EXHIBIT 4
EXECUTION COPY
GS MORTGAGE SECURITIES CORP.,
Depositor,
COUNTRYWIDE HOME LOANS SERVICING LP,
Servicer,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicer,
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
Custodian,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
--------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2005
--------------------------------------
GSAMP TRUST 2005-HE2
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-HE2
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
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 Each
Servicer and the Custodian..............................
Section 2.04
[Reserved.]................................................
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 Purchaser
Obligations.......................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service
Mortgage Loans........................
Section 3.02 Subservicing Agreements
between a Servicer and
Subservicers............................................
Section 3.03 Successor
Subservicers.....................................
Section 3.04 Liability of the
Servicers.................................
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
Accounts........................................
Section 3.11 Withdrawals from the
Collection Accounts...................
Section 3.12 Investment of Funds in the
Collection Accounts 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
Servicers 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.............
Section 3.29 Transfer of Servicing for
Certain Acoustic Mortgage
Loans and Certain First NLC Mortgage Loans..............
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICERS
Section 4.01
Advances...................................................
Section 4.02 Priorities of
Distribution.................................
Section 4.03 Monthly Statements to
Certificateholders...................
Section 4.04 Certain Matters Relating to
the Determination of LIBOR.....
Section 4.05 Allocation of Applied
Realized Loss Amounts................
Section 4.06 Supplemental Interest
Trust................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...........................................
Section 5.02 Certificate Register;
Registration of Transfer and
Exchange of Certificates................................
Section 5.03 Mutilated, Destroyed, Lost
or Stolen Certificates..........
Section 5.04 Persons Deemed
Owners......................................
Section 5.05 Access to List of
Certificateholders' Names and Addresses..
Section 5.06 Maintenance of Office or
Agency............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICERS
Section 6.01 Respective Liabilities of
the Depositor and the Servicers..
Section 6.02 Merger or Consolidation of
the Depositor or a Servicer.....
Section 6.03 Limitation on Liability of
the Depositor, the Servicers
and Others..............................................
Section 6.04 Limitation on Resignation of
a Servicer....................
Section 6.05 Additional Indemnification
by the Servicers; Third Party
Claims..................................................
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 Treatment of Upper-Tier
Carry Forward Amounts and
Basis Risk
Carry Forward Amounts........................
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......................................
Section 10.13 Rights of the Swap
Provider................................
SCHEDULES
Schedule I Mortgage Loan Schedule
Schedule II Representations and Warranties of
Countrywide, as Servicer
Schedule III Representations and Warranties
of JPMorgan, as Servicer
Schedule IV Representations and Warranties of
J.P. Morgan Trust Company,
National Association, as Custodian
EXHIBITS
Exhibit A-1 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 Class R-2
Certificate
Exhibit D Form of Class X
Certificate
Exhibit E Form of Initial
Certification of Custodian or Trustee
Exhibit F Form of Document
Certification and Exception Report of Custodian or
Trustee
Exhibit G Form of Residual Transfer
Affidavit
Exhibit H Form of Transferor
Certificate
Exhibit I Form of Rule 144A Letter
Exhibit J Form of Request for
Release
Exhibit K Contents of Each Mortgage
File
Exhibit L Servicer Reporting
Requirements
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 Representations and
Warranties Agreement
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of March 1, 2005,
is
among GS MORTGAGE SECURITIES CORP., a
Delaware corporation (the "Depositor"),
COUNTRYWIDE HOME LOANS SERVICING LP, a
Texas limited partnership
("Countrywide"), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, a national banking
association ("JPMorgan"), as a Servicer,
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking
association, as custodian (the "Custodian"), and
DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national banking association, as trustee
(the "Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment
Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Supplemental
Interest Trust, (iv) the Excess Reserve
Fund Account, and (v) the right of the
Principal Certificates to receive
Upper-Tier Carry Forward Amounts and,
without duplication, Basis Risk Carry
Forward Amounts and the obligation to pay
Class IO Shortfalls) be treated for
federal income tax purposes as comprising
four REMICs (each, a "Trust REMIC" or,
in the alternative, Pooling-Tier REMIC-1,
Pooling-Tier REMIC 2, the Lower-Tier
REMIC and the Upper-Tier REMIC,
respectively). The Class X Interest and each
Class of Principal Certificates (other than
the right of each Class of Principal
Certificates to receive Upper-Tier Carry
Forward Amounts and, without
duplication, Basis Risk Carry Forward
Amounts) and the obligation to pay Class
IO Shortfalls represents ownership of a
regular interest in a REMIC for purposes
of the REMIC Provisions. The Class R-2
Certificates represent ownership of the
sole class of residual interest in
Pooling-Tier REMIC-1 for purposes of the
REMIC Provisions. The Class R-1
Certificates represent ownership of the sole
class of residual interest in each of
Pooling-Tier REMIC 2, the Lower-Tier REMIC
and the Upper-Tier REMIC for purposes of
the REMIC Provisions. The Start-up Day
for each REMIC described herein is the
Closing Date. The latest possible
maturity date for each Certificate is the
latest date referenced in Section
2.06. The Upper-Tier REMIC shall hold as
assets the several classes of
uncertificated Lower-Tier Regular
Interests, set out below. The Lower-Tier REMIC
shall hold as assets the several classes of
uncertificated Pooling-Tier REMIC 2
Regular Interests. Pooling-Tier REMIC 2
shall hold as assets the several classes
of uncertificated Pooling-Tier REMIC-1
Regular Interests. Pooling-Tier REMIC-1
shall hold as assets the assets of the
Trust Fund (exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the
Supplemental Interest Trust, (iv) the
Excess Reserve Fund Account, and (v) the
right of the Principal Certificates to
receive Upper-Tier Carry Forward Amounts
and, without duplication, Basis Risk Carry
Forward Amounts and the obligation to
pay Class IO Shortfalls).
For federal income tax purposes, each Class of Principal
Certificates represents a beneficial
ownership of a regular interest in the
Upper-Tier REMIC, the right to receive
Upper-Tier Carry Forward Amounts (and,
without duplication, Basis Risk Carry
Forward Amounts), and the obligation to
pay Class IO Shortfalls, the Class X
Certificates represent beneficial ownership
of the Class X Regular Interest, the
Interest Rate Swap Agreement, the
Supplemental Interest Trust, the Excess
Reserve Fund Account and the right to
receive Class IO Shortfalls, and the Class
P Certificates represent beneficial
ownership of the Prepayment Premiums, which
portions of the Trust Fund shall be
treated as a grantor trust.
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such
interest is hereby designated as a regular
interest in the Pooling-Tier REMIC-1.
Pooling-Tier REMIC-1 shall also issue the
Class R-2 Certificates. The Class R-2
Certificates are hereby designated as the
sole class of residual interest in
Pooling-Tier REMIC-1. The Class R-2
Certificates shall have a $100 Class
Certificate Balance and shall have no
interest rate.
Initial Pooling-Tier
Pooling-Tier REMIC-1
Pooling-Tier REMIC-1
REMIC-1 Principal
Interest
Interest Rate
Amount
--------------------
--------------------
--------------------
Class PT1-1
(1)
$ 607,611,047.65
Class PT1-2A
(2)
$
703,992.15
Class PT1-2B
(3)
$
703,992.15
Class PT1-3A
(2)
$
810,810.81
Class PT1-3B
(3)
$
810,810.81
Class PT1-4A
(2)
$
915,244.15
Class PT1-4B
(2)
$
915,244.15
Class PT1-5A
(2)
$
1,013,526.37
Class PT1-5B
(3)
$
1,013,526.37
Class PT1-6A
(2)
$
1,116,890.75
Class PT1-6B
(3)
$
1,116,890.75
Class PT1-7A
(2)
$
1,206,577.87
Class PT1-7B
(3)
$
1,206,577.87
Class PT1-8A
(2)
$
1,293,844.33
Class PT1-8B
(3)
$
1,293,844.33
Class PT1-9A
(2)
$
1,374,545.47
Class PT1-9B
(3)
$
1,374,545.47
Class PT1-10A
(2)
$
1,406,927.54
Class PT1-10B
(3)
$
1,406,927.54
Class PT1-11A
(2)
$
1,356,926.64
Class PT1-11B
(3)
$
1,356,926.64
Class PT1-12A
(2)
$
1,306,650.43
Class PT1-12B
(3)
$
1,306,650.43
Class PT1-13A
(2)
$
1,258,231.75
Class PT1-13B
(3)
$
1,258,231.75
Class PT1-14A
(2)
$
1,211,602.10
Class PT1-14B
(3)
$
1,211,602.10
Class PT1-15A
(2)
$
1,166,695.56
Class PT1-15B
(3)
$
1,166,695.56
Class PT1-16A
(2)
$
1,123,448.57
Class PT1-16B
(3)
$
1,123,448.57
Class PT1-17A
(2)
$
1,081,799.95
Class PT1-17B
(3)
$
1,081,799.95
Class PT1-18A
(2)
$
1,041,690.78
Class PT1-18B
(3)
$
1,041,690.78
Class PT1-19A
(2)
$
1,003,064.27
Class PT1-19B
(3)
$
1,003,064.27
Class PT1-20A
(2)
$
965,865.75
Class PT1-20B
(3)
$
965,865.75
Class PT1-21A
(2)
$
930,042.57
Class PT1-21B
(3)
$
930,042.57
Class PT1-22A
(2)
$
895,543.97
Class PT1-22B
(3)
$
895,543.97
Class PT1-23A
(2)
$
862,321.11
Class PT1-23B
(3)
$
862,321.11
Class PT1-24A
(2)
$
830,326.93
Class PT1-24B
(3)
$
830,326.93
Class PT1-25A
(2)
$
799,516.10
Class PT1-25B
(3)
$
799,516.10
Class PT1-26A
(2)
$
769,844.97
Class PT1-26B
(3)
$
769,844.97
Class PT1-27A
(2)
$
741,271.46
Class PT1-27B
(3)
$
741,271.46
Class PT1-28A
(2)
$
713,755.09
Class PT1-28B
(3)
$
713,755.09
Class PT1-29A
(2)
$
687,256.84
Class PT1-29B
(3)
$
687,256.84
Class PT1-30A
(2)
$
661,739.14
Class PT1-30B
(3)
$
661,739.14
Class PT1-31A
(2)
$
637,165.80
Class PT1-31B
(3)
$
637,165.80
Class PT1-32A
(2)
$
613,501.96
Class PT1-32B
(3)
$
613,501.96
Class PT1-33A
(2)
$
590,714.03
Class PT1-33B
(3)
$
590,714.03
Class PT1-34A
(2)
$
568,769.70
Class PT1-34B
(3)
$
568,769.70
Class PT1-35A
(2)
$
547,637.81
Class PT1-35B
(3)
$
547,637.81
Class PT1-36A
(2)
$
527,288.37
Class PT1-36B
(3)
$
527,288.37
Class PT1-37A
(2)
$
507,692.48
Class PT1-37B
(3)
$
507,692.48
Class PT1-38A
(2)
$
488,822.30
Class PT1-38B
(3)
$ 488,822.30
Class PT1-39A
(2)
$
470,651.05
Class PT1-39B
(3)
$
470,651.05
Class PT1-40A
(2)
$
453,152.89
Class PT1-40B
(3)
$
453,152.89
Class PT1-41A
(2)
$
436,302.98
Class PT1-41B
(3)
$
436,302.98
Class PT1-42A
(2)
$ 420,077.37
Class PT1-42B
(3)
$
420,077.37
Class PT1-43A
(2)
$
404,452.98
Class PT1-43B
(3)
$
404,452.98
Class PT1-44A
(2)
$
389,407.60
Class PT1-44B
(3)
$
389,407.60
Class PT1-45A
(2)
$
374,919.84
Class PT1-45B
(3)
$
374,919.84
Class PT1-46A
(2)
$
360,969.09
Class PT1-46B
(3)
$
360,969.09
Class PT1-47A
(2)
$
347,535.52
Class PT1-47B
(3)
$
347,535.52
Class PT1-48A
(2)
$
334,599.98
Class PT1-48B
(3)
$
334,599.98
Class PT1-49A
(2)
$
322,144.08
Class PT1-49B
(3)
$
322,144.08
Class PT1-50A
(2)
$
310,150.10
Class PT1-50B
(3)
$
310,150.10
Class PT1-51A
(2)
$
298,600.94
Class PT1-51B
(3)
$
298,600.94
Class PT1-52A
(2)
$
287,480.17
Class PT1-52B
(3)
$
287,480.17
Class PT1-53A
(2)
$
276,771.94
Class PT1-53B
(3)
$
276,771.94
Class PT1-54A
(2)
$
266,460.99
Class PT1-54B
(3)
$
266,460.99
Class PT1-55A
(2)
$
256,532.64
Class PT1-55B
(3)
$
256,532.64
Class PT1-56A
(2)
$ 246,972.72
Class PT1-56B
(3)
$
246,972.72
Class PT1-57A
(2)
$
237,767.62
Class PT1-57B
(3)
$
237,767.62
Class PT1-58A
(2)
$
229,034.50
Class PT1-58B
(3)
$
229,034.50
Class PT1-59A
(2)
$
220,497.37
Class PT1-59B
(3)
$ 220,497.37
Class PT1-60A
(2)
$
212,314.83
Class PT1-60B
(3)
$
212,314.83
Class PT1-61A
(2)
$
5,444,743.68
Class PT1-61B
(3)
$
5,444,743.68
--------------------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1
WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and
(ii) the Pooling-Tier REMIC-1 WAC Rate, subject to a maximum
rate of
8.49%.
