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EXHIBIT 4.5.1 MASTER SERVICING and TRUST AGREEMENT

Servicing Agreement

EXHIBIT 4.5.1 MASTER SERVICING and 
TRUST AGREEMENT | Document Parties: GS MORTGAGE SECURITIES CORP | U.S. BANK NATIONAL ASSOCIATION | WELLS FARGO BANK, N.A | JPMORGAN CHASE BANK, N.A You are currently viewing:
This Servicing Agreement involves

GS MORTGAGE SECURITIES CORP | U.S. BANK NATIONAL ASSOCIATION | WELLS FARGO BANK, N.A | JPMORGAN CHASE BANK, N.A

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Title: EXHIBIT 4.5.1 MASTER SERVICING and TRUST AGREEMENT
Governing Law: New York     Date: 1/19/2006

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EXECUTION

 

 

 

 

 

GSR MORTGAGE LOAN TRUST 2005-9F

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2005-9F

 

MASTER SERVICING

and

TRUST AGREEMENT

among

GS MORTGAGE SECURITIES CORP.,

as Depositor

 

 

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 

 

WELLS FARGO BANK, N.A.,

as Master Servicer and Securities Administrator

 

and

 

JPMORGAN CHASE BANK, N.A.,

as Custodian

Dated as of

December 1, 2005





 

TABLE OF CONTENTS

Page

 

ARTICLE I DEFINITIONS

1

Section 1.01

Standard Terms.

1

Section 1.02

Defined Terms.

2

ARTICLE II FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS

26

Section 2.01

Conveyance to the Trustee.

26

Section 2.02

Acceptance by the Trustee and Securities Administrator.

28

Section 2.03

REMIC Elections and REMIC Interests Designations.

28

ARTICLE III REMITTING TO CERTIFICATEHOLDERS

37

Section 3.01

Distributions to Certificateholders.

37

Section 3.02

Allocation of Realized Losses and Shortfalls.

44

Section 3.03

The Separate Interest Trust.

47

Section 3.04

Basis Risk Reserve Fund.

47

Section 3.05

The Interest Rate Cap Agreement.

48

ARTICLE IV THE SECURITIES

49

Section 4.01

The Certificates.

49

Section 4.02

Denominations.

50

Section 4.03

Redemption of Certificates.

50

Section 4.04

Securities Laws Restrictions.

51

ARTICLE V MISCELLANEOUS PROVISIONS

52

Section 5.01

Request for Opinions.

52

Section 5.02

Schedules and Exhibits.

52

Section 5.03

Governing Law.

53

Section 5.04

Counterparts.

53

Section 5.05

Notices.

53

ARTICLE VI ADMINISTRATION OF THE UNDERLYING MBS

55

Section 6.01

Defaults by the Underlying Trust

55

Section 6.02

Securities Account

55




SCHEDULES AND EXHIBITS

 

Schedule I

Mortgage Loans

 

Schedule II

Master Loan Purchase Agreements related to the Mortgage Loans acquired through the Conduit Program

 

Schedule III

PAC Scheduled Amounts

 

Schedule IV

The Underlying MBS

 

Exhibit A

Forms of Certificates

 

Exhibit B

Available Combinations

 

 




MASTER SERVICING AND TRUST AGREEMENT

THIS MASTER SERVICING AND TRUST AGREEMENT (this “ Trust Agreement ”), dated as of December 1, 2005, is hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “ Depositor ”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “ Trustee ”), JPMORGAN CHASE BANK, N.A., as custodian (the “ Custodian ”), and WELLS FARGO BANK, N.A., as securities administrator (in such capacity, the “ Securities Administrator ”) and master servicer (in such capacity, the “ Master Servicer ”),.  All of the provisions of the Standard Terms to Master Servicing and Trust Agreement (December 2005 Edition) (the “Standard Terms”), unless otherwise specified herein, are hereby incorporated herein by reference and shall be a part of this Trust Agreement as if set forth herein in full.

PRELIMINARY STATEMENT

The Board of Directors of the Depositor has duly authorized the formation of GSR Mortgage Loan Trust 2005-9F as a trust (the “ Trust ”) to issue a series of securities with an aggregate initial outstanding principal balance of $848,342,363 to be known as the Mortgage Pass-Through Certificates, Series 2005-9F (the “ Certificates ”).  The Trust is formed by this Trust Agreement.  The Certificates in the aggregate evidence the entire beneficial ownership in the Trust.  The Certificates consist of the Classes set forth herein.  

Pursuant to Section 12.01 of the Standard Terms, the Securities Administrator, on behalf of the Trustee, shall make an election to treat all of the Trust Estate (exclusive of the Separate Interest Trust) as five real estate mortgage investment conduits (each, a “ REMIC ” and, individually, “ REMIC LT1 ,” “ REMIC LT2 ,” “ REMIC LT3 ,” “ REMIC MT ” and “ REMIC UT ”) for federal income tax purposes.  The “startup day” of each REMIC for purposes of the REMIC Provisions is the Closing Date.

For purposes of naming the REMIC Interests and the Certificates, the first character (“1,” “2,” “3,” “4,” “5,” “6” or “7”), if any, refers to the Collateral Group; the second character (“A” or “B”), if any, refers to the status of the interest (“A” for senior or “B” for subordinate) and the final character (“1,” “2,” “3,” “4,” “5,” “6,” “7,” “8,” “9,” “10,” “11,” “12,” “13,” “14,” “15,” “16,” “P,” “R” or “X”) refers to the specific Class.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties hereinafter set forth, the Depositor, the Trustee, the Securities Administrator, the Custodian and the Master Servicer agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01

Standard Terms.

The Depositor, the Trustee, the Securities Administrator, the Custodian and the Master Servicer acknowledge that the Standard Terms prescribe certain obligations of each such entity with respect to the Certificates.  The Depositor, the Trustee, the Securities Administrator, the Custodian and the Master Servicer agree to observe and perform such prescribed duties, responsibilities and obligations, pursuant to the terms and conditions thereof and of this Trust Agreement, and acknowledge that, except to the extent inconsistent with the provisions of this Trust Agreement, the Standard Terms are and shall be a part of this Trust Agreement to the same extent as if set forth herein in full.

Section 1.02

Defined Terms.

Capitalized terms used but not defined herein shall have the respective meanings assigned to them in Section 1.01 of the Standard Terms or in the applicable Sale and Servicing Agreement.  In the event of a conflict between the Standard Terms and the applicable Sale and Servicing Agreement, such Sale and Servicing Agreement shall govern.  In the event of a conflict between the Standard Terms and this Trust Agreement, this Trust Agreement shall govern. In addition, the following provisions shall govern the defined terms set forth below for this Trust Agreement:

1A-1 Group ”:  The Class 1A-8, Class 1A-9, Class 1A-10, Class 1A-12, Class 1A-13, Class 1A-14 and Class 1A-15 Certificates.

 

1A-6 Group ”:  The Class 1A-8, Class 1A-9 and Class 1A-10 Certificates.

 

1A-7 Group ”:  The Class 1A-8 and Class 1A-9 Certificates.

 

1A-7 Group Priority ”:  Sequentially, to the Class 1A-8 and Class 1A-9 Certificates, in that order.

 

1A-11 Group ”:  The Class 1A-12 and Class 1A-13 Certificates.

 

1A-11 Group Priority ”:  Sequentially, to the Class 1A-12 and Class 1A-13 Certificates, in that order.

