustee, taking into
account, among other things, the timing of
foreclosure proceedings; provided, however
with respect to any Second Lien
Mortgage Loan, if, after such Mortgage Loan
becomes 180 days or more delinquent,
the Servicer determines that a significant
net recovery is not possible through
foreclosure, such Mortgage Loan may be
charged off and the Mortgage Loan will be
treated as a Liquidated Mortgage Loan
giving rise to a Realized Loss. The
foregoing is subject to the provisions
that, in any case in which a Mortgaged
Property shall have suffered damage from an
uninsured cause, the Servicer shall
not be required to expend its own funds
toward the restoration of such property
unless it shall determine in its sole
discretion (i) that such restoration will
increase the net proceeds of liquidation of
the related Mortgage Loan to the
Trustee, after reimbursement to itself for
such expenses, and (ii) that such
expenses will be recoverable by the
Servicer through Insurance Proceeds,
Condemnation Proceeds or Liquidation
Proceeds from the related Mortgaged
Property, as contemplated in Section 3.11.
The Servicer shall be responsible for
all other costs and expenses incurred by it
in any such proceedings; provided,
however, that it shall be entitled to
reimbursement thereof from the related
property, as contemplated in Section 3.11.
In circumstances where the Servicer
determines that it would be uneconomical to
foreclose on the related Mortgaged
Property, the Servicer may write off the
entire outstanding principal balance of
the related Second Lien Mortgage Loan as
bad debt.
The proceeds of any Liquidation Event or REO Disposition, as
well as any recovery resulting from a
partial collection of Insurance Proceeds,
Condemnation Proceeds or Liquidation
Proceeds or any income from an REO
Property, will be applied in the following
order of priority: first, to
reimburse the Servicer or any Subservicer
for any related unreimbursed Servicing
Advances, pursuant to Section 3.11 or 3.17;
second, to accrued and unpaid
interest on the Mortgage Loan or REO
Imputed Interest, at the Mortgage Interest
Rate, to the date of the liquidation or REO
Disposition, or to the Due Date
prior to the Remittance Date on which such
amounts are to be distributed if not
in connection with a Liquidation Event or
REO Disposition; third, to reimburse
the Servicer for any related unreimbursed
P&I Advances, pursuant to Section
3.11; and fourth, as a recovery of
principal of the Mortgage Loan. If the amount
of the recovery so allocated to interest is
less than a full recovery thereof,
that amount will be allocated as follows:
first, to unpaid Servicing Fees; and
second, as interest at the Mortgage
Interest Rate (net of the Servicing Fee
Rate). The portion of the recovery so
allocated to unpaid Servicing Fees shall
be reimbursed to the Servicer or any
Subservicer pursuant to Section 3.11 or
3.17. The portions of the recovery so
allocated to interest at the Mortgage
Interest Rate (net of the Servicing Fee
Rate) and to principal of the Mortgage
Loan shall be applied as follows: first, to
reimburse the Servicer or any
Subservicer for any related unreimbursed
Servicing Advances in accordance with
Section 3.11 or