(3) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
any, of
(A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 WAC
Rate over
(B) 8.49%.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of
Pooling-Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such
expense, other than Servicing Fees, the
Custodian Fees and Trustee Fees, shall be
allocated in the same manner as
Realized Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution
Date shall be deemed to be distributed
to the Pooling-Tier REMIC-1 Regular
Interests at the rates shown above.
On each Distribution Date, Realized Losses and payments of
principal
in respect of the Mortgage Loans shall be
allocated to the Class R-2
Certificates pursuant to Section
4.02(a)(ii) until its Class Certificate Balance
is reduced to zero and then to the
outstanding Pooling-Tier REMIC-1 Regular
Interest with the lowest numerical
denomination until the Pooling-Tier REMIC-1
Principal Amount of such interest is
reduced to zero, provided that, with
respect to Pooling-Tier REMIC-1 Regular
Interests with the same numerical
denomination, such Realized Losses and
payments of principal shall be allocated
pro rata between such Pooling-Tier REMIC-1
Regular Interests.
Pooling-Tier REMIC-2
Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such
interest, other than the Class PT2-R
Interest, is hereby designated as a regular
interest in Pooling-Tier REMIC-2.
The Class PT2-R Interest is hereby
designated as the sole class of residual
interest in Pooling-Tier REMIC-2 and shall
be represented by the Class R-1
Certificates.
<TABLE>
<CAPTION>
Pooling-Tier
REMIC-2 Initial
Principal
Corresponding
Corresponding
Pooling-Tier Amount or
Class
Corresponding
Pooling-Tier
Crossover
Pooling-Tier
REMIC-2
Certificate
Pooling-Tier
REMIC-1
Distribution
REMIC 2 Interest Interest Rate
Balance
REMIC 2 IO Regular Interest
Date
------------------ --------------- ---------------
------------- ----------------
-------------
<S>
<C>
<C>
<C>
<C>
<C>
Class PT2-1
(1)
$607,611,047.65
N/A
N/A
N/A
Class PT2-2A
(2)
$
703,992.15
Class PT2-IO-2
N/A
N/A
Class PT2-2B
(3)
$
703,992.15
N/A
N/A
N/A
Class PT2-3A
(2)
$
810,810.81
Class PT2-IO-3
N/A
N/A
Class PT2-3B
(3)
$
810,810.81
N/A
N/A
N/A
Class PT2-4A
(2)
$
915,244.15
Class PT2-IO-4
N/A
N/A
Class PT2-4B
(3)
$
915,244.15
N/A
N/A
N/A
Class PT2-5A
(2)
$ 1,013,526.37
Class
PT2-IO-5
N/A
N/A
Class PT2-5B
(3)
$ 1,013,526.37
N/A
N/A
N/A
Class PT2-6A
(2)
$ 1,116,890.75
Class
PT2-IO-6
N/A
N/A
Class PT2-6B
(3)
$ 1,116,890.75
N/A
N/A
N/A
Class PT2-7A
(2)
$ 1,206,577.87
Class
PT2-IO-7
N/A
N/A
Class PT2-7B
(3)
$ 1,206,577.87
N/A
N/A
N/A
Class PT2-8A
(2)
$ 1,293,844.33
Class
PT2-IO-8
N/A
N/A
Class PT2-8B
(3)
$ 1,293,844.33
N/A
N/A
N/A
Class PT2-9A
(2)
$ 1,374,545.47
Class
PT2-IO-9
N/A
N/A
Class PT2-9B
(3)
$ 1,374,545.47
N/A
N/A
N/A
Class PT2-10A
(2)
$ 1,406,927.54
Class
PT2-IO-10
N/A
N/A
Class PT2-10B
(3)
$ 1,406,927.54
N/A
N/A
N/A
Class PT2-11A
(2)
$ 1,356,926.64
Class
PT2-IO-11
N/A
N/A
Class PT2-11B
(3)
$ 1,356,926.64
N/A
N/A
N/A
Class PT2-12A
(2)
$ 1,306,650.43
Class
PT2-IO-12
N/A
N/A
Class PT2-12B
(3)
$ 1,306,650.43
N/A
N/A
N/A
Class PT2-13A
(2)
$ 1,258,231.75
Class
PT2-IO-13
N/A
N/A
Class PT2-13B
(3)
$ 1,258,231.75
N/A
N/A
N/A
Class PT2-14A
(2)
$ 1,211,602.10
Class
PT2-IO-14
N/A
N/A
Class PT2-14B
(3)
$ 1,211,602.10
N/A
N/A
N/A
Class PT2-15A
(2)
$ 1,166,695.56
Class
PT2-IO-15
N/A
N/A
Class PT2-15B
(3)
$ 1,166,695.56
N/A
N/A
N/A
Class PT2-16A
(2)
$ 1,123,448.57
Class
PT2-IO-16
N/A
N/A
Class PT2-16B
(3)
$ 1,123,448.57
N/A
N/A
N/A
Class PT2-17A
(2)
$ 1,081,799.95
Class
PT2-IO-17
N/A
N/A
Class PT2-17B
(3)
$ 1,081,799.95
N/A
N/A
N/A
Class PT2-18A
(2)
$ 1,041,690.78
Class
PT2-IO-18
N/A
N/A
Class PT2-18B
(3)
$ 1,041,690.78
N/A
N/A
N/A
Class PT2-19A
(2)
$ 1,003,064.27
Class
PT2-IO-19
N/A
N/A
Class PT2-19B
(3)
$ 1,003,064.27
N/A
N/A
N/A
Class PT2-20A
(2)
$
965,865.75
Class PT2-IO-20
N/A
N/A
Class PT2-20B
(3)
$
965,865.75
N/A
N/A
N/A
Class PT2-21A
(2)
$
930,042.57
Class
PT2-IO-21
N/A
N/A
Class PT2-21B
(3)
$
930,042.57
N/A
N/A
N/A
Class PT2-22A
(2)
$
895,543.97
Class PT2-IO-22 N/A
N/A
Class PT2-22B
(3)
$
895,543.97
N/A
N/A
N/A
Class PT2-23A
(2)
$
862,321.11
Class PT2-IO-23
N/A
N/A
Class PT2-23B
(3)
$
862,321.11
N/A
N/A
N/A
Class PT2-24A
(2)
$
830,326.93
Class PT2-IO-24
N/A
N/A
Class PT2-24B
(3)
$
830,326.93
N/A
N/A
N/A
Class PT2-25A
(2)
$
799,516.10
Class PT2-IO-25
N/A
N/A
Class PT2-25B
(3)
$
799,516.10
N/A
N/A
N/A
Class PT2-26A
(2)
$
769,844.97
Class PT2-IO-26
N/A
N/A
Class PT2-26B
(3)
$
769,844.97
N/A
N/A
N/A
Class PT2-27A
(2)
$
741,271.46
Class PT2-IO-27
N/A
N/A
Class PT2-27B
(3)
$
741,271.46
N/A
N/A
N/A
Class PT2-28A
(2)
$
713,755.09
Class PT2-IO-28
N/A
N/A
Class PT2-28B
(3)
$
713,755.09
N/A
N/A
N/A
Class PT2-29A
(2)
$
687,256.84
Class PT2-IO-29
N/A
N/A
Class PT2-29B
(3)
$
687,256.84
N/A
N/A
N/A
Class PT2-30A
(2)
$
661,739.14
Class PT2-IO-30
N/A
N/A
Class PT2-30B
(3)
$
661,739.14
N/A
N/A
N/A
Class PT2-31A
(2)
$
637,165.80
Class PT2-IO-31
N/A
N/A
Class PT2-31B
(3)
$
637,165.80
N/A
N/A
N/A
Class PT2-32A
(2)
$
613,501.96
Class PT2-IO-32
N/A
N/A
Class PT2-32B
(3)
$
613,501.96
N/A
N/A
N/A
Class PT2-33A
(2)
$
590,714.03
Class PT2-IO-33
N/A
N/A
Class PT2-33B
(3)
$
590,714.03
N/A
N/A
N/A
Class PT2-34A
(2)
$
568,769.70
Class PT2-IO-34
N/A
N/A
Class PT2-34B
(3)
$
568,769.70
N/A
N/A
N/A
Class PT2-35A
(2)
$
547,637.81
Class PT2-IO-35
N/A
N/A
Class PT2-35B
(3)
$
547,637.81
N/A
N/A
N/A
Class PT2-36A
(2)
$
527,288.37
Class PT2-IO-36
N/A
N/A
Class PT2-36B
(3)
$
527,288.37
N/A
N/A
N/A
Class PT2-37A
(2)
$
507,692.48
Class PT2-IO-37
N/A
N/A
Class PT2-37B
(3)
$
507,692.48
N/A
N/A
N/A
Class PT2-38A
(2)
$
488,822.30
Class PT2-IO-38
N/A
N/A
Class PT2-38B
(3)
$
488,822.30
N/A
N/A
N/A
Class PT2-39A
(2)
$
470,651.05
Class PT2-IO-39
N/A
N/A
Class PT2-39B
(3)
$
470,651.05
N/A
N/A
N/A
Class PT2-40A
(2)
$
453,152.89
Class PT2-IO-40
N/A
N/A
Class PT2-40B
(3)
$
453,152.89
N/A
N/A
N/A
Class PT2-41A
(2)
$
436,302.98
Class PT2-IO-41
N/A
N/A
Class PT2-41B
(3)
$
436,302.98
N/A
N/A
N/A
Class PT2-42A
(2)
$
420,077.37
Class PT2-IO-42
N/A
N/A
Class PT2-42B
(3)
$ 420,077.37
N/A
N/A
N/A
Class PT2-43A