 

2A-1 Group ”:  The Class 2A-2, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7 and Class 2A-8 Certificates.

 

2A-3 Group ”:  The Class 2A-4 and Class 2A-5 Certificates.

 

2A-3 Group Priority ”:  Sequentially, to the Class 2A-4 and Class 2A5 Certificates, in that order.

 

3A-3 Group ”:  The Class 3A-1 and Class 3A-2 Certificates.

 

Accrual Certificates ”:  Any Class 1A-13 or Class 2A-5 Certificates.

 

Accrued Certificate Interest ”:  Interest to be distributed to each Class of Certificates on any Distribution Date consisting of the sum of (i) interest accrued during the related Interest Accrual Period at the applicable Certificate Rate for such Class of Certificates on the Certificate Balance (or Notional Amount) of such Class of Certificates immediately preceding such Distribution Date and (ii) accrued but unpaid Accrued Certificate Interest from prior Distribution Dates (on a cumulative basis, but without interest on such unpaid Accrued Certificate Interest).  

Aggregate Subordinate Percentage “:  For any Certificate Group at any time, the sum of the Class Principal Balances of the related Subordinate Certificates divided by the sum of the outstanding principal balances for all the Mortgage Loans in the related Collateral Groups (other than the Applicable Fractions thereof allocable to the related class of Class A-P Certificates).  

Applicable Fraction ”: For each Mortgage Loan and REMIC I-1, shall be calculated as follows:  

·

For Collateral Group 1-P and each Group 1 Discount Loan:

 

5.50% minus the Net Rate on such Discount Loan

5.50%;

 

·

For Collateral Group 1 and each Group 1 Discount Loan:

the Net Rate on such Discount Loan

5.50%;

 

·

For Collateral Group 1 and each Mortgage Loan in Loan Group 1 with a Net Rate greater than or equal to 5.50% per annum, but less than 6.00% per annum:

 

6.00% minus the Net Rate on such Mortgage Loan

0.50%

 

 

·

For Collateral Group 2 and each Mortgage Loan in Loan Group 1 with a Net Rate greater than or equal to 5.50% per annum, but less than 6.00% per annum:

 

1 minus é 6.00% minus the Net Rate on such Mortgage Loan ù

    ë                                 0.50%                                         û

·

For Collateral Group 2 and each Mortgage Loan in Loan Group 1 with a Net Rate greater than or equal to 6.00% per annum, but less than 7.50% per annum:

 

 

7.50% minus the Net Rate on such Mortgage Loan

1.50%

 

·

For Collateral Group 3 and each Mortgage Loan in Loan Group 1 with a Net Rate greater than or equal to 6.00% per annum, but less than 7.50% per annum:

 

1 minus é 7.50% minus the Net Rate on such Mortgage Loan ù

       ë                                 1.50%                                        û

·

For Collateral Group 2-P and each Group 2 Discount Loan:

 

5.50% minus the Net Rate on such Discount Loan

5.50%;

 

·

For Collateral Group 4 and each Group 2 Discount Loan:

 

the Net Rate on such Discount Loan

5.50%;

 

 

·

For Collateral Group 4 and each Mortgage Loan in Loan Group 2 with a Net Rate greater than or equal to 5.50% per annum, but less than 6.00% per annum:

 

6.00% minus the Net Rate on such Mortgage Loan

0.50%;

 

·

For Collateral Group 5 and each Mortgage Loan in Loan Group 2 with a Net Rate greater than or equal to 5.50% per annum, but less than 6.00% per annum:

 

1 minus é 6.00% minus the Net Rate on such Mortgage Loan ù

      ë                                      0.50%                                  û

·

For Collateral Group 5 and each Mortgage Loan in Loan Group 2 with a Net Rate greater than or equal to 6.00% per annum, but less than 6.50% per annum:

 

6.50% minus the Net Rate on such Mortgage Loan

0.50%;

 

·

For Collateral Group 6 and each Mortgage Loan in Loan Group 2 with a Net Rate greater than or equal to 6.00% per annum, but less than 6.50% per annum:

 

1 minus é 6.50% minus the Net Rate on such Mortgage Loan ù

      ë                                      0.50%                                  û

·

For Collateral Group 3 and each Mortgage Loan in Loan Group 1 with a Net Rate greater than or equal to 7.50%, 100%.

·

For Collateral Group 6 and each Mortgage Loan in Loan Group 2 with a Net Rate greater than or equal to 6.50%, 100%.

A-P Principal Distribution Amount “:  For each of Collateral Group 1-P and Collateral Group 2-P and any Distribution Date, the sum of:

(1)

the Applicable Fractions for the related Class A-P Certificates of items (1), (2) and (3) of the definition of Principal Payment Amount;

(2)

the Applicable Fractions for the related Class A-P Certificates of all Payoffs and Curtailments for each Mortgage Loan contributing to the related Collateral Group that were received during the preceding calendar month or received during the period beginning on and including the second day of the preceding calendar month and ending on and including the first day of the then current calendar month (as provided in the applicable Servicing Agreement); and

(3)

the Applicable Fractions for the related Class A-P Certificates of the principal portion of the Liquidation Principal for each Liquidated Mortgage Loan contributing to the related Collateral Group.

Apportioned Principal Balance ”:  For any Class of Subordinate Certificates and any Distribution Date, the Class Principal Balance of such Class immediately prior to such Distribution Date multiplied by a fraction, the numerator of which is the related Group Subordinate Amount for such date and the denominator of which is the sum of the Group Subordinate Amounts for all of the related Collateral Groups for such date.

Assignment Agreements ”:  (i) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among GSMC, the Depositor and Countrywide Home Loans Servicing LP (“Countrywide Servicing”), as servicer, (ii) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among GSMC, the Depositor and Countrywide Home Loans, Inc. (“Countrywide”), as seller, (iii) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among GSMC, the Depositor and GMAC Mortgage Corporation (“GMAC”), as seller and servicer, (iv) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among GSMC, the Depositor and IndyMac Bank, F.S.B. (“IndyMac”), as seller and servicer; (v) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among GSMC, the Depositor and PHH Mortgage Corporation (“PHH”), as servicer; (viii) the conduit Assignment, Assumption and Recognition Agreement dated as of December 29, 2005, by and among GSMC, the Depositor and Countrywide Servicing; (ix) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among the Depositor, the Trustee, Countrywide and Countrywide Servicing, and as acknowledged by the Master Servicer; (x) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among the Depositor, the Trustee and GMAC, and as acknowledged by the Master Servicer; (xi) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among the Depositor, the Trustee and IndyMac, and as acknowledged by the Master Servicer; (xii) the Assignment, Assumption and Recognition Agreement dated as of December 1, 2005, by and among the Depositor, the Trustee and PHH, and as acknowledged by the Master Servicer; and (xiii) the Conduit Assignment, Assumption and Recognition Agreement dated as of December 29, 2005 between the Depositor and the Trustee and as acknowledged by the Master Servicer.

