EXECUTION
GSR MORTGAGE LOAN TRUST
20059F
MORTGAGE PASSTHROUGH
CERTIFICATES
SERIES 20059F
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
20059F 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
PassThrough Certificates, Series 20059F (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:
“ 1A1 Group ”:
The Class 1A8, Class 1A9, Class 1A10, Class 1A12, Class
1A13, Class 1A14 and Class 1A15 Certificates.
“ 1A6 Group ”:
The Class 1A8, Class 1A9 and Class 1A10
Certificates.
“ 1A7 Group ”:
The Class 1A8 and Class 1A9 Certificates.
“ 1A7 Group Priority
”: Sequentially, to the Class 1A8 and Class 1A9
Certificates, in that order.
“ 1A11 Group ”:
The Class 1A12 and Class 1A13 Certificates.
“ 1A11 Group Priority
”: Sequentially, to the Class 1A12 and Class 1A13
Certificates, in that order.
“ 2A1 Group ”:
The Class 2A2, Class 2A4, Class 2A5, Class 2A6, Class
2A7 and Class 2A8 Certificates.
“ 2A3 Group ”:
The Class 2A4 and Class 2A5 Certificates.
“ 2A3 Group Priority
”: Sequentially, to the Class 2A4 and Class 2A5
Certificates, in that order.
“ 3A3 Group ”:
The Class 3A1 and Class 3A2 Certificates.
“ Accrual Certificates
”: Any Class 1A13 or Class 2A5
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 AP Certificates).
“ Applicable Fraction
”: For each Mortgage Loan and REMIC I1, shall be calculated
as follows:
·
For Collateral Group 1P 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 2P 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%.
“ AP Principal Distribution
Amount “: For each of Collateral Group 1P and
Collateral Group 2P and any Distribution Date, the sum
of:
(1)
the Applicable Fractions for the related
Class AP Certificates of items (1), (2) and (3) of the definition
of Principal Payment Amount;
(2)
the Applicable Fractions for the related
Class AP 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 AP 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.
“ 1B 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.
“ 2B 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 1A2 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.
“ BookEntry 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 1A1, Class 1A2, Class 1A3, Class 1A4, Class
1A5, Class 1A6, Class 1A7, Class 1A8, Class 1A9, Class 1A10,
Class 1A11, Class 1A12, Class 1A13, Class 1A14, Class 1A15,
Class 1A16, Class 2A1, Class 2A2, Class 2A3, Class 2A4, Class
2A5, Class 2A6, Class 2A7, Class 2A8, Class 3A1, Class 3A2,
Class 3A3, Class 4A1, Class 4A2, Class 5A1, Class 5A2, Class
6A1, Class 6A2, Class 7A1, Class 7A2, Class 1AP, Class 2AP,
Class 1AX, Class 2AX, Class 1B1, Class 1B2, Class 1B3, Class
1B4, Class 1B5, Class 1B6, Class 2B1, Class 2B2, Class 2B3,
Class 2B4, Class 2B5, Class 2B6, Class 1R1, Class 2R1, Class
3R1, Class UTR and Class X Certificates.
“ Class ”: Each
Class of Certificates or REMIC Interests.
“ Class 1A3 Notional Amount
”: With respect to each Distribution Date, an amount
equal to the Class Principal Balance of the Class 1A2 Certificates
on such Distribution Date.
“ Class 3A2 Notional Amount
”: With respect to each Distribution Date, an amount
equal to the Class Principal Balance of the Class 3A1 Certificates
on such Distribution Date.
“ Class 7A2 Notional Amount
”: With respect to each Distribution Date, an amount
equal to the Class Principal Balance of the Class 7A1 Certificates
on such Distribution Date.
“ Class 1B Certificates
”: The Class 1B1, Class 1B2, Class 1B3, Class 1B4,
Class 1B5 and Class 1B6 Certificates.
“ Class 2B Certificates
”: The Class 2B1, Class 2B2, Class 2B3, Class 2B4,
Class 2B5 and Class 2B6 Certificates.
“ Class 7 Distribution Date
”: With respect to the Class 7A1 and Class 7A2
Certificates, the first Business Day following the distribution
date on the Underlying MBS.