(2)
$
404,452.98
Class PT2-IO-43
N/A
N/A
Class PT2-43B
(3)
$
404,452.98
N/A
N/A
N/A
Class PT2-44A
(2)
$
389,407.60
Class PT2-IO-44
N/A
N/A
Class PT2-44B
(3)
$
389,407.60
N/A
N/A
N/A
Class PT2-45A
(2)
$
374,919.84
Class PT2-IO-45
N/A
N/A
Class PT2-45B
(3)
$
374,919.84
N/A
N/A
N/A
Class PT2-46A
(2)
$
360,969.09
Class PT2-IO-46
N/A
N/A
Class PT2-46B
(3)
$
360,969.09
N/A
N/A
N/A
Class PT2-47A
(2)
$
347,535.52
Class PT2-IO-47
N/A
N/A
Class PT2-47B
(3)
$
347,535.52
N/A
N/A
N/A
Class PT2-48A
(2)
$
334,599.98
Class PT2-IO-48
N/A
N/A
Class PT2-48B
(3)
$ 334,599.98
N/A
N/A
N/A
Class PT2-49A
(2)
$
322,144.08
Class PT2-IO-49
N/A
N/A
Class PT2-49B
(3)
$
322,144.08
N/A
N/A
N/A
Class PT2-50A
(2)
$
310,150.10
Class PT2-IO-50
N/A
N/A
Class PT2-50B
(3)
$
310,150.10
N/A
N/A
N/A
Class PT2-51A
(2)
$
298,600.94
Class PT2-IO-51
N/A
N/A
Class PT2-51B
(3)
$
298,600.94
N/A
N/A
N/A
Class PT2-52A
(2)
$
287,480.17
Class PT2-IO-52
N/A
N/A
Class PT2-52B
(3)
$
287,480.17
N/A
N/A
N/A
Class PT2-53A
(2)
$
276,771.94
Class PT2-IO-53
N/A
N/A
Class PT2-53B
(3)
$
276,771.94
N/A
N/A
N/A
Class PT2-54A
(2)
$
266,460.99
Class PT2-IO-54
N/A
N/A
Class PT2-54B
(3)
$
266,460.99
N/A
N/A
N/A
Class PT2-55A
(2)
$
256,532.64
Class PT2-IO-55
N/A
N/A
Class PT2-55B
(3)
$
256,532.64
N/A
N/A
N/A
Class PT2-56A
(2)
$
246,972.72
Class PT2-IO-56
N/A
N/A
Class PT2-56B
(3)
$
246,972.72
N/A
N/A
N/A
Class PT2-57A
(2)
$
237,767.62
Class PT2-IO-57
N/A
N/A
Class PT2-57B
(3)
$
237,767.62
N/A
N/A
N/A
Class PT2-58A
(2)
$
229,034.50
Class PT2-IO-58
N/A
N/A
Class PT2-58B
(3)
$
229,034.50
N/A
N/A
N/A
Class PT2-59A
(2)
$
220,497.37
Class PT2-IO-59
N/A
N/A
Class PT2-59B
(3)
$
220,497.37
N/A
N/A
N/A
Class PT2-60A
(2)
$
212,314.83
Class PT2-IO-60
N/A
N/A
Class PT2-60B
(3)
$
212,314.83
N/A
N/A
N/A
Class PT2-61A
(2)
$ 5,444,743.68
Class
PT2-IO-61
N/A
N/A
Class PT2-61B
(3)
$ 5,444,743.68
N/A
N/A
N/A
Class PT2-IO-2
(4)
(4)
N/A
Class PT1-2A April 2005
Class PT2-IO-3
(4)
(4)
N/A
Class PT1-3A May 2005
Class PT2-IO-4
(4)
(4)
N/A
Class PT1-4A June 2005
Class PT2-IO-5
(4)
(4)
N/A
Class PT1-5A July 2005
Class PT2-IO-6
(4)
(4)
N/A
Class PT1-6A August 2005
Class PT2-IO-7
(4)
(4)
N/A
Class PT1-7A September 2005
Class PT2-IO-8
(4)
(4)
N/A
Class PT1-8A October 2005
Class PT2-IO-9
(4)
(4)
N/A
Class PT1-9A November 2005
Class PT2-IO-10
(4)
(4)
N/A
Class PT1-10A December 2005
Class PT2-IO-11
(4)
(4)
N/A
Class PT1-11A January 2006
Class PT2-IO-12
(4)
(4)
N/A
Class PT1-12A February 2006
Class PT2-IO-13
(4)
(4)
N/A
Class PT1-13A March 2006
Class PT2-IO-14
(4)
(4)
N/A
Class PT1-14A April 2006
Class PT2-IO-15
(4)
(4)
N/A
Class PT1-15A May 2006
Class PT2-IO-16
(4)
(4)
N/A
Class PT1-16A June 2006
Class PT2-IO-17
(4)
(4)
N/A
Class PT1-17A July 2006
Class PT2-IO-18
(4)
(4)
N/A
Class PT1-18A August 2006
Class PT2-IO-19
(4)
(4)
N/A
Class PT1-19A September 2006
Class PT2-IO-20
(4)
(4)
N/A
Class
PT1-20A
October 2006
Class PT2-IO-21
(4)
(4)
N/A
Class PT1-21A November 2006
Class PT2-IO-22
(4)
(4)
N/A
Class PT1-22A December 2006
Class PT2-IO-23
(4)
(4)
N/A
Class PT1-23A January 2007
Class PT2-IO-24
(4)
(4)
N/A
Class PT1-24A February 2007
Class PT2-IO-25
(4)
(4)
N/A
Class PT1-25A March 2007
Class PT2-IO-26
(4)
(4)
N/A
Class PT1-26A April 2007
Class PT2-IO-27
(4)
(4)
N/A
Class PT1-27A May 2007
Class PT2-IO-28
(4)
(4)
N/A
Class PT1-28A June 2007
Class PT2-IO-29
(4)
(4)
N/A
Class PT1-29A July 2007
Class PT2-IO-30
(4)
(4)
N/A
Class PT1-30A August 2007
Class PT2-IO-31
(4)
(4)
N/A
Class PT1-31A September 2007
Class PT2-IO-32
(4)
(4)
N/A
Class PT1-32A October 2007
Class PT2-IO-33
(4)
(4)
N/A
Class PT1-33A November 2007
Class PT2-IO-34
(4)
(4)
N/A
Class PT1-34A December 2007
Class PT2-IO-35
(4)
(4)
N/A
Class PT1-35A January 2008
Class PT2-IO-36
(4)
(4)
N/A
Class PT1-36A February 2008
Class PT2-IO-37
(4)
(4)
N/A
Class PT1-37A March 2008
Class PT2-IO-38
(4)
(4)
N/A
Class PT1-38A April 2008
Class PT2-IO-39
(4)
(4)
N/A
Class PT1-39A May 2008
Class PT2-IO-40
(4)
(4)
N/A
Class PT1-40A June 2008
Class PT2-IO-41
(4)
(4)
N/A
Class PT1-41A July 2008
Class PT2-IO-42
(4)
(4)
N/A
Class PT1-42A August 2008
Class PT2-IO-43
(4)
(4)
N/A
Class PT1-43A September 2008
Class PT2-IO-44
(4)
(4)
N/A
Class PT1-44A October 2008
Class PT2-IO-45
(4)
(4)
N/A
Class PT1-45A November 2008
Class PT2-IO-46
(4)
(4)
N/A
Class PT1-46A December 2008
Class PT2-IO-47
(4)
(4)
N/A
Class PT1-47A January 2009
Class PT2-IO-48
(4)
(4)
N/A
Class PT1-48A February 2009
Class PT2-IO-49
(4)
(4)
N/A
Class PT1-49A March 2009
Class PT2-IO-50
(4)
(4)
N/A
Class PT1-50A April 2009
Class PT2-IO-51
(4)
(4)
N/A
Class PT1-51A May 2009
Class PT2-IO-52
(4)
(4)
N/A
Class PT1-52A June 2009
Class PT2-IO-53
(4)
(4)
N/A
Class PT1-53A July 2009
Class PT2-IO-54
(4)
(4)
N/A
Class PT1-54A August 2009
Class PT2-IO-55
(4)
(4)
N/A
Class PT1-55A September 2009
Class PT2-IO-56
(4)
(4)
N/A
Class PT1-56A October 2009
Class PT2-IO-57
(4)
(4)
N/A
Class PT1-57A November 2009
Class PT2-IO-58
(4)
(4)
N/A
Class PT1-58A December 2009
Class PT2-IO-59
(4)
(4)
N/A
Class PT1-59A January 2010
Class PT2-IO-60
(4)
(4)
N/A
Class PT1-60A
February
2010
Class PT2-IO-61
(4)
(4)
N/A
Class PT1-61A March 2010
Class PT2-R
(5)
$100.00
N/A
N/A
N/A
</TABLE>
------------
(1) For any Distribution Date
(and the related Interest Accrual Period), this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate equal
to the Pooling-Tier REMIC-1 WAC Rate.
(2) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests having an "A" in their class designation,
provided
that, on each Distribution Date on which interest is
distributable on the Corresponding Pooling-Tier REMIC-2 IO
Interest, this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate equal
to Swap LIBOR subject to a maximum rate equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests having an "A" in their class designation.
(3) For any Distribution Date
(and the related Interest Accrual Period) this
Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per
annum
rate (its
"Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
average of
the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1
Regular Interests having a "B" in their class designation.