Available Distribution Amount ”:  For any Distribution Date and any Collateral Group (other than Collateral Group 7), the sum of the Applicable Fractions for each Mortgage Loan contributing to such Collateral Group of the following amounts:

(1)

the total amount of all cash received from or on behalf of the Mortgagors or advanced by the applicable Servicer (or the Master Servicer, its Successor Servicer, in the event the applicable Servicer fails to make such required advances, or by the Trustee in the event the Master Servicer fails to make any such required advances, in each case pursuant to Section 3.05 of the Standard Terms) on the Mortgage Loans contributing to such Collateral Group and not previously distributed (including P&I Advances made by such Servicer (or by the Master Servicer in the event the applicable Servicer fails to make such required advances, or by the Trustee in the event the Master Servicer fails to make any such required advances, in each case pursuant to Section 3.05 of the Standard Terms), Compensating Interest Payments made by such Servicer (or the Master Servicer or other successor servicer, as the case may be) and proceeds of Mortgage Loans that are liquidated), except:

(a)

all Scheduled Payments collected but due on a Due Date after such Distribution Date;

(b)

all Curtailments received after the previous calendar month;

(c)

all Payoffs received after the previous calendar month (together with each interest payment received with such Payoffs to the extent that it represents the payment of interest accrued on the Mortgage Loans contributing to such Collateral Group for the period after the previous calendar month) (together with each interest payment received with such Payoffs to the extent that it represents the payment of interest accrued on the Mortgage Loans contributing to such Collateral Group for the period after the first day of the current calendar month);

(d)

Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds received on the Mortgage Loans contributing to such Collateral Group after the previous calendar month;

(e)

all amounts in the Certificate Account from Mortgage Loans contributing to such Collateral Group that are then due and payable to the applicable Servicer under the related Sale and Servicing Agreement;

(f)

the Servicing Fee and the Master Servicing Fee for each Mortgage Loan in such Group, net of any amounts payable as compensating interest by the applicable Servicer on that Distribution Date;

(g)

any amounts payable in respect of any primary mortgage insurance policy;

(h)

all related indemnification amounts and other amounts reimbursable on such Distribution Date to the Securities Administrator or the Trustee or the Master Servicer under the Trust Agreement or any related document;

(i)

all expenses of the Trust Estate paid after the immediately preceding Distribution Date; and

(j)

any Fair Market Value Excess remaining after the optional termination of the Trust Estate pursuant to Section 4.03; and

(2)

the total amount of any cash received by the Securities Administrator or the applicable Servicer (or the Master Servicer) from the repurchase by the applicable Loan Seller of any Mortgage Loans contributing to such Collateral Group as a result of defective documentation or breach of representations and warranties (provided that the obligation to repurchase arose before the related Due Date); provided further that the Available Distribution Amount for REMIC MT shall be the amounts distributed by REMIC LT1, REMIC LT2 and REMIC LT3 and the Available Distribution Amount for REMIC UT shall be the amounts distributed by REMIC MT.

provided that interest with respect to any Mortgage Loan that relates to two Collateral Groups shall be included in the Available Distribution Amount for each related Collateral Group as follows: first, to the Collateral Group with the lower Effective Net Rate, interest to the extent accrued on the Applicable Fraction of the principal of such Mortgage Loan at the Effective Net Rate for such Collateral Group; and second, to the other Collateral Group related to such Mortgage Loan.

The “Available Distribution Amount” for Collateral Group 7 and any Class 7 Distribution Date shall be equal to the aggregate of all previously undistributed amounts received by the Securities Administrator on or prior to such Class 7 Distribution Date as distributions on the Underlying MBS as reduced by all related indemnification amounts and other related amounts reimbursable on such Class 7 Distribution Date to the Securities Administrator or the Trustee.

1-B Average Rate ”:  For each Distribution Date, an annual rate equal to the weighted average of the Designated Rates applicable to Collateral Group 1, Collateral Group 2 and Collateral Group 3, weighted on the basis of the Group Subordinate Amounts for such Collateral Groups.

2-B Average Rate ”:  For each Distribution Date, an annual rate equal to the weighted average of the Designated Rates applicable to Collateral Group 4, Collateral Group 5 and Collateral Group 6, weighted on the basis of the Group Subordinate Amounts for such Collateral Groups.

Basis Risk Reserve Fund ”:  A fund created as part of the Separate Interest Trust pursuant to Section 3.04 of this Agreement, which is not an asset of any REMIC or of the Trust Estate.

Basis Risk Shortfalls ”:  For the Class 1A-2  Certificates and any Distribution Date, the excess, if any, of the aggregate amount of interest that such Classes would have been entitled to receive if the Certificate Rate for each such Class was calculated without regard to the Maximum Rate for such Certificates, over the actual aggregate amount of interest such Classes are entitled to receive for such Distribution Date.

Book-Entry Certificates ”:  The Senior Certificates and the Senior Subordinate Certificates.

Certificate Account Property ”:  The Certificate Account, all amounts, investments and other property held from time to time in the Certificate Account, and all proceeds of the foregoing.

Certificate Balance ”:  As to any Class of Certificates (other than any Interest Only Certificate) or Interests as of the close of business on each Distribution Date, the initial Certificate Balance thereof  (as shown on the charts in Section 2.03) reduced by (i) all principal payments previously distributed to such Class and (ii) all Realized Losses previously allocated to such Class and increased (a) in the case of any Class of Certificates for which the Certificate Balance thereof has been reduced by any Realized Loss, by the amount of any Subsequent Recoveries allocated to such Class in accordance with Section 3.02(e) and (b) in the case of any Accrual Certificates, by any Accrued Certificate Interest previously added to the Certificate Balance thereof.

Certificate Group ”:  The Group 1 Certificates, the Group 2 Certificates, the Group 3 Certificates, the Group 4 Certificates, the Group 5 Certificates, the Group 6 Certificates and the Group 7 Certificates, as applicable.

Certificate Rate ”:  With respect to each Class of Certificates on any Distribution Date, the percentage per annum or other entitlement to interest described in Section 2.03.  With respect to each REMIC Interest on any Distribution Date, the Certificate Rates described in Section 2.03.

Certificates ”:  The Class 1A-1, Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6, Class 1A-7, Class 1A-8, Class 1A-9, Class 1A-10, Class 1A-11, Class 1A-12, Class 1A-13, Class 1A-14, Class 1A-15, Class 1A-16, Class 2A-1, Class 2A-2, Class 2A-3, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8, Class 3A-1, Class 3A-2, Class 3A-3, Class 4A-1, Class 4A-2, Class 5-A1, Class 5A-2, Class 6A-1, Class 6A-2, Class 7A-1, Class 7A-2, Class 1A-P, Class 2A-P, Class 1A-X, Class 2A-X, Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5, Class 1-B6, Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5, Class 2-B6, Class 1-R1, Class 2-R1, Class 3-R1, Class UT-R and Class X Certificates.

Class ”:  Each Class of Certificates or REMIC Interests.

Class 1A-3 Notional Amount ”:  With respect to each Distribution Date, an amount equal to the Class Principal Balance of the Class 1A-2 Certificates on such Distribution Date.

Class 3A-2 Notional Amount ”:  With respect to each Distribution Date, an amount equal to the Class Principal Balance of the Class 3A-1 Certificates on such Distribution Date.

Class 7A-2 Notional Amount ”:  With respect to each Distribution Date, an amount equal to the Class Principal Balance of the Class 7A-1 Certificates on such Distribution Date.

Class 1-B Certificates ”:  The Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5 and Class 1-B6 Certificates.

 

Class 2-B Certificates ”:  The Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-B6 Certificates.

 

Class 7 Distribution Date ”:  With respect to the Class 7A-1 and Class 7A-2 Certificates, the first Business Day following the distribution date on the Underlying MBS.