“ Class A Certificates
”: The Class 1A1, Class 1A2, Class 1A3, Class 1A4,
Class 1A5, Class 1A6, Class 1A7, Class 1A8, Class 1A9, Class
1A10, Class 1A11, Class 1A12, Class 1A13, Class 1A14, Class
1A15, Class 1A16, Class 2A1, Class 2A2, Class 2A3, Class 2A4,
Class 2A5, Class 2A6, Class 2A7, Class 2A8, Class 3A1, Class
3A2, Class 3A3, Class 4A1, Class 4A2, Class 5A1, Class 5A2,
Class 6A1, Class 6A2, Class 7A1, Class 7A2, Class 1AP, Class
2AP, Class 1AX and Class 2AX Certificates.
“ Class AP Certificates
”: The Class 1AP and Class 2AP
Certificates.
“ Class 1AX 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 2AX 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 1B and Class 2B Certificates.
“ Closing Date ”:
December 29, 2005.
“ Collateral Group ”:
Collateral Group 1P, Collateral Group 2P, 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 1P
”: The portions of Discount Loans in Subgroup 1P that
have been stripped to an Effective Net Rate of 0.00%.
“ Collateral Group 1
”: The Mortgage Loans in Subgroup 1P and Subgroup 1A or
portions thereof that have been stripped to an Effective Net Rate
of 5.50%.
“ Collateral Group 2
”: The Mortgage Loans in Subgroup 1A and Subgroup 1B or
portions thereof that have been stripped to an Effective Net Rate
of 6.00%.
“ Collateral Group 3
”: The Mortgage Loans in Subgroup 1B and Subgroup 1C or
portions thereof that have been stripped to an Effective Net Rate
of 7.50%.
“ Collateral Group 4
”: The Mortgage Loans in Subgroup 2P and Subgroup 2A or
portions thereof that have been stripped to an Effective Net Rate
of 5.50%.
“ Collateral Group 5
”: The Mortgage Loans in Subgroup 2A and Subgroup 2B or
portions thereof that have been stripped to an Effective Net Rate
of 6.00%.
“ Collateral Group 6
”: The Mortgage Loans in Subgroup 2B and Subgroup 2C 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 1A1 Group, the 1A6 Group, the 1A7 Group, the
1A11 Group, the 2A1 Group, the 2A3 Group and the 3A3
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 1B
Certificates, the first Distribution Date (if any) on which the
aggregate Certificate Balance of the Class 1B Certificates has
been or will be reduced to zero and (b) the Class 2B Certificates,
the first Distribution Date (if any) on which the aggregate
Certificate balance of the Class 2B Certificates has been or will
be reduced to zero.
“ Current Realized Loss
”: For (a) the Class 1AP 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 2AP 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.
“ CutOff Date ”:
December 1, 2005.
“ Deferred Principal Amount
”: For each of the Class 1AP and Class 2AP
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 bookentry 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 bookentry 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 bookentry 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 bookentry
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 bookentry 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 bookentry that the underlying
“financial asset” (as defined in
Section 8102(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 bookentry
that such securities entitlement is credited to the Securities
Intermediary’s securities account, and
(C)
the Securities Intermediary continuously
indicating by bookentry 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 1A8, Class 1A9, Class 1A10, Class
1A12, Class 1A13, Class 1A14, Class 1A15, Class 2A2, Class
2A4, Class 2A5, Class 2A6, Class 2A7, Class 2A8, Class 3A1
and Class 3A2 Certificates.