(4) Each Pooling-Tier REMIC 2 IO
is an interest-only interest and does not
have a
principal balance. From the Closing Date through and including
the
Corresponding Crossover Distribution Date, each Pooling-Tier REMIC
2 IO
Interest
shall be entitled to receive interest that accrues on the
Corresponding Pooling-Tier REMIC-1 Regular Interest at a rate equal
to the
excess, if
any, of (i) the Pooling-Tier REMIC-1 Interest Rate for the
Corresponding Pooling-Tier REMIC-1 Regular Interest over (ii) Swap
LIBOR.
After the
Corresponding Crossover Distribution Date, the Pooling-Tier
REMIC 2 IO
Interest shall not accrue interest.
(5) The Class PT2-R Interest
shall not bear interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution
Date shall be distributed to the
Pooling-Tier REMIC 2 Regular Interests at
the Pooling-Tier REMIC-1 Interest
Rates shown above.
On each Distribution Date, Realized Losses and payments of
principal
in respect of the Mortgage Loans shall be
allocated to the Class R-1
Certificates in respect of the Class PT2-R
Interest pursuant to Section
4.02(a)(ii) until its Class Certificate
Balance is reduced to zero and then to
the outstanding Pooling-Tier REMIC-2
Regular Interests (other than the
Pooling-Tier REMIC 2 IO Interests) with the
lowest numerical denomination until
the Pooling-Tier REMIC 2 Principal Amount
of such interest is reduced to zero,
provided that, for Pooling-Tier REMIC 2
Regular Interests with the same
numerical denomination, such Realized
Losses and payments of principal shall be
allocated pro rata between such
Pooling-Tier REMIC-2 Regular Interests.
Lower-Tier REMIC
The Lower-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R
Interest, is hereby designated as a
regular interest in the Lower-Tier REMIC.
The Class LT-R Interest is hereby
designated as the sole class of residual
interest in the Lower-Tier REMIC and
shall be represented by the Class R-1
Certificates.
<TABLE>
<CAPTION>
Corresponding
Upper-Tier
Lower-Tier Regular
Lower-Tier
Initial Lower-Tier Principal
REMIC Regular
Interest
Interest Rate
Amount
Interest
------------------
---------------
----------------------------------------
---------------
<S>
<C>
<C>
<C>
Class LT-A-1
(1)
1/2 initial Class Certificate Balance of
A-1
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-2
(1)
1/2 initial Class Certificate Balance of
A-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-A-3
(1)
1/2 initial Class Certificate Balance of
A-3
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-1
(1)
1/2 initial Class Certificate Balance of
M-1
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-2
(1)
1/2 initial Class Certificate Balance of
M-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-M-3
(1)
1/2
initial Class Certificate Balance of
M-3
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-B-1
(1)
1/2 initial Class Certificate Balance of
B-1
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-B-2
(1)
1/2 initial Class Certificate Balance of
B-2
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-B-3
(1)
1/2 initial Class Certificate Balance of
B-3
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-B-4
(1)
1/2 initial Class Certificate Balance of
B-4
Corresponding Upper-Tier REMIC Regular
Interest
Class LT-Accrual
(1)
1/2 Pool Principal Balance plus 1/2
Overcollateralized Amount, less $100
Class LT-IO
(2)
(2)
N/A
Class LT-R
(3)
(3)
N/A
</TABLE>
-----------------------------
(1) The interest rate with
respect to any Distribution Date for these
interests
is a per annum variable rate equal to the weighted average of
the
Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular
Interests (other than the Pooling-Tier REMIC 2 IO Interests).
(2) This Lower-Tier Regular
Interest is an interest-only interest and does not
have a
Lower-Tier Principal Amount. On each Distribution Date, this
Lower-Tier
Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC 2 IO Interests.
(3) The Class LT-R Interest does
not have a principal amount or an interest
rate.
Each Lower-Tier Regular Interest is hereby designated as a
regular
interest in the Lower-Tier REMIC. The Class
LT-A-1, Class LT-A-2, Class LT-A-3,
Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-B-1, Class LT-B-2, Class
LT-B-3 and Class LT-B-4 Interests are
hereby designated the LT-Accretion
Directed Classes (the "LT-Accretion
Directed Classes").
On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable
as a reduction of the Lower-Tier
Principal Amount of the LT-Accretion
Directed Classes (each such Class will be
reduced by an amount equal to 50% of any
increase in the Overcollateralized
Amount that is attributable to a reduction
in the Class Certificate Balance of
its Corresponding Class) and shall be
accrued and added to the Lower-Tier
Principal Amount of the Class LT-Accrual
Interest. On each Distribution Date,
the increase in the Lower-Tier Principal
Amount of the Class LT-Accrual Interest
shall not exceed interest accruals for such
Distribution Date for the Class
LT-Accrual Interest. In the event that: (i)
50% of the increase in the
Overcollateralized Amount exceeds (ii)
interest accruals on the Class LT-Accrual
Interest for such Distribution Date, the
excess for such Distribution Date
(accumulated with all such excesses for all
prior Distribution Dates) will be
added to any increase in the
Overcollateralized Amount for purposes of
determining the amount of interest accrual
on the Class LT-Accrual Interest
payable as principal on the LT-Accretion
Directed Classes on the next
Distribution Date pursuant to the first
sentence of this paragraph. All payments
of scheduled principal and prepayments of
principal generated by the Mortgage
Loans and all Subsequent Recoveries
allocable to principal shall be allocated
(i) 50% to the Class LT-Accrual Interest
and (ii) 50% to the LT-Accretion
Directed Classes (such principal payments
and Subsequent Recoveries shall be
allocated among such LT-Accretion Directed
Classes in an amount equal to 50% of
the principal amounts and Subsequent
Recoveries allocated to their respective
Corresponding Classes), until paid in full.
Notwithstanding the above, principal
payments allocated to the Class X Interest
that result in the reduction in the
Overcollateralized Amount shall be
allocated to the Class LT-Accrual Interest
(until paid in full). Realized Losses shall
be applied so that after all
distributions have been made on each
Distribution Date (i) the Lower-Tier
Principal Amount of each of the
LT-Accretion Directed Classes is equal to 50% of
the Class Certificate Balance of their
Corresponding Class, and (ii) the Class
LT-Accrual Interest is equal to 50% of the
aggregate Stated Principal Balance of
the Mortgage Loans plus 50% of the
Overcollateralized Amount. Any increase in
the Class Certificate Balance of a Class of
Principal Certificates as result of
a Subsequent Recovery shall increase the
Lower-Tier Principal Amount of the
Corresponding Lower-Tier Regular Interest
by 50% of such increase, and the
remaining 50% of such increase shall
increase the Class LT-Accrual Interest.
Upper-Tier REMIC
The Upper-Tier REMIC shall issue the following interests, and
each
such interest, other than the Class UT-R
Interest, is hereby designated as a
regular interest in the Upper-Tier REMIC.
The Class UT-R Interest is hereby
designated as the sole class of residual
interests in the Upper-Tier REMIC and
shall be represented by the Class R-1
Certificates.
<TABLE>
<CAPTION>
Upper-Tier REMIC
Upper-Tier
Initial Principal
Corresponding Class
Interest
Interest Rate
Upper-Tier Amount
of Certificates
------------------------ -----------------
------------------------- ----------------------
<S>
<C>
<C>
<C>
Class A-1
(1)
$297,636,000
Class A-1
Class A-2
(1)
$169,463,000
Class A-2
Class A-3
(1)
$ 79,117,000
Class A-3
Class M-1
(1)
$ 49,720,000
Class M-1
Class M-2
(1)
$ 40,265,000
Class M-2
Class M-3
(1)
$ 11,555,000
Class M-3
Class B-1
(1)
$ 10,154,000
Class B-1
Class B-2
(1)
$ 8,403,000
Class B-2
Class B-3
(1)
$ 8,754,000
Class B-3
Class B-4
(1)
$ 9,804,000
Class B-4
Class IO
(2)
(2)
N/A
Class X
(3)
(3)
Class X
Class UT-R
(4)
(4)
Class R
</TABLE>
-------------
(1) For any Distribution Date
(and the related Interest Accrual Period) this
interest
shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the applicable WAC Cap) for the
Corresponding Class of Certificates and (ii) the Upper-Tier REMIC
WAC
Rate.
(2) This interest is an
interest-only interest and does not have a principal
balance.
On each Distribution Date, the Class IO Interest shall be
entitled
to receive all interest distributable on the Class LT-IO
Interest.
This interest shall be beneficially owned by the holders of the
Class X
Certificates and shall be held as an asset of the Supplemental
Interest Trust.
(3) The Class X Interest has an
initial principal balance of $15,406,120.96
but will
not accrue interest on such balance but will accrue interest on
a
notional
principal balance. As of any Distribution Date, the Class X
Interest shall have a
notional principal balance equal to the aggregate of
the
Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests
(other
than the Class LT-IO Interest) as of the first day of the
related
Interest
Accrual Period. With respect to any Interest Accrual Period,
the
Class X
Interest shall bear interest at a rate equal to the excess, if
any, of
the Upper-Tier REMIC WAC Rate over the product of (i) 2 and
(ii)
the
weighted average of the Lower-Tier Interest Rates of the
Lower-Tier
REMIC
Interests (other than the Class LT-IO Interest), where the
Lower-Tier
Interest Rate on the Class LT Accrual Interest is subject to a
cap equal
to zero and each LT Accretion Directed Class is subject to a
cap
equal to
the Upper-Tier Interest Rate on its Corresponding Class of
Upper-Tier
Regular Interest. With respect to any Distribution Date,
interest
that so accrues on the notional principal balance of the Class
X
Interest
shall be deferred in an amount equal to any increase in the
Overcollateralized Amount on such Distribution Date. Such
deferred
interest
shall not itself bear interest.
(4) The Class UT-R Interest does
not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower-Tier Interests for such Distribution
Date shall be deemed to be
distributed to the interest in the
Upper-Tier REMIC at the rates shown above,
provided that the Class IO Interest shall
be entitled to receive interest before
any other interest in the Upper-Tier
REMIC.
On each Distribution Date, all Realized Losses and all payments
of
principal shall be allocated to the
Upper-Tier Interests until the outstanding
principal balance of each such interest
equals the outstanding Class Certificate
Balance of the Corresponding Class of
Certificates as of such Distribution Date.
Certificates
Class Pass-Through
Class Certificate
Class Designation
Rate
Balance
-----------------------
------------------
---------------------
Class A-1(14)
(1)
$ 297,636,000
Class A-2(14)
(2)
$ 169,463,000
Class A-3(14)
(3)
$ 79,117,000
Class M-1(14)
(4)
$ 49,720,000
Class M-2(14)
(5)
$ 40,265,000
Class M-3(14)
(6)
$ 11,555,000
Class B-1(14)
(7)
$ 10,154,000
Class B-2(14)
(8)
$
8,403,000
Class B-3(13)
(9)
$
8,754,000
Class B-4(13)
(10)
$
9,804,000
Class X
(11)
0(11)
Class R-1
(12)
$100
Class R-2
(13)
$100
------------
(1) The Class A-1 Certificate
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
0.100%
(0.200% after the first possible Optional Termination Date) and
(2)
the WAC
Cap.