Class A Certificates ”:  The Class 1A-1, Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6, Class 1A-7, Class 1A-8, Class 1A-9, Class 1A-10, Class 1A-11, Class 1A-12, Class 1A-13, Class 1A-14, Class 1A-15, Class 1A-16, Class 2A-1, Class 2A-2, Class 2A-3, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8, Class 3A-1, Class 3A-2, Class 3A-3, Class 4A-1, Class 4A-2, Class 5A-1, Class 5A-2, Class 6A-1, Class 6A-2, Class 7A-1, Class 7A-2, Class 1A-P, Class 2A-P, Class 1A-X and Class 2A-X Certificates.

Class A-P Certificates ”:  The Class 1A-P and Class 2A-P Certificates.

Class 1A-X Notional Amount ”:  Initially $268,602, and for each Distribution Date after the Closing Date, the product of (1) a fraction, the numerator of which is the weighted average of the Net Rates of the Group 1 Premium Loans at the beginning of the related Due Period minus 7.50% and the denominator of which is 7.00% and (2) the total principal balance of the Group 1 Premium Loans as of the first day of the related Interest Accrual Period.

Class 2A-X Notional Amount ”:  Initially $147,187 and for each Distribution Date after the Closing Date, the product of (1) a fraction, the numerator of which is the weighted average of the Net Rates of the Group 2 Premium Loans at the beginning of the related Due Period minus 6.50% and the denominator of which is 7.00% and (2) the total principal balance of the Group 2 Premium Loans as of the first day of the related Interest Accrual Period.

Class B Certificates ”:  The Class 1-B and Class 2-B Certificates.

Closing Date ”:  December 29, 2005.

Collateral Group ”:  Collateral Group 1-P, Collateral Group 2-P, Collateral Group 1,  Collateral Group 2, Collateral Group 3, Collateral Group 4, Collateral Group 5, Collateral Group 6 and Collateral Group 7, as applicable.

Collateral Group 1-P ”:  The portions of Discount Loans in Subgroup 1-P that have been stripped to an Effective Net Rate of 0.00%.

Collateral Group 1 ”: The Mortgage Loans in Subgroup 1-P and Subgroup 1-A or portions thereof that have been stripped to an Effective Net Rate of 5.50%.

Collateral Group 2 ”: The Mortgage Loans in Subgroup 1-A and Subgroup 1-B or portions thereof that have been stripped to an Effective Net Rate of 6.00%.

Collateral Group 3 ”: The Mortgage Loans in Subgroup 1-B and Subgroup 1-C or portions thereof that have been stripped to an Effective Net Rate of 7.50%.

Collateral Group 4 ”: The Mortgage Loans in Subgroup 2-P and Subgroup 2-A or portions thereof that have been stripped to an Effective Net Rate of 5.50%.

Collateral Group 5 ”: The Mortgage Loans in Subgroup 2-A and Subgroup 2-B or portions thereof that have been stripped to an Effective Net Rate of 6.00%.

Collateral Group 6 ”: The Mortgage Loans in Subgroup 2-B and Subgroup 2-C or portions thereof that have been stripped to an Effective Net Rate of 6.50%.

Collateral Group 7 ”: The Underlying MBS.

Combination Group ”:  Any of the 1A-1 Group, the 1A-6 Group, the 1A-7 Group, the 1A-11 Group, the 2A-1 Group, the 2A-3 Group and the 3A-3 Group.

Conduit Program ”:  GSMC’s mortgage conduit program, through which mortgage loans are acquired from time to time from various banks, savings and loan associations, mortgage bankers and other mortgage loan originators and purchasers of mortgage loans in the secondary market.

Corresponding Class ”:  For each Class of REMIC Interests or Certificates, the Class or Classes indicated as such in the tables set forth in Section 2.03.

Countrywide ”:  Countrywide Home Loans, Inc., or any successor in interest.

Countrywide Servicing ”:  Countrywide Home Loans Servicing LP, or any successor in interest.

Credit Support Depletion Date ”:  With respect to (a) the Class 1-B Certificates, the first Distribution Date (if any) on which the aggregate Certificate Balance of the Class 1-B Certificates has been or will be reduced to zero and (b) the Class 2-B Certificates, the first Distribution Date (if any) on which the aggregate Certificate balance of the Class 2-B Certificates has been or will be reduced to zero.

Current Realized Loss ”:  For (a) the Class 1A-P Certificates and each Distribution Date, the sum of the related Applicable Fraction of Realized Losses realized during the preceding calendar month on each Group 1 Discount Loan and (b) the Class 2A-P Certificates and each Distribution Date, the sum of the related Applicable Fractions of Realized Losses realized during the preceding calendar month on each Group 2 Discount loan.

Current Shortfall ”:  Any amount included in the Principal Distribution Amount for which cash is not available to make distributions as a result of the Servicer’s decision not to Advance a delinquent payment, other than a Realized Loss.

Curtailment ”:  Any partial prepayment on any Mortgage Loan.

Custodian ”:  JPMorgan Chase Bank, in its capacity as custodian under the Custodial Agreement.

Custodial Agreement ”:  The Master Custodial Agreement, dated as of December 1, 2005 among GSMC, the Custodian and each Servicer.

 

Cut-Off Date ”:  December 1, 2005.

Deferred Principal Amount ”:  For each of the Class 1A-P and Class 2A-P Certificates, the cumulative amount of current Realized Losses allocated to such Class on prior Distribution Dates, minus all amounts reimbursed from amounts otherwise payable on the related Subordinate Certificates.

Delivery ”:  When used with respect to any Certificate Account Property or Securities Account Property means delivery of such Certificate Account Property or Securities Account Property, as applicable, as follows (terms used in the following provisions that are not otherwise defined are used as defined in Article 8 of the UCC):

(1)

in the case of each certificated security (other than a clearing corporation security (as defined below)) or instrument, by:

(A)

the delivery of such certificated security or instrument to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank,

(B)

the Securities Intermediary continuously indicating by book-entry that such certificated security or instrument is credited to the Securities Account, and

(C)

the Securities Intermediary maintaining continuous possession of such certificated security or instrument in the State of New York;

(2)

in the case of each uncertificated security (other than a clearing corporation security), by causing:

(A)

such uncertificated security to be continuously registered on the books of the issuer thereof to the Securities Intermediary, and

(B)

the Securities Intermediary continuously indicating by book-entry that such uncertificated security is credited to the Securities Account;

(3)

in the case of each security in the custody of or maintained on the books of a clearing corporation or its nominee (a “clearing corporation security”), by causing:

(A)

the relevant clearing corporation to credit such clearing corporation security to the securities account of the Securities Intermediary, and

(B)

the Securities Intermediary continuously indicating by book-entry that such clearing corporation security is credited to the Securities Account;

(4)

in the case of each security issued or guaranteed by the United States of America or agency or instrumentality thereof and that is maintained in book-entry records of the Federal Reserve Bank of New York (“FRBNY”) (each such security, a “government security”), by causing:

(A)

the creation of a security entitlement to such government security by the credit of such government security to the securities account of the Securities Intermediary at the FRBNY, and

(B)

the Securities Intermediary continuously indicating by book-entry that such government security is credited to the Securities Account;

(5)

in the case of each security entitlement not governed by clauses (1) through (4) above, by:

(A)

causing a securities intermediary (x) to indicate by book-entry that the underlying “financial asset” (as defined in Section 8-102(a)(9) of the UCC) has been credited to be the Securities Intermediary’s securities account, (y) to receive a financial asset from the Securities Intermediary or acquiring the underlying financial asset for the Securities Intermediary, and in either case, accepting it for credit to the Securities Intermediary’s securities account or (z) to be become obligated under other law, regulation or rule to credit the underlying financial asset to the Security Intermediary’s securities account,

(B)

the making by such securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Securities Intermediary and continuously indicating by book-entry that such securities entitlement is credited to the Securities Intermediary’s securities account, and

(C)

the Securities Intermediary continuously indicating by book-entry that such security entitlement (or all rights and property of the Securities Intermediary representing such securities entitlement) is credited to the Securities Account; and

(6)

in the case of cash or money, by:

(A)

the delivery of such cash or money to the Bank, and

(B)

the Bank’s continuously crediting such cash or money to the Certificate Account.