(2) The Class A-2 Certificate
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
0.200%
(0.400% after the first possible Optional Termination Date) and
(2)
the WAC
Cap.
(3) The Class A-3 Certificate
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
0.320%
(0.640% after the first possible Optional Termination Date) and
(2)
the WAC
Cap.
(4) The Class M-1 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 0.430%
(0.645%
after the first possible Optional Termination Date) and (2) the
WAC
Cap.
(5) The Class M-2 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 0.650%
(0.975%
after the first possible Optional Termination Date) and (2) the
WAC
Cap.
(6) The Class M-3 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 0.700%
(1.050%
after the first possible Optional Termination Date) and (2) the
WAC
Cap.
(7) The Class B-1 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 1.180%
(1.770%
after the first possible Optional Termination Date) and (2) the
WAC
Cap.
(8) The Class B-2 Certificates
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) LIBOR plus 1.250%
(1.875%
after the first possible Optional Termination Date) and (2) the
WAC
Cap.
(9) The Class B-3 Certificate
will bear interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) One-Month LIBOR
plus
1.900%
(2.850% after the first possible Optional Termination Date) and
(2)
the WAC
Cap.
(10) The Class B-4 Interest will bear
interest during each Interest Accrual
Period at
a per annum rate equal to the lesser of (1) 6.000% (6.500%
after
the first
possible Optional Termination Date) and (2) the WAC Cap.
(11) The Class X Certificates will
represent beneficial ownership of (i) the
Class X
Interest, (ii) the Class IO Interest, (iii) the right to
receive
Class IO
Shortfalls, (iv) amounts in the Supplemental Interest Trust,
including
the Interest Rate Swap Agreement subject to the obligation to
pay Net
Swap Payments and Upper-Tier Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts and (v) amounts in
the
Excess
Reserve Fund Account, subject to the obligation to make
payments
from the
Excess Reserve Fund Account in respect of Upper-Tier Carry
Forward
Amounts and, without duplication, Basis Risk Carry Forward
Amounts.
For federal income tax purposes, the Trustee will treat a Class
X
Certificateholder's obligation to make payments of Basis Risk
Carry
Forward
Amounts and, without duplication, Upper-Tier Carry Forward
Amounts
to the
Principal Certificates from the Excess Reserve Fund Account and
the
Supplemental Interest Trust as payments made pursuant to an
interest rate
cap
contract written by the Class X Certificateholders in favor of
each
Class of
Principal Certificates. Such rights of the Class X
Certificateholders and Principal Certificateholders shall be
treated as
held in a
portion of the Trust Fund that is treated as a grantor trust
under
subpart E, Part I of subchapter J of the Code.
(12) The Class R-1 Certificates do not
have an interest rate. The Class R-1
Certificates represent ownership of the Class PT2-R Interest, the
Class
LT-R
Lower-Tier Interest and the Class UT-R Interest.
(13) The Class R-2 Certificates do not
have an interest rate. The Class R-2
Certificates represent the residual interest in Pooling-Tier
REMIC-1.
(14) Each of these Certificates will
represent not only the ownership of the
Corresponding Class of Upper-Tier Regular Interest but also the
right to
receive
payments from the Excess Reserve Fund Account and the
Supplemental
Interest
Trust. Each of these Certificates will also be subject to the
obligation
to pay Class IO Shortfalls as described in Section 8.13. For
federal
income tax purposes, any amount distributed on the Principal
Certificates on any such Distribution Date in excess of the
amount
distributable on their Corresponding Class of Upper-Tier Regular
Interest
on such
Distribution Date shall be treated as having been paid from the
Excess
Reserve Fund Account or the Supplemental Interest Trust, as
applicable, and any amount distributable on such Corresponding
Class of
Upper-Tier
Regular Interest on such Distribution Date in excess of the
amount
distributable on Principal Certificates on such Distribution
Date
shall be
treated as having been paid to the Supplemental Interest Trust,
all
pursuant to, and as further provided in, Section 8.13. The
Trustee
will treat
a Principal Certificateholder's right to receive payments from
the Excess
Reserve Fund Account and the Supplemental Interest Trust as
payments
made pursuant to an interest rate cap contract written by the
Class X
Certificateholders.
The minimum denomination for the Principal 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 Class of Residual
Certificates $100, representing a
100% Percentage Interest in the related
Class, (b) the Class P Certificates will
be a 1% Percentage Interest in such Class
and (c) the Class X Certificates will
be a 1% Percentage Interest in such
Class.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates...... All Classes
of Certificates other than the
Physical Certificates.
Class A Certificates......... Class A-1,
Class A-2 and Class A-3 Certificates.
Class R Certificates......... The Class R-1
and Class R-2 Certificates.
Class B Certificates......... Class B-1,
Class B-2, Class B-3 and Class B-4
Certificates.
Class M Certificates......... Class M-1,
Class M-2 and Class M-3 Certificates.
Delay Certificates........... The Fixed
Rate Certificates.
ERISA-Restricted
Certificates............... Class
R Certificates, Class P Certificates and
Class X Certificates; and any Certificate with a
rating below the lowest applicable permitted
rating under the Underwriters' Exemption.
Fixed Rate Certificates...... Class B-4
Certificates.
LIBOR Certificates........... The Class
A-1, Class A-2, Class A-3, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 Certificates.
Non-Delay Certificates....... LIBOR
Certificates.
Offered Certificates......... All Classes
of Certificates other than the Private
Certificates.
Physical Certificates........ Class P
Certificates, Class X Certificates and
Class R Certificates.
Principal Certificates....... Fixed Rate
Certificates and LIBOR Certificates.
Private Certificates......... Class P
Certificates and Class X Certificates.
Rating Agencies.............. Standard
& Poor's and Moody's.
Regular Certificates......... All Classes
of Certificates other than the Class P
Certificates and Class R Certificates.
Residual Certificates........ Class R-1 and
Class R-2 Certificates.
Subordinated Certificates.... Class M-1,
Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class B-4 Certificates.
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: (a) With respect to any Mortgage
Loan
serviced by Countrywide, those mortgage
servicing practices set forth in Section
3.01 of this Agreement; and (b) with
respect to any Mortgage Loan serviced by
JPMorgan, the servicing and administration
of such Mortgage Loan (i) in the same
manner in which, and with the same care,
skill, prudence and diligence with
which JPMorgan generally services and
administers similar mortgage loans with
similar mortgagors (A) for other third
parties, giving due consideration to
customary and usual standards of practice
of prudent institutional residential
mortgage lenders servicing their own
mortgage loans or (B) held in JPMorgan's
own portfolio, whichever standard is
higher, and (ii) in accordance with
applicable local, state and federal laws,
rules and regulations.
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.
Accredited: Accredited Home Lenders, Inc., a California
corporation,
and its successors in interest.
Accredited Mortgage Loan: Each Mortgage Loan purchased by the
Purchaser pursuant to the Accredited
Purchase Agreement and identified as an
"Accredited Mortgage Loan" on the Mortgage
Loan Schedule.
Accredited Purchase Agreement: The Flow Mortgage Loan Purchase
and
Warranties Agreement, dated as of August 1,
2003, by and between Accredited and
the Purchaser, solely insofar as the
Accredited Purchase Agreement relates to
the Accredited Mortgage Loans.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of
Principal 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.
Acoustic: Acoustic Home Loans, LLC, a Delaware limited
liability
company, and its successors in
interest.
Acoustic Mortgage Loan: Each Mortgage Loan purchased by the
Purchaser pursuant to an Acoustic Purchase
Agreement and identified as an
"Acoustic Mortgage Loan" on the Mortgage
Loan Schedule.
Acoustic Purchase Agreement: The Flow Mortgage Loan Purchase
and
Warranties Agreement, dated as of November
1, 2004, by and between Acoustic and
the Purchaser, solely insofar as the
Acoustic Purchase Agreement relates to the
Acoustic Mortgage Loans.
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan
purchased pursuant to the Purchase
Agreements.
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 Reimbursement Amounts: As defined in Section 10.07.
Advancing Person: The Person to whom any 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.
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.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate
Class Certificate Balance of the
Principal Certificates after distributions
of principal on such Distribution
Date exceeds the aggregate Stated Principal
Balance of the Mortgage Loans for
such Distribution Date.
Appraised Value: (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 sale 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 applicable 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 applicable Servicer
in connection therewith (excluding
Prepayment Premiums); (iv) all amounts
received with respect to such Distribution
Date as the Substitution Adjustment
Amount or Repurchase Price in respect of a
Deleted Mortgage Loan substituted for
or a Mortgage Loan repurchased by the
Purchaser as of such Distribution Date;
(v) any Net Swap Receipts for such
Distribution Date; and (vi) 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
Servicers, 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
Principal Certificates, as of any
Distribution Date, the sum of (A) if on such
Distribution Date the Pass-Through Rate for
any Class of Principal Certificates
is based upon the WAC Cap, the excess, if
any, of (i) the amount of interest
such Class of Principal Certificates would
otherwise be entitled to receive on
such Distribution Date had such
Pass-Through Rate not been subject to the WAC
Cap, over (ii) the amount of interest
payable on such Class of Certificates on
such Distribution Date taking into account
the WAC Cap and (B) the Basis Risk
Carry Forward Amount for such Class of
Principal 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 Principal
Certificates for such Distribution Date,
without giving effect to the WAC Cap.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the
Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class X
Distributable Amount (prior to any
reduction for Basis Risk Payments from the
Excess Reserve Fund Account or any
Defaulted Swap Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan
institutions, in (a) the States of New
York, New Jersey, Arizona, Texas and
California, (b) the State in which a
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 Principal
Certificates or Residual 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 in
the case of any Subordinated
Certificates, and reduced by the amount of
any Applied Realized Loss Amounts
previously allocated to such Class of
Subordinated Certificates; provided,
however, that immediately following the
Distribution Date on which a Subsequent
Recovery is distributed, the Class
Certificate Balances of any Class or Classes
of Certificates that have been previously
reduced by Applied Realized Loss
Amounts will be increased, in order of
seniority, by the amount of the
Subsequent Recovery distributed on such
Distribution Date (up to the amount of
Applied Realized Loss Amounts allocated to
such Class or Classes). The Class X
and Class P Certificates have no
Certificate Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Book-Entry Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register,
except that, solely for the purpose
of giving any consent pursuant to this
Agreement, any Certificate registered in
the name of the Depositor or any affiliate
of the Depositor shall be deemed not
to be Outstanding and the Percentage
Interest evidenced thereby shall not be
taken into account in determining whether
the requisite amount of Percentage
Interests necessary to effect such consent
has been obtained; provided, however,
that if any such Person (including the
Depositor) owns 100% of the Percentage
Interests evidenced by a Class of
Certificates, such Certificates shall be
deemed to be Outstanding for purposes of
any provision hereof that requires the
consent of the Holders of Certificates of a
particular Class as a condition to
the taking of any action hereunder. The
Trustee is entitled to rely conclusively
on a certification of the Depositor or any
affiliate of the Depositor in
determining which Certificates are
registered in the name of an affiliate of the
Depositor.