Depositor ”:  GS Mortgage Securities Corp., in its capacity as depositor under this Trust Agreement.

Designated Rate ”:  With respect to Collateral Group 1, 5.50% per annum. With respect to Collateral Group 2, 6.00% per annum.  With respect to Collateral Group 3, 7.50% per annum.  With respect to Collateral Group 4, 5.50% per annum.  With respect to Collateral Group 5, 6.00% per annum.  With respect to Collateral Group 6, 6.50% per annum.

Discount Loan ”:  Any Group 1 Discount Loan or Group 2 Discount Loan.

Distribution Date ”:  The 25th day of each month, or if such day is not a Business Day, the next Business Day following such day. The initial Distribution Date shall be January 25, 2006.

Due Date ”:  For any Mortgage Loan, the first day in each calendar month.

Due Period ”:  For any Distribution Date, the period beginning on the second day of the month immediately preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.

Exchange Certificates ”:  The Class 1A-8, Class 1A-9, Class 1A-10, Class 1A-12, Class 1A-13, Class 1A-14, Class 1A-15, Class 2A-2, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8, Class 3A-1 and Class 3A-2 Certificates.

 

Exchangeable Certificates ”:  The Class 1A-1, Class 1A-6, Class 1A-7, Class 1A-11, Class 2A-1, Class 2A-3 and Class 3A-3 Certificates.

Fair Market Value Excess ”:  An amount equal to the excess, if any, of (i) the amount in clause (b) of the definition of “Termination Price”, over (i) the amount in clause (a) of the definition of “Termination Price”.

Fitch ”:  Fitch Ratings, or any successor in interest.

Group 1 Certificate ”:  Any Class 1A-1, Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6, Class 1A-7, Class 1A-8, Class 1A-9, Class 1A-10, Class 1A-11, Class 1A-12, Class 1A-13, Class 1A-14, Class 1A-15 or Class 1A-16 Certificate.

Group 1 Discount Loan ”:  Any Mortgage Loan in Loan Group 1 with a Net Rate less than 5.50% per annum.

Group 1 Mortgage Loan ”: Any Mortgage Loan in Loan Group 1.

Group 1 Premium Loan ”:  Any Group 1 Mortgage Loan with a Net Rate greater than or equal to 7.50% per annum.

Group 1(A) NAS Percentage ”:  With respect to any Distribution Date, the lesser of (i) 100% and (ii) the percentage obtained by dividing (x) the aggregate Class Principal Balance of the Class 1A-4 and Class 1A-5 Certificates immediately prior to such Distribution Date by (y) the aggregate Class Principal Balance of the Class 1A-2, Class 1A-4 and Class 1A-5 Certificates immediately prior to such Distribution Date.

Group 1(A) NAS Priority Amount ”:  With respect to any Distribution Date, the lesser of (i) the sum of (x) the product of the Group 1(A) NAS Percentage for such Distribution Date, the NAS Scheduled Principal Percentage for such Distribution Date and 12.0291393872517% of the Scheduled Principal Amount for Collateral Group 1 and such Distribution Date and (y) the product of the Group 1(A) NAS Percentage for such Distribution Date, the NAS Prepayment Shift Percentage for such Distribution Date and 12.0291393872517% of the Unscheduled Principal Amount for Collateral Group 1 and such Distribution Date and (ii) the aggregate Class Principal Balance of the Class 1A-4 and Class 1A-5 Certificates immediately prior to such Distribution Date.  Notwithstanding the foregoing, (i) on and after the related Credit Support Depletion Date, the Class 1A-4 and Class 1A-5 Certificates shall be entitled to their respective pro rata share of all scheduled and unscheduled payments of principal related to Collateral Group 1 and (ii) on the date on which the aggregate Class Principal Balance of the Class 1A-2 Certificates has been reduced to zero, the Class 1A-4 and Class 1A-5 Certificates shall be entitled, pro rata, to any remaining Senior Principal Distribution Amount for Collateral Group 1 allocable to the Class 1A-2 Certificates and thereafter, the Group 1(A) NAS Priority Amount will equal 12.0291393872517% of the Senior Principal Distribution Amount for Collateral Group 1.  

Group 1(B) NAS Percentage ”:  With respect to any Distribution Date, the lesser of (i) 100% and (ii) the percentage obtained by dividing (x) the aggregate Class Principal Balance of the Class 1A-14, Class 1A-15 and Class 1A-16 Certificates immediately prior to such Distribution Date by (y) the aggregate Class Principal Balance of the Class 1A-8, Class 1A-9, Class 1A-10, Class 1A-12, Class 1A-13, Class 1A-14, Class 1A-15 and Class 1A-16 Certificates immediately prior to such Distribution Date.

 

Group 1(B) NAS Priority Amount ”:  With respect to any Distribution Date, the lesser of (i) the sum of (x) the product of the Group 1(B) NAS Percentage for such Distribution Date, the NAS Scheduled Principal Percentage for such Distribution Date and 87.9708606127483% of the Scheduled Principal Amount for Collateral Group 1 and such Distribution Date and (y) the product of the Group 1(B) NAS Percentage for such Distribution Date, the NAS Prepayment Shift Percentage for such Distribution Date and 87.9708606127483% of the Unscheduled Principal Amount for Collateral Group 1 and such Distribution Date and (ii) the aggregate Class Principal Balance of the Class 1A-14, Class 1A-15 and Class 1A-16 Certificates immediately prior to such Distribution Date.  Notwithstanding the foregoing, (i) on and after the related Credit Support Depletion Date, the Class 1A-14, Class 1A-15 and Class 1A-16 Certificates shall be entitled to their pro rata share of all scheduled and unscheduled payments of principal and (ii) on the date on which the aggregate Class Principal Balance of the Class 1A-8, Class 1A-9, Class 1A-10, Class 1A-12 and Class 1A-13 Certificates have been reduced to zero, the Class 1A-14, Class 1A-15 and Class 1A-16 Certificates shall be entitled, pro rata, to any remaining Senior Principal Distribution Amount for Collateral Group 1 allocable to the Class 1A-8, Class 1A-9, Class 1A-10, Class 1A-12, Class 1A-13, Class 1A-14, Class 1A-15 and Class 1A-16  Certificates and thereafter, the Group 1(B) NAS Priority Amount will equal 87.9708606127483% of the Senior Principal Distribution Amount for Collateral Group 1.  

Group 2 Certificate ”:  Any Class 2A-1, Class 2A-2, Class 2A-3, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7 or Class 2A-8 Certificate.

Group 2 Discount Loan ”:  Any Mortgage Loan in Loan Group 2 with a Net Rate less than 5.50%.

Group 2 Mortgage Loan ”  Any Mortgage Loan in Loan Group 2.