Certification: As defined in Section 8.12(b).
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificates: As specified in the Preliminary
Statement.
Class A
Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
aggregate Class Certificate Balances of
the Class A Certificates immediately prior
to such Distribution Date over (ii)
the lesser of (A) 56.00% of the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date
and (B) the excess, if any, of the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date over the Overcollateralization
Floor.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."
Class A-2 Certificates: All Certificates bearing the class
designation of "Class A-2."
Class A-3 Certificates: All Certificates bearing the class
designation of "Class A-3."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 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 B-1 Certificates
immediately prior to such Distribution
Date, over (ii) the lesser of (A) the
product of (x) 87.90% 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 Certificates: All Certificates bearing the class
designation of "Class B-2."
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 B-1 Certificates (after
taking into account the distribution of the
Class B-1 Principal Distribution
Amount on such Distribution Date), and (F)
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) 90.30%
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-3 Certificates: All Certificates bearing the class
designation of "Class B-3."
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount 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 B-1 Certificates (after
taking into account the distribution of the
Class B-1 Principal Distribution
Amount on such Distribution Date), (F) the
Class Certificate Balance of the
Class B-2 Certificates (after taking into
account the distribution of the Class
B-2 Principal Distribution Amount on such
Distribution Date), and (G) the Class
Certificate Balance of the Class B-3
Certificates immediately prior to such
Distribution Date over (ii) the lesser of
(A) the product of (x) 92.80% 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-4 Certificates: All Certificates bearing the class
designation of "Class B-4."
Class B-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), (E) 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), (F) the
Class Certificate Balance of the
Class B-2 Certificates (after taking into
account the distribution of the Class
B-2 Principal Distribution Amount on such
Distribution Date), (G) the Class
Certificate Balance of the Class B-3
Certificates (after taking into account the
distribution of the Class B-3 Principal
Distribution Amount on such Distribution
Date), and (H) the Class Certificate
Balance of the Class B-4 Certificates
immediately prior to such Distribution
Date, over (ii) the lesser of (A) the
product of (x) 95.60% 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 Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the
Certificate Balances of all
Certificates of such Class as of such
date.
Class IO Interest: As specified in the Preliminary Statement.
Class IO Shortfalls: As defined in Section 8.13. For the
avoidance
of doubt, the Class IO Shortfall for any
Distribution Date shall equal the
amount payable to the Class X Certificates
in respect of amounts due to the Swap
Provider on such Distribution Date (other
than Defaulted Swap Termination
Payments) in excess of the amount payable
on the Class X Interest on such
Distribution Date, all as further provided
in Section 8.13.
Class LT-R Interest: The residual interest in the Lower-Tier
REMIC
as described in the Preliminary Statement
and the related footnote thereto.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the
sum of (A) the aggregate Class
Certificate Balances of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount 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) the
product of (x) 70.20% and (y) the aggregate
Stated Principal Balance of the
Mortgage Loans for such Distribution Date,
and (B) the excess, if any, of the
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) the product of (x) 81.70%
and (y) the aggregate Stated
Principal Balance of the Mortgage Loans for
such Distribution Date, and (B) the
excess, if any, of the 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) the product of (x) 85.00% 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 PTR-2 Interest: The residual interest in Pooling-Tier
REMIC-2
as described in the Preliminary Statement
and the related footnote thereto.
Class R Certificates: As defined in the Preliminary Statement.
Class R-1 Certificates: All Certificates bearing the class
designation of "Class R-1."
Class R-2 Certificates: All Certificates bearing the class
designation of "Class R-2."
Class UT-R Interest: The residual interest in the Upper-Tier
REMIC
as described in the Preliminary Statement
and the related footnote thereto.
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 as a Basis Risk Payment from the
Excess Reserve Fund Account or any
Defaulted Swap Termination Payment.
Class X Interest: The Upper-Tier Regular Interest represented by
the
Class X Certificates as specified and
described in the Preliminary Statement and
the related footnote thereto.
Closing Date: March 30, 2005.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Accounts: 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 to 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 Principal Prepayments during the
related Prepayment Period, and (b)
the Servicing Fee payable to the applicable
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.
Conduit Mortgage Loan: Each Mortgage Loan purchased by the
Purchaser
pursuant to its mortgage conduit program
and identified as a "Conduit Mortgage
Loan" on the Mortgage Loan Schedule.
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-GS05H2, facsimile no. (714)
247-6478 and which is the address to which
notices to and correspondence with
the Trustee should be directed.
Corresponding Class: The Class of interests in one Trust REMIC
created under this Agreement that
corresponds to the Class of interests in the
other Trust REMIC or to a Class of
Certificates in the manner set out below:
Lower-Tier
Upper-Tier
Corresponding
Class Designation
Regular Interest
Class of Certificates
---------------------- ----------------------
----------------------------
Class LT-A-1
Class A-1
Class A-1
Class LT-A-2
Class A-2
Class A-2
Class LT-A-3
Class A-3
Class A-3
Class LT-M-1
Class M-1
Class M-1
Class LT-M-2
Class M-2
Class M-2
Class LT-M-3
Class M-3
Class M-3
Class LT-B-1
Class B-1
Class B-1
Class LT-B-2
Class B-2
Class B-2
Class LT-B-3
Class B-3
Class B-3
Class LT-B-4
Class B-4
Class B-4
N/A
Class X
Class X
Corresponding Crossover Distribution Date: The Distribution Date
in
the month and year specified in the
Preliminary Statement corresponding to a
Pooling-Tier REMIC 2 IO Interest.
Corresponding Pooling-Tier REMIC 2 IO Interests: As described in
the
Preliminary Statement.
Countrywide: Countrywide Home Loans Servicing LP, a Texas
limited
partnership, and its successors in
interest.
Countrywide Serviced Mortgaged Loan: Each Mortgage Loan with
respect
to which Countrywide is listed as Servicer
on the Mortgage Loan Schedule.
Custodial File: With respect to each Mortgage Loan, any
Mortgage
Loan Document which is delivered to the
Trustee or the Custodian, as applicable,
or which at any time comes into the
possession of the Trustee or the Custodian,
as applicable.
Custodian: J.P. Morgan Trust Company, National Association, a
national banking association, and its
successors in interest.
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: With respect to each Mortgage Loan, 0.00125%
per
annum.
Cut-off Date: March 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 File: As defined in Section 4.03(e).
Data File Delivery Date: As defined in Section 4.03(e).
Data Tape Information: The information provided by the Original
Loan
Sellers or the applicable Servicer as of
the Cut-off Date to the Depositor
setting forth the following information
with respect to each Mortgage Loan: (1)
the applicable Original Loan Seller's
Mortgage Loan identifying number; (2) the
Mortgagor's name; (3) the street address of
the Mortgaged Property including the
city, state and zip code; (4) a code
indicating whether the 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
date of the purchase of the Mortgage Loan,
if applicable; (32) a code indicating
whether the Mortgage Loan is assumable;
(33) the Mortgage Interest Rate
adjustment period; (34) the Mortgage
Interest Rate floor; (35) the Mortgage
Interest Rate calculation method (i.e.,
30/360, simple interest, other); (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) whether the
Mortgage Loan is covered by PMI policy and
name of insurer; (44) with respect to
each MERS Designated Mortgage Loan, the
MERS identification number; (45) a code
indicating if a Mortgage Loan is or has had
a 30-Day Delinquency; (46) the
applicable Servicer; and (47) a code
indicating if the Mortgage Loan is an
Interest Only Mortgage Loan. 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.
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.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the
Swap Provider pursuant to the Interest
Rate Swap Agreement as a result of an Event
of Default (as defined in the
Interest Rate Swap Agreement) with respect
to which the Swap Provider is the
defaulting party or a Termination Event (as
defined in the Interest Rate Swap
Agreement) (other than Illegality or a Tax
Event that is not a Tax Event Upon
Merger (each as defined in the Interest
Rate Swap Agreement )) with respect to
which the Swap Provider is the sole
Affected Party (as defined in the Interest
Rate Swap Agreement).
Deficient
Valuation: With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a
court of competent jurisdiction in an
amount less than the then outstanding
principal balance of the Mortgage Loan,
which valuation results from a proceeding
initiated under the United States
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in
lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: As defined in Section 2.03(d).
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial
Certificate Balance of this Certificate" or
the Percentage Interest appearing on the
face thereof.
Depositor: GS Mortgage Securities Corp., a Delaware corporation,
and
its successors in interest.
Depository: The
initial Depository
shall be The Depository Trust
Company, the nominee of which is CEDE &
Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code
of the State of New York.
Depository Institution: Any depository institution or trust
company,
including the Trustee, that (a) is
incorporated under the laws of the United
States of America or any State thereof, (b)
is subject to supervision and
examination by federal or state banking
authorities and (c) has outstanding
unsecured commercial paper or other
short-term unsecured debt obligations that
are rated P-1 by Moody's, F1+ by Fitch and
A-1 by Standard & Poor's (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-HE2 Mortgage
Pass-Through Certificates, Series
2005-HE2." 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
April 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 the short-term unsecured
debt obligations of which (or, in the case
of a depository institution or trust
company that is a subsidiary of a holding
company, the short-term unsecured debt
obligations of such holding company) are
rated "A-1" by Standard & Poor's, "F-1"
by Fitch and "P-1" by Moody's (in each
case, to the extent they are designated
as Rating Agencies in the Preliminary
Statement) (and a comparable rating if
another Rating Agency is specified by the
Depositor by written notice to the
Servicers) at the time any amounts are held
on deposit therein, (ii) a trust
account or accounts maintained with a
federal or state chartered depository
institution or trust company 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.
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-HE2, Mortgage Pass-Through
Certificates, Series 2005-HE2." 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 the Depositor or the Purchaser, as
contemplated by this Agreement), a
determination made by the applicable
Servicer that all Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds
and other payments or recoveries
which the applicable Servicer, in its
reasonable good faith judgment, expects to
be finally recoverable in respect thereof
have been so recovered. The applicable
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 March
2035.
First Lien Mortgage Loan: Any Mortgage Loan secured by a first
lien
Mortgage on the related Mortgaged
Property.
First NLC: First NLC Financial Services, LLC, a Florida limited
liability company, and its successors in
interest.
First NLC Mortgage Loan: Each Mortgage Loan purchased by the
Purchaser pursuant to a First NLC Purchase
Agreement and identified as a "First
NLC Mortgage Loan" on the Mortgage Loan
Schedule.
First NLC Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement, dated as of March 25,
2004, as supplemented by that
certain letter dated as of March 25, 2004
and as amended by Amendment No. 1 to
Purchase Agreement, dated as of July 15,
2004, each by and between First NLC and
the Purchaser, solely insofar as the First
NLC Purchase Agreement relates to the
First NLC Mortgage Loans.
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-HE2, 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.
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.
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
Non-Delay
Certificates and each Corresponding Class
of Lower-Tier Regular Interests and
each Corresponding Class of Upper-Tier
Regular Interests 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. With respect to the Delay
Certificates, Corresponding Class of
Lower-Tier Regular Interests, each
Pooling-Tier Regular Interest and any
Distribution Date, the calendar month
immediately preceding the month in which
such Distribution Date occurs. For
purposes of computing interest accruals on
each Class of Non-Delay Certificates,
each Corresponding Class of Lower-Tier
Regular Interest and each Corresponding
Class of Upper-Tier Regular Interest, 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 each Class of Delay Certificates,
each Corresponding Lower-Tier Regular
Interest, 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 Swap
Agreement: The
interest rate swap
agreement,
dated as of March 29, 2005, between Goldman Sachs Capital
Markets, L.P. and
Goldman Sachs Mortgage Company.
Interest Remittance Amount: With respect to any Distribution
Date,
that portion of Available Funds
attributable to interest relating to the
Mortgage Loans.
Interim Servicing Agreement: Collectively, the Flow Interim
Servicing Agreement, dated as of October 1,
2004, between the Purchaser and
Acoustic relating to the Acoustic Mortgage
Loans, and the Interim Servicing
Agreement, dated as of November 1, 2004,
between the Purchaser and First NLC
relating to certain First NLC Mortgage
Loans.
Investment Account: As defined in Section 3.12(a).
Investor: With respect to each MERS Designated Mortgage Loan,
the
Person named on the MERS System as the
investor pursuant to the MERS Procedures
Manual.
JPMorgan: JPMorgan Chase Bank, National Association, a national
banking association, and its successors in
interest.
JPMorgan Serviced Mortgage Loan: Each Mortgage Loan with respect
to
which JPMorgan is listed as Servicer on the
Mortgage Loan Schedule.
Investor Based Exemption: Any of Prohibited Transaction Class
Exemption ("PTCE") 84-14 (for transactions
by independent "qualified
professional asset managers"), PTCE 91-38
(for transactions by bank collective
investment funds), PTCE 90-1 (for
transactions by insurance company pooled
separate accounts), PTCE 95-60 (for
transactions by insurance company general
accounts) or PTCE 96-23 (for transactions
effected by "in-house asset
managers"), or any comparable exemption
available under Similar Law.
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.
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 applicable 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.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan,
at
any time, the ratio (expressed as a
percentage) of the principal balance of the
Mortgage Loan as of the date of
determination, to the Appraisal Value of the
related Mortgaged Property.
London Business Day: Any day on which dealings in deposits of
United
States dollars are transacted in the London
interbank market.
Lower-Tier Interest Rate: As described in the Preliminary
Statement.
Lower-Tier Principal Amount: As described in the Preliminary
Statement.
Lower-Tier Regular Interest: Each of the Class LT-A-1, Class
LT-A-2,
Class LT-A-3, Class LT-M-1, Class LT-M-2,
Class LT-M-3, Class LT-B-1, Class
LT-B-2, Class LT-B-3, Class LT-B-4, Class
LT-IO and Class LT-Accrual Interests
as described in the Preliminary
Statement.
Lower-Tier REMIC: As described in the Preliminary Statement.
Majority Class X Certificateholder: The Holder or Holders of a
majority of the Percentage Interests in the
Class X Certificates.
Mandalay: United Pacific Mortgage Co. Inc., a California
general
partnership, d/b/a Mandalay Mortgage, and
its successors in interest.
Mandalay Mortgage Loan: Each Mortgage Loan purchased by the
Purchaser pursuant to a Mandalay Purchase
Agreement and identified as a
"Mandalay Mortgage Loan" on the Mortgage
Loan Schedule.
Mandalay Purchase Agreement: The Master Mortgage Loan Purchase
Agreement, dated as of December 6, 2004, by
and between Mandalay and the
Purchaser, solely insofar as the Mandalay
Purchase Agreement relates to the
Mandalay Mortgage Loans.
Market Value Change Report: A report setting forth changes in
property value of the Mortgaged Properties
in a format agreed upon by the
applicable Servicer and the Depositor.
MERS: As defined in Section 2.01.
MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
applicable Original Loan Seller 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 the
applicable Original Loan Seller, in
accordance with MERS Procedure Manual and
(b) the applicable Original Loan
Seller has designated or will designate the
Trust as the Investor on the MERS(R)
System.
MERS Procedure 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 Servicers, 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.
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 annexed
hereto
as Schedule I, such schedule setting forth
the following information with
respect to each Mortgage Loan as of the
Cut-off Date: (1) the applicable
Original Loan Seller's Mortgage Loan
identifying number; (2) the Mortgagor's
name; (3) the street address of the
Mortgaged Property including the city, state
and zip code; (4) a code indicating whether
the 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
date of the purchase of the Mortgage Loan,
if applicable; (32) a code indicating
whether the Mortgage Loan is assumable;
(33) the Mortgage Interest Rate
adjustment period; (34) the Mortgage
Interest Rate floor; (35) the Mortgage
Interest Rate calculation method (i.e.,
30/360, simple interest, other); (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) whether the
Mortgage Loan is covered by PMI policy and
name of insurer; (44) with respect to
each MERS Designated Mortgage Loan, the
MERS identification number; (45) a code
indicating if a Mortgage Loan is or has had
a 30 Day Delinquency; (46) whether
the Mortgage Loan is an Accredited Mortgage
Loan, an Acoustic Mortgage Loan, a
First NLC Mortgage Loan, a Mandalay
Mortgage Loan or a Conduit Mortgage Loan;
(47) the applicable Servicer for such
Mortgage Loan; (48) a code indicating if
the Mortgage Loan is an Interest Only
Mortgage Loan; and (49) a code indicating
whether such Mortgage Loan is a Home Loan.
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
subsection 4.02(a)(iii) (before giving
effect to distributions pursuant to such
subsection).
Net Prepayment Interest Shortfall: For any Distribution Date,
the
amount by which the sum of the Prepayment
Interest Shortfalls for such
Distribution Date exceeds the sum of the
Compensating Interest payments made
with respect to such Distribution Date.
Net Swap Payment: With respect to any Distribution Date, any
net
payment (other than a Swap Termination
Payment) made by the Trust to the Swap
Provider on the related Fixed Rate Payer
Payment Date (as defined in the
Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any
net
payment (other than a Swap Termination
Payment) made by the Swap Provider to the
Trust on the related Floating Rate Payer
Payment Date (as defined in the
Interest Rate Swap Agreement).
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
applicable 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 applicable 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.
Notice of Final Distribution: The notice to be provided pursuant
to
Section 9.02 to the effect that final
distribution on any of the Certificates
shall be made only upon presentation and
surrender thereof.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by an officer of
the
applicable Servicer with responsibility for
the servicing of the Mortgage Loans
required to be serviced by such Servicer
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 a 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
(unless otherwise stated in such Opinion of
Counsel) be an opinion of counsel
who (i) is in fact independent of such
Servicer of the Mortgage Loans, (ii) does
not have any material direct or indirect
financial interest in such Servicer of
the Mortgage Loans or in an affiliate of
either and (iii) is not connected with
such Servicer of the Mortgage Loans as an
officer, employee, director or person
performing similar functions.
Optional Termination Date: The date determined as follows:
(i) JPMorgan (at the direction of the Majority Class X
Certificateholder (as evidenced on the
Certificate Register)), pursuant to
Section 9.01, shall cause the Optional
Termination Date to occur on any
Distribution Date on which the aggregate
Stated Principal Balance of the
Mortgage Loans, as of the last day of the
related Due Period, is equal to 10% or
less of the Cut off Date Pool Principal
Balance (provided, that if the Depositor
or an Affiliate of the Depositor is one of
the Holders constituting such
majority, then there must be at least one
other unaffiliated Holder constituting
such majority and the Class X Certificates
held by such Holder, or unaffiliated
Holders in the aggregate, must represent at
least a 10% Percentage Interest in
the Class X Certificates); or
(ii) JPMorgan may cause the Optional Termination Date to occur
on
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 5% or
less of the Cut-off Date Pool Principal
Balance.
In the event that JPMorgan acting for its own account and/or
JPMorgan (at the direction of the Majority
Class X Certificateholder) have the
right to cause the Optional Termination
Date to occur at the same time, the
first Person to provide notice to exercise
such right will have the right to
purchase the Mortgage Loans.
Original Loan Sellers: With respect to each Accredited Mortgage
Loan, Accredited, with respect to each
Acoustic Mortgage Loan, Acoustic, with
respect to each First NLC Mortgage Loan,
First NLC, with respect to each
Mandalay Mortgage Loan, Mandalay and with
respect to each Conduit Mortgage Loan,
the Person who sold such Conduit Mortgage
Loan to the Purchaser.
Original Purchase Date: With respect to any Mortgage Loan, the
date
on which the applicable Original Loan
Seller sold such Mortgage Loan to the
Purchaser pursuant to the applicable
Purchase Agreement.
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 cancelled 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.
Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the
lesser of (a) the Excess
Overcollateralized Amount and (b) the Net
Monthly Excess Cash Flow.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial.
P&I Advance: As to any Mortgage Loan or REO Property, any
advance
made by the applicable 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.
Pass-Through Margin: With respect to each Class of LIBOR
Certificates, the following percentages:
Class A-1 Certificates, 0.100%; Class
A-2 Certificates, 0.200%; Class A-3
Certificates, 0.320%; Class M-1
Certificates, 0.430%; Class M-2
Certificates, 0.650%; Class M-3 Certificates,
0.700%; Class B-1 Certificates, 1.180%;
Class B-2 Certificates, 1.250% and Class
B-3 Certificates, 1.900%. On the first
possible Optional Termination Date, the
Pass-Through Margins shall increase to:
Class A-1 Certificates, 0.200%; Class
A-2 Certificates, 0.400%; Class A-3
Certificates, 0.640%; Class M-1
Certificates, 0.645%; Class M-2
Certificates, 0.975%; Class M-3 Certificates,
1.050%; Class B-1 Certificates, 1.770%;
Class B-2 Certificates, 1.875%; and
Class B-3 Certificates, 2.850%.
Pass-Through Rate: For each Class of Regular Certificates, each
Pooling-Tier REMIC-1 Regular Interest, each
Pooling-Tier REMIC 2 Regular
Interest, each Lower-Tier Regular Interest
and each Upper-Tier Regular Interest,
the per annum rate set forth or calculated
in the manner described in the
Preliminary Statement.
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 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 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 a 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 "P-1" by Moody's, "A-1+"
by
S&P
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.