Group 2 NAS Percentage ”: With respect to any Distribution Date, the lesser of (i) 100% and (ii) the percentage obtained by dividing (x) the aggregate Class Principal Balance of the Class 2A-6, Class 2A-7 and Class 2A-8 Certificates immediately prior to such Distribution Date by (y) the aggregate Class Principal Balance of the Class 2A-2, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7 and Class 2A-8 Certificates immediately prior to such Distribution Date.

Group 2 NAS Priority Amount ”:  With respect to any Distribution Date, the lesser of (i) the sum of (x) the product of the Group 2 NAS Percentage for such date, the NAS Scheduled Principal Percentage for such date and the Scheduled Principal Amount for Collateral Group 2 for such date and (y) the product of the Group 2 NAS Percentage for such Distribution Date, the NAS Prepayment Shift Percentage for such date and the Unscheduled Principal Amount for Collateral Group 2 for such Distribution Date and (ii) the aggregate Class Principal Balance of the Class 2A-6, Class 2A-7 and Class 2A-8 Certificates immediately prior to such Distribution Date.  Notwithstanding the foregoing, (i) on and after the Credit Support Depletion Date, the Class 2A-6, Class 2A-7 and Class 2A-8 Certificates shall be entitled to their respective pro rata shares of all scheduled and unscheduled payments of principal and (ii) on the date on which the Class Principal Balance of all of the Class 2A-2, Class 2A-4 and Class 2A-5 Certificates have been reduced to zero, the Class 2A-6, Class 2A-7 and Class 2A-8 Certificates shall be entitled, pro rata, to any remaining Senior Principal Distribution Amount for Collateral Group 2 allocable to the Class 2A-2, Class 2A-4 and Class 2A-5 Certificates and thereafter, the Group 2 NAS Priority Amount shall equal the Senior Principal Distribution Amount for Collateral Group 2.

Group 2 Premium Loan ”:  Any Group 2 Mortgage Loan with a Net Rate greater than or equal to 6.50% per annum.

Group 3 Certificate ”:  Any Class 3A-1, Class 3A-2 or Class 3A-3 Certificate.  

Group 4 Certificate ”:  Any Class 4A-1 or Class 4A-2 Certificate.

Group 5 Certificate ”:  Any Class 5A-1 or Class 5A-2 Certificate.

Group 6 Certificate ”:  Any Class 6A-1 or Class 6A-2 Certificate.

Group 7 Certificate ”:  Any Class 7A-1 or Class 7A-2 Certificate.

Group Subordinate Amount ”:  With respect to each Collateral Group and any Distribution Date, the excess of the sum of the Applicable Fractions of the Scheduled Principal Balance of the Mortgage Loans contributing to such Collateral Group as of the beginning of the related Due Period (other than the Applicable Fractions thereof allocable to the Class A-P Certificates) over the total Certificate Balance of the Senior Certificates of the related Certificate Group (other than the related Class A-P Certificates) immediately prior to such Distribution Date.

GSMC ”:  Goldman Sachs Mortgage Company, or any successor in interest.

Interest Accrual Period ”:  For any Distribution Date and any regular interest in any REMIC created hereby or any Class of Certificates (other than the Class 1A-2, Class 1A-3, Class 3A-1, Class 3A-2, Class 7A-1, Class 7A-2, Class 1A-P, Class 2A-P, Class 1-R1, Class 1-R2, Class 2-R1, Class 2-R2, Class 3-R and Class X Certificates) the calendar month immediately preceding the calendar month in which such Distribution Date occurs.  For any Distribution Date and the Class 1A-2, Class 1A-3, Class 3A-1, Class 3A-2, Class 7A-1 and Class 7A-2 Certificates is the period beginning on and including the 25th day of the month immediately preceding the month in which such Distribution Date occurs and ending on and including the 24th day of the month in which such Distribution Date occurs.  The Class 1A-P, Class 2A-P, Class 1-R1, Class 2-R1, Class 3-R1, Class UT-R and Class X Certificates shall not be entitled to any interest.    

Interest Only Certificate ”:  Any Class 1A-3, Class 3A-2, Class 7A-2, Class 1A-X or Class 2A-X Certificate.

Interest Rate Cap Agreement ”:  The interest rate cap agreement dated December 29, 2005, by and between the Interest Rate Cap Counterparty and GSMC, which was transferred by GSMC to GSMSC and transferred by GSMSC to the Trustee on the Closing Date for the benefit of the Holders of the Class 1A-2 Certificates pursuant to Section 3.05.

Interest Rate Cap Amount ”:  For the Interest Rate Cap Agreement and any Distribution Date, the amount, if any, to be paid by the Interest Rate Cap Counterparty to the Trustee for the account of the Separate Interest Trust pursuant to such Interest Rate Cap Agreement, as calculated by the Interest Rate Cap Counterparty based on information in the Distribution Date Statement delivered to it pursuant to Section 4.01 of the Standard Terms.

Interest Rate Cap Counterparty ”:  Goldman Sachs Mitsui Marine Derivative Products, L.P.

Interests ”:  Each Class of REMIC Interests.

JPMorgan Chase Bank ”: JPMorgan Chase Bank, N.A., or any successor in interest.

Junior Subordinate Certificates ”:  The Class 1-B4, Class 1-B5, Class 1-B6, Class 2-B4, Class 2-B5 and Class 2-B6 Certificates.

Liquidation Principal ”:  For any Distribution Date, the principal portion of Liquidation Proceeds received from each Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date.

Loan Group 1 ”:  The Mortgage Loans identified on Schedule I as being in Loan Group 1.

Loan Group 2 ”:  The Mortgage Loans identified on Schedule I as being in Loan Group 2.

Loan Seller ”:  Each of Countrywide Home Loans, Inc., GMAC Mortgage Corporation, IndyMac Bank, F.S.B. and PHH Mortgage Corporation.

Master Servicer ”:  Wells Fargo, in its capacity as Master Servicer, or any successor master servicer.

Master Servicing Fee ”:  With respect to any Distribution Date, all income and gain realized from the investment of funds in the Master Servicer Account during the period from and including the Servicer Remittance Date relating to such Distribution Date, to but excluding the Master Servicer Remittance Date relating to such Distribution Date.  

Maximum Rate ”:  With respect to any Distribution Date and any Class of Floating Rate Certificates, the amount set forth in the table in footnote 6 to the table in Section 2.03(c).

Mortgage Loans ”:  The mortgage loans identified on Schedule I hereto.

NAS Prepayment Shift Percentage ”: With respect to any Distribution Date during the five years beginning on the first Distribution Date, 0%.  Thereafter, for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date, as follows: for any Distribution Date in the first year thereafter, 30%; for any Distribution Date in the second year thereafter, 40%; for any Distribution Date in the third year thereafter, 60%; for any Distribution Date in the fourth year thereafter, 80%; and for any subsequent Distribution Date, 100%.

NAS Scheduled Principal Percentage ”: With respect to any Distribution Date during the five years beginning on the first Distribution Date, 0%.  Thereafter, for any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date, 100%.

Net Rate ”:  With respect to each Mortgage Loan, the Note Rate of such Mortgage Loan less the Servicing Fee Rate and the rate on any primary mortgage insurance applicable to such Mortgage Loan.  

Non-AP Pool Balance ”:  For any Distribution Date and any Collateral Group (other than Collateral Group P), the sum of the products, for each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable Fraction for such Mortgage Loan in respect of such Collateral Group and (ii) the outstanding principal balance of such Mortgage Loan as of the Due Date of the month in which such Distribution Date occurs.

Note Rate ”:  For each Mortgage Loan, the rate at which the related promissory note accrues interest.  For purposes of calculating the Certificate Rates on the Interests and Certificates, the Note Rate of a Mortgage Loan shall be calculated without regard to any modification, waiver or amendment of the interest rate of the Mortgage Loan, whether agreed to by the Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor.

Notional Amount ”:  The Class 1A-3 Notional Amount, the Class 3A-2 Notional Amount, the Class 7A-2 Notional Amount, the Class 1A-X Notional Amount or the Class 2A-X Notional Amount, as applicable.  The Notional Amount is used to calculate distributions on the related Class of Certificates, but is not a principal amount or other amount to which a Certificateholder is entitled.

PAC Scheduled Amount ”:  With respect to any Distribution Date and the Class 1A-8 and Class 1A-9 Certificates, the amount set forth on Schedule III attached hereto for such Distribution Date and such Classes.  

P&I Certificates ”:  All Classes of Certificates other than the Class A-P and Class X Certificates, the Interest Only Certificates and the Residual Certificates.

Payoffs ”:  Any prepayment in full on any Mortgage Loan.

Prepayment Period ”:  With respect to each Distribution Date, the preceding calendar month.

Principal Distribution Amount ”:  For each Collateral Group and any Distribution Date, the sum of:

(1)

the Principal Payment Amount for such Collateral Group;

(2)

the Principal Prepayment Amount for such Collateral Group; and

(3)

the Applicable Fraction for each Mortgage Loan contributing to such Collateral Group of the Liquidation Principal derived from such Mortgage Loan.

Principal Only Certificate ”:  Any Class A-P Certificate.

Principal Payment Amount ”:  For each Collateral Group (other than Collateral Group 1-P and Collateral Group 2-P) and any Distribution Date, the sum of the products, for each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable Fraction for such Mortgage Loan in respect of such Collateral Group and (ii) the sum of the following amounts:

(1)

the principal portion of Scheduled Payments on such Mortgage Loan due on the related Due Date and received or advanced during the related Due Period;

(2)

the principal portion of repurchase proceeds received on such Mortgage Loan if such Mortgage Loan was repurchased as permitted or required by this Trust Agreement during the calendar month preceding the month of such Distribution Date;

(3)

any other unscheduled payments of principal which were received on such Mortgage Loan during the preceding calendar month (or, with respect to Mortgage Loans serviced by IndyMac, received during the period beginning on and including the second day of the preceding calendar month and ending on and including the first day of the current calendar month), other than Payoffs, Curtailments, or Liquidation Principal; and

(4)

current Realized Losses and Deferred Principal Amounts, to the extent of the amount available from the related Subordinate Principal Distribution Amount.

Principal Prepayment Amount ”:   For any Distribution Date and any Collateral Group (other than Collateral Group 1-P and Collateral Group 2-P), the sum of the products, for each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable Fraction for such Mortgage Loan in respect of such Collateral Group and (ii) all Payoffs and Curtailments for such Mortgage Loan that were received during the preceding calendar month or received during the period beginning on and including the second day of the preceding calendar month and ending on and including the first day of the current calendar month (as specified in the related Servicing Agreement).

Private Certificates ”:  The Junior Subordinate Certificates.

Qualified Institutional Buyer ”:  Any “qualified institutional buyer” as defined in clause 7(a) of Rule 144A promulgated under the Securities Act.

Rating Agency ”:  Each of Fitch and S&P.

Record Date ”:  For each Class of Certificates, the last Business Day of the related Interest Accrual Period.

REMIC ”:  As specified in the preliminary statement.

REMIC Certificates ”:  Each Class of Certificates issued by REMIC UT pursuant to Section 2.03 and the Class 1-R1, Class 2-R1, Class 3-R1 and Class UT-R Certificates.

REMIC Interests ”:  Each Class of REMIC interests issued pursuant to Section 2.03.

REMIC LT1 ”:  One of the real estate mortgage investment conduits created hereunder, which consists of the Mortgage Loans and the REMIC LT1 Distribution Account.

REMIC LT1 Regular Interests ”:  The regular interests issued by REMIC LT1 as specified in Section 2.03.

REMIC LT2 ”:  One of the real estate mortgage investment conduits created hereunder, which consists of the Mortgage Loans and the REMIC LT2 Distribution Account.

REMIC LT2 Regular Interests ”:  The regular interests issued by REMIC LT2 as specified in Section 2.03.

REMIC LT3 ”:  One of the real estate mortgage investment conduits created hereunder, which consists of the Mortgage Loans and the REMIC LT3 Distribution Account.

REMIC LT3 Regular Interests ”:  The regular interests issued by REMIC LT3 as specified in Section 2.03.

REMIC MT ”:  One of the real estate mortgage investment conduits created hereunder, which consists of the REMIC LT1, REMIC LT2 and REMIC LT3 Regular Interests and the REMIC MT Distribution Account.

REMIC MT Regular Interests ”:  The regular interests issued by REMIC MT as specified in Section 2.03.

REMIC UT ”:  One of the real estate mortgage investment conduits created hereunder, which consists of the REMIC MT Regular Interests and the REMIC UT Distribution Account.

REMIC UT Regular Interests ”:  The regular interests issued by REMIC UT as specified in Section 2.03.

Remittance Date ”:  For each Mortgage Loan and any Distribution Date, as set forth in the related Servicing Agreement.  

Residual Certificates ”:  The Class 1-R1, Class 2-R1, Class 3-R1 and Class UT-R Certificates.

Rule 144A Certificates ”:  The Junior Subordinate Certificates.

S&P ”:  Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

Sale and Servicing Agreements ”:  Master Mortgage Loan Purchase Agreement dated as of July 1, 2004 between GSMC, as purchaser, and Countrywide, as seller; Servicing Agreement dated as of July 1, 2004, between GSMC, as purchaser, and Countrywide Servicing, as servicer; Flow Sale and Servicing Agreement dated as of March 1, 2005, between GSMC, as purchaser, and GMACM, as seller and servicer; Master Mortgage Loan Purchase Agreement dated as of February 1, 2004, as amended by Amendment No. 1 dated as of December 1, 2004, between GSMC, as purchaser, and IndyMac, as seller; Servicing Agreement dated as of February 1, 2004, as amended by Amendment No. 1 dated as of June 1, 2004, and as further amended by Amendment No. 2 dated as of April 1, 2005, between GSMC, as purchaser, and IndyMac, as servicer; and Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of June 1, 2004, as amended by Amendment No. 1 dated as of July 1, 2004, between GSMC, as purchaser, and PHH, as seller and servicer .

Scheduled Final Distribution Date ”:  For each Class of Certificates, the respective dates specified in Section 2.03(d).

Scheduled Payments ”:  With respect to any Mortgage Loan, the monthly payments of principal and interest payable by the related Mortgagor pursuant to the related amortization schedule.

Scheduled Principal Amount ”:  With respect to each Collateral Group and any Distribution Date, an amount equal to the amount described in clause (i) of the definition of Senior Principal Distribution Amount.

Securities Account ”:  As defined in Section 6.02 hereof.

Securities Account Property ”:  The Securities Account, all amounts, investments and other property held from time to time in the Securities Account, including the Underlying MBS, and all proceeds of the foregoing.

Securities Administrator ”:  Wells Fargo in its capacity as Securities Administrator under this Trust Agreement, or any successor securities administrator.