For investments in the Distribution Account
(except during the Trustee Float
Period), only the obligations or securities
(or instruments which invest in the
obligations or securities) specified in
clause (i) above shall constitute
Permitted Investments.
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.
Pooling-Tier Interest Rate: As specified in the Preliminary
Statement.
Pooling-Tier REMIC-1: As described in the Preliminary
Statement.
Pooling-Tier REMIC-1 Interest Rate: As described in the
Preliminary
Statement.
Pooling-Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.
Pooling-Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.
Pooling-Tier REMIC-1 WAC Rate: With respect to the Mortgage Loans
as
of any Distribution Date, a per annum rate
equal to (a) the weighted average of
the Mortgage Interest Rates for each
Mortgage Loan (in each case, less than the
applicable Expense Fee Rate) then in effect
on the beginning of the related Due
Period on the Mortgage Loans, multiplied by
(b) 30 divided by the actual number
of days in the related Interest Accrual
Period.
Pooling-Tier REMIC-2: As described in the Preliminary
Statement.
Pooling-Tier REMIC-2 Interest Rate: As described in the
Preliminary
Statement.
Pooling-Tier REMIC 2 IO Interest: Any of the Pooling-Tier
REMIC-2
Regular Interests with the designation "IO"
in its name.
Pooling-Tier REMIC 2 Principal Amount: As described in the
Preliminary Statement.
Pooling-Tier REMIC 2 Regular Interest: As described in the
Preliminary Statement.
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 applicable
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 month in which
such Distribution Date occurs.
Prepayment Premium: Any prepayment premium, penalty or charge
collected by the applicable 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 Certificates: As specified in the Preliminary
Statement.
Principal Distribution Amount: For any Distribution Date, the sum
of
(i) the Basic Principal Distribution Amount
for such Distribution Date and (ii)
the Extra Principal Distribution Amount for
such Distribution Date.
Principal Prepayment: Any full or partial payment or other
recovery
of principal on a Mortgage Loan (including
upon liquidation of a Mortgage Loan)
which is received in advance of its
scheduled Due Date, excluding any Prepayment
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 applicable Servicer
on or prior to the related Determination
Date or advanced by the applicable
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
Servicers 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 March
24,
2005, relating to the Offered
Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A planned unit development.
Purchase Agreement: The Accredited Purchase Agreement, the
Acoustic
Purchase Agreement, the First NLC Purchase
Agreement, the Mandalay Purchase
Agreement or, with respect to any Conduit
Mortgage Loans, the Master Loan
Purchase Agreement by and between the
related Original Loan Seller and the
Purchaser, as applicable.
Purchaser: Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in
interest, as purchaser of the Mortgage Loans
under the Purchase Agreements.
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 Servicers.
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 related
Servicer in connection with the
liquidation of such Liquidated Mortgage
Loan and net of the amount of
unreimbursed Servicing Advances with
respect to such Liquidated Mortgage Loan.
Record Date: With respect to any Distribution Date, 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.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary
Statement.
Relief Act Interest Shortfall: With respect to any Distribution
Date
and any Mortgage Loan, any reduction in the
amount of interest collectible on
such Mortgage Loan for the most recently
ended Due Period as a result of the
application of the Servicemembers Civil
Relief Act, or any similar state
statutes.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment
conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1
of the Code, and related provisions,
and regulations promulgated thereunder, as
the foregoing may be in effect from
time to time as well as provisions of
applicable state laws.
Remittance Date: With respect to any Distribution Date, no
later
than 12:00 PM, Central Time on the Business
Day immediately preceding such
Distribution Date.
REO Disposition: The final sale by the applicable 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.
Representations and Warranties Agreement: The Representations
and
Warranties Agreement, dated as of March 30,
2005, by and between the Depositor
and the Purchaser, a copy of which is
attached hereto as Exhibit P.
Repurchase Price: With respect to any Mortgage Loan repurchased
by
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 (or, with
respect to any First NLC Mortgage Loan
repurchased by the Purchaser,
unreimbursed Servicing Advances reasonably
incurred by the applicable Servicer)
and (iv) all expenses incurred (or, with
respect to any First NLC Mortgage Loan
repurchased by the Purchaser, reasonably
incurred) by the applicable 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 applicable Servicer's
or Trustee's, as the case may be,
enforcement of the Purchaser's repurchase
obligations, as applicable, 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.
Request for Release: The Request for Release submitted by a
Servicer
to the Custodian or the Trustee, as
applicable, substantially in the form of
Exhibit J.
Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee, any
vice
president, any assistant vice president,
any assistant secretary, any assistant
treasurer, any associate or any other
officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers 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.
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, 56.00%.
Servicer: With respect to (i) each Accredited Mortgage Loan,
JPMorgan, (ii) each Acoustic Mortgage Loan,
Countrywide after the Servicing
Transfer Date, (iii) each First NLC
Mortgage Loan, Countrywide after the
Servicing Transfer Date with respect to
each Countrywide Serviced Mortgage Loan
and JPMorgan with respect to each JPMorgan
Serviced Mortgage Loan, and (iv) each
Mandalay Mortgage Loan and each Conduit
Mortgage Loan, Countrywide, and in any
case, if a successor servicer is appointed
hereunder, such successor servicer.
Prior to the Servicing Transfer Date,
"Servicer" shall mean Acoustic with
respect to the Acoustic Mortgage Loans, or
First NLC with respect to certain
First NLC Mortgage Loans previously
identified to the Trustee by the Depositor
or its designee.
Servicer Remittance Report: As defined in Section 4.03(d).
Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred
prior to, on, or after the Cut-off Date
by the applicable 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, (iv) the performance of its
obligations under Sections 3.01, 3.09, 3.13
and 3.15. Servicing Advances also
include any reasonable "out-of-pocket"
costs and expenses (including legal fees)
incurred by the applicable Servicer in
connection with executing and recording
instruments of satisfaction, deeds of
reconveyance or Assignments of Mortgage in
connection with any satisfaction or
foreclosures in respect of any Mortgage Loan
to the extent not recovered from the
Mortgagor or otherwise payable under this
Agreement and (v) obtaining or correcting
any legal documentation required to be
included in the Mortgage Files and
necessary for the applicable Servicer to
perform its obligations under this
Agreement. No Servicer shall be required to
make any Nonrecoverable Servicing
Advances.
Servicing Fee: With respect to each Servicer, each Mortgage
Loan
serviced by such Servicer 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 such
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
such 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 applicable 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 K
hereto.
Servicing Officer: Any officer of any 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 such Servicer on the Closing
Date pursuant to this Agreement, as
such list may from time to time be
amended.
Servicing Transfer Costs: All reasonable out-of-pocket costs
and
expenses incurred by the Trustee in
connection with the transfer of servicing
from a terminated Servicer, including,
without limitation, any such costs or
expenses associated with the complete
transfer of all servicing data and the
completion, correction or manipulation of
such servicing data as may be required
by the Trustee to correct any errors or
insufficiencies in the servicing data or
otherwise to enable the Trustee (or any
successor Servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans
properly and effectively.
Servicing Transfer Date: On or about April 1, 2005.
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 2.20% of the Cut-off Date
Pool Principal Balance. On and after
the Stepdown Date, an amount equal to 4.40%
of the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution Date, subject, until the
Class Certificate Balance of each Class of
Principal Certificates has been
reduced to zero, to a minimum amount equal
to the Overcollateralization Floor;
provided, however, that if, on any
Distribution Date, a Trigger Event has
occurred, the Specified Overcollateralized
Amount shall not be reduced to the
applicable percentage of the then current
aggregate Stated Principal Balance of
the Mortgage Loans until the Distribution
Date on which a Trigger Event is no
longer occurring; provided, further, that
when the Class Certificate Balance of
each Class of Principal Certificates has
been reduced to zero, the Specified
Overcollateralized Amount will thereafter
equal zero.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of
The McGraw-Hill Companies, Inc., 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-HE2, or such other
address as Standard & Poor's may
hereafter furnish to the Depositor, the
Servicers, the Custodian and the
Trustee.
Standard & Poor's Glossary: Version 5.6 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. 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 related
Servicer on or prior to the related
Determination Date or advanced by the
related 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
April 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 "Qualified Substitute Mortgage Loan"
as
that term is defined in the Representations
and Warranties Agreement.
Substitution Adjustment Amount: Any amount to be paid in
connection
with a Substitute Mortgage Loan pursuant to
fourth full paragraph of Section 3
of the Representations and Warranties
Agreement, and any additional amounts
required to be paid by the Purchaser in
connection with such a substitution.
Supplemental Interest Trust: The corpus of a trust created
pursuant
to Section 4.06 of this Agreement,
consisting of the Interest Rate Swap
Agreement, the Class IO Interest and the
right to receive Class IO Shortfalls,
subject to the obligation to pay amounts
specified in Section
4.06.
Swap LIBOR: With respect to any Distribution Date (and the
related
Interest Accrual Period), the product of
(i) USD-LIBOR-BBA (as used in the
Interest Swap Agreement), (ii) two, and
(iii) the quotient of (a) the actual
number of days in the Interest Accrual
Period for the Principal Certificates
divided by (b) 30.
Swap Provider: Goldman Sachs Mitsui Marine Derivative Products,
L.P., a Delaware limited partnership, and
its successors in interest.
Swap Termination Payment: Any payment payable by the Trust or
the
Swap Provider upon termination of the
Interest Rate Swap Agreement as a result
of an Event of Default (as defined in the
Interest Rate Swap Agreement) or a
Termination Event (as defined in the
Interest Rate Swap Agreement).
Tax
Matters Person: The Holder of the (i) Class R-2 and (ii) Class
R-1 Certificates designated as "tax matters
person" of (i) Pooling-Tier REMIC-1,
and (ii) Pooling-Tier REMIC 2, the
Lower-Tier REMIC and the Upper-Tier REMIC,
respectively, in the manner provided under
Treasury Regulations Section
1.860F-4(d) and Treasury Regulations
Section 301.6231(a)(7)-1.
Tax Service Contract: As defined in Section 3.09(a).
Telerate Page 3750: The display page currently so designated on
the
Bridge Telerate Service (or such other page
as may replace that page on that
service for displaying comparable rates or
prices).
Termination Price: As defined in Section 9.01.
30 Day Delinquency: The failure of the Mortgagor to make any
Scheduled Payment due under the Mortgage
Note on or prior to the date which is
30 days after such payment's Due Date.
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 Servicers on or prior to
the related Determination Date or
advanced by the Servicers for the related
Remittance Date (net of Expense Fees)
and plus any Net Swap Receipts and less any
Net Swap Payments for such
Distribution Date, over (ii) the sum of the
interest payable to the Principal
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 36.00% 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:
Distribution Date Occurring In Loss
Percentage
------------------------------
---------------
April 2008
through March 2009
3.750% for the first month, plus an
additional 1/12th of 2.000% for
each month thereafter (e.g.,
approximately 3.917% in May 2008)