Securities Intermediary ”:  As defined in Section 6.02(b) hereof.

Senior Certificates ”:  The Class A Certificates.

Senior Collateral Group Percentage ”:  For Collateral Group 1, Collateral Group 2, Collateral Group 3, Collateral Group 4, Collateral Group 5 and, Collateral Group 6 shall equal (i) as of the Closing Date, 96.24%, 96.25%, 96.25%, 95.88%, 95.90% and 95.90%, respectively, and (ii) for any Distribution Date thereafter shall be a fraction expressed as a percentage equal to (a) the sum of the Certificate Balances of the Senior Certificates related to such Collateral Group (other than the related Class A-P Certificates) immediately preceding such Distribution Date, over (b) the sum of the products, for each Mortgage Loan contributing to such Collateral Group, of (x) the Applicable Fraction for such Mortgage Loan in respect of such Collateral Group and (y) the outstanding principal balance of such Mortgage Loan as of the Due Date of the month in which such Distribution Date occurs.

Senior Interests ”:  All of the REMIC MT Regular Interests except those corresponding to a Class B Certificate.

Senior Liquidation Amount ”:  For any Distribution Date and any Collateral Group (other than Collateral Group 1-P and Collateral Group 2-P), the aggregate, for each Mortgage Loan contributing to such Collateral Group that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, of the Applicable Fraction of the lesser of (i) the related Senior Collateral Group Percentage of the scheduled principal balance of such Mortgage Loan and (ii) the applicable Senior Prepayment Percentage of the Liquidation Principal derived from such Mortgage Loan.  

Senior Prepayment Percentage ”:  For each Collateral Group, as follows:  (i) on any Distribution Date occurring before the Distribution Date in the month of January 2011, 100%; (ii) on any other Distribution Date on which the related Senior Collateral Group Percentage for such Distribution Date exceeds the initial Senior Collateral Group Percentage as of the Cut-Off Date, 100% (in which case, the Senior Prepayment Percentage for each other Collateral Group shall also equal 100% for such Distribution Date); and (iii) on any other Distribution Date in the month of January 2011, and thereafter, 100%, unless:

(a)

the mean of the sum of the Applicable Fractions of the Scheduled Principal Balances of the Mortgage Loans contributing to each related Collateral Group that are 60 or more days delinquent (including Mortgage Loans in foreclosure or bankruptcy and property held by the Trust) for each of the immediately preceding three calendar months is less than or equal to 50% of the Group Subordinate Amount for such Collateral Group as of such Distribution Date, and

(b)

the sum of the Applicable Fractions of the cumulative Realized Losses on the Mortgage Loans contributing to each related Collateral Group are less than or equal to the following percentage of the aggregate Group Subordinate Amount for such Collateral Group:

Distribution Date Occurring In

Percentage of the aggregate Group

Subordination Amount as of the Cut-Off Date

January 2011 through December 2011

 

30%

January 2012 through December 2012

 

35%

January 2013 through December 2013

 

40%

January 2014 through December 2014

 

45%

January 2015 and thereafter

 

50%

 

 

in which case, the Senior Prepayment Percentage for each Collateral Group shall be as follows:

Distribution Date Occurring In or On

Senior Prepayment Percentage

January 2006 through December 2010

 

100%

January 2011 through December 2011

 

Senior Collateral Group Percentage for such Collateral Group + 70% of the related Subordinate Percentage

January 2012 through December 2012

 

Senior Collateral Group Percentage for such Collateral Group + 60% of the related Subordinate Percentage

January 2013 through December 2013

 

Senior Collateral Group Percentage for such Collateral Group + 40% of the related Subordinate Percentage

January 2014 through December 2014

 

Senior Collateral Group Percentage for such Collateral Group + 20% of the related Subordinate Percentage

January 2015 through the Distribution Date immediately preceding the Final Distribution Date

Senior Collateral Group Percentage for such Collateral Group

Final Distribution Date

 

100%

 

If on any Distribution Date the allocation to the P&I Certificates of Principal Prepayments in the percentage required would reduce the sum of the Certificate Balances of the P&I Certificates below zero, the Senior Prepayment Percentage for such Distribution Date shall be equal to the percentage necessary to reduce such sum to zero.

Senior Principal Distribution Amount ”:  For any Distribution Date and each Collateral Group shall equal the sum of:

(i)

the related Senior Collateral Group Percentage of the related Principal Payment Amount for such Distribution Date;

(ii)

the related Senior Prepayment Percentage of the related Principal Prepayment Amount for such Distribution Date; and

(iii)

the related Senior Liquidation Amount for such Distribution Date.

Senior Subordinate Certificates ”:  The Class 1-B1, Class 1-B2, Class 1-B3, Class 2-B1, Class 2-B2 and Class 2-B3 Certificates.

Servicer ”:  Each of Countrywide Servicing, GMAC Mortgage Corporation, IndyMac Bank, F.S.B. and PHH Mortgage Corporation and their respective successors or assigns, in each case in their respective capacities as servicer under the related Sale and Servicing Agreement.

Servicing Fee Rate ”:  For each Mortgage Loan, the per annum fee described in Schedule I hereto.

Servicemembers Shortfall ”:  Any shortfall in amounts paid by any Mortgagors on the related Mortgage Loan that occurs pursuant to the Servicemembers Civil Relief Act, as amended, or comparable state or local laws affording relief to members of the armed forces.

Subgroup 1-A ”:  The Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 5.50% and less than 6.00%.

Subgroup 1-B ”:  The Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 6.00% and less than 7.50%.

Subgroup 1-C ”:  The Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 7.50%.

Subgroup 1-P ”:  The Mortgage Loans in Loan Group 1 with Net Rates less than 5.50%.

Subgroup 2-A ”:  The Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 5.50% and less than 6.00%.

Subgroup 2-B ”:  The Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 6.00% and less than 6.50%.

Subgroup 2-C ”:  The Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 6.50%.

Subgroup 2-P ”:  The Mortgage Loans in Loan Group 2 with Net Rates less than 5.50%.

Subordinate Certificates ”:  The Class B Certificates.

Subordinate Class Percentage ”:  For each Class of Subordinate Certificates and each Distribution Date, the percentage obtained by dividing the Class Principal Balance of such Class immediately prior to such Distribution Date by the aggregate Certificate Principal Balance of all related Subordinate Certificates immediately prior to such date.

Subordinate Interests ”:  The Interest corresponding to the Subordinate Certificates.

Subordinate Liquidation Amount ”:  For any Distribution Date and Collateral Group (other than Collateral Group 1-P and Collateral Group 2-P), the Applicable Fraction of the related Liquidation Principal in respect of each Mortgage Loan contributing to such Collateral Group which became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, minus the related Senior Liquidation Amount for such Distribution Date.

Subordinate Percentage ”:  For any Collateral Group and any Distribution Date, 100% minus the Senior Collateral Group Percentage for such Collateral Group.  The Subordinate Percentages as of the Closing Date shall be 3.76%, 3.75%, 3.75%, 4.12%, 4.10% and 4.10% for Collateral Group 1, Collateral Group 2, Collateral Group 3, Collateral Group 4, Collateral Group 5 and Collateral Group 6, respectively.

Subordinate Prepayment Percentage ”:  For any Distribution Date and any Collateral Group (other than Collateral Group 1-P and Collateral Group 2-P), the excess of 100% over the Senior Prepayment Percentage for such Collateral Group.  Initia


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