“ Exchangeable Certificates
”: The Class 1A1, Class 1A6, Class 1A7, Class 1A11,
Class 2A1, Class 2A3 and Class 3A3 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 1A1, Class 1A2, Class 1A3, Class 1A4,
Class 1A5, Class 1A6, Class 1A7, Class 1A8, Class 1A9, Class
1A10, Class 1A11, Class 1A12, Class 1A13, Class 1A14, Class
1A15 or Class 1A16 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 1A4 and Class 1A5
Certificates immediately prior to such Distribution Date by (y) the
aggregate Class Principal Balance of the Class 1A2, Class 1A4 and
Class 1A5 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 1A4 and Class 1A5 Certificates immediately prior to
such Distribution Date. Notwithstanding the foregoing, (i) on
and after the related Credit Support Depletion Date, the Class 1A4
and Class 1A5 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 1A2
Certificates has been reduced to zero, the Class 1A4 and Class
1A5 Certificates shall be entitled, pro rata, to any remaining
Senior Principal Distribution Amount for Collateral Group 1
allocable to the Class 1A2 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 1A14, Class 1A15
and Class 1A16 Certificates immediately prior to such Distribution
Date by (y) the aggregate Class Principal Balance of the Class
1A8, Class 1A9, Class 1A10, Class 1A12, Class 1A13, Class
1A14, Class 1A15 and Class 1A16 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 1A14, Class 1A15 and Class 1A16 Certificates
immediately prior to such Distribution Date. Notwithstanding
the foregoing, (i) on and after the related Credit Support
Depletion Date, the Class 1A14, Class 1A15 and Class 1A16
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
1A8, Class 1A9, Class 1A10, Class 1A12 and Class 1A13
Certificates have been reduced to zero, the Class 1A14, Class
1A15 and Class 1A16 Certificates shall be entitled, pro rata, to
any remaining Senior Principal Distribution Amount for Collateral
Group 1 allocable to the Class 1A8, Class 1A9, Class 1A10, Class
1A12, Class 1A13, Class 1A14, Class 1A15 and Class 1A16
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 2A1, Class 2A2, Class 2A3, Class 2A4,
Class 2A5, Class 2A6, Class 2A7 or Class 2A8
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 2A6, Class 2A7 and Class
2A8 Certificates immediately prior to such Distribution Date by
(y) the aggregate Class Principal Balance of the Class 2A2, Class
2A4, Class 2A5, Class 2A6, Class 2A7 and Class 2A8
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 2A6, Class 2A7 and
Class 2A8 Certificates immediately prior to such Distribution
Date. Notwithstanding the foregoing, (i) on and after the
Credit Support Depletion Date, the Class 2A6, Class 2A7 and Class
2A8 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 2A2, Class 2A4 and Class 2A5 Certificates have been
reduced to zero, the Class 2A6, Class 2A7 and Class 2A8
Certificates shall be entitled, pro rata, to any remaining Senior
Principal Distribution Amount for Collateral Group 2 allocable to
the Class 2A2, Class 2A4 and Class 2A5 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 3A1, Class 3A2 or Class 3A3
Certificate.
“ Group 4 Certificate
”: Any Class 4A1 or Class 4A2 Certificate.
“ Group 5 Certificate
”: Any Class 5A1 or Class 5A2 Certificate.
“ Group 6 Certificate
”: Any Class 6A1 or Class 6A2 Certificate.
“ Group 7 Certificate
”: Any Class 7A1 or Class 7A2 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 AP Certificates) over the total Certificate
Balance of the Senior Certificates of the related Certificate Group
(other than the related Class AP 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 1A2, Class 1A3, Class 3A1, Class 3A2, Class
7A1, Class 7A2, Class 1AP, Class 2AP, Class 1R1, Class 1R2,
Class 2R1, Class 2R2, Class 3R 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 1A2, Class 1A3, Class 3A1, Class 3A2, Class 7A1 and
Class 7A2 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 1AP, Class 2AP, Class 1R1, Class 2R1, Class 3R1, Class
UTR and Class X Certificates shall not be entitled to any
interest.
“ Interest Only Certificate
”: Any Class 1A3, Class 3A2, Class 7A2, Class 1AX
or Class 2AX 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 1A2 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 1B4, Class 1B5, Class
1B6, Class 2B4, Class 2B5 and Class 2B6
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.
“ NonAP 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 1A3 Notional Amount, the Class 3A2 Notional
Amount, the Class 7A2 Notional Amount, the Class 1AX Notional
Amount or the Class 2AX 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
1A8 and Class 1A9 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 AP
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 AP Certificate.
“ Principal Payment Amount
”: For each Collateral Group (other than Collateral
Group 1P and Collateral Group 2P) 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 1P and Collateral
Group 2P), 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 1R1, Class 2R1, Class 3R1
and Class UTR 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 1R1, Class 2R1, Class 3R1 and Class
UTR Certificates.
“ Rule 144A Certificates
”: The Junior Subordinate Certificates.
“ S&P ”:
Standard & Poor’s Ratings Services, a division of
The McGrawHill 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 AP 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 1P and Collateral Group 2P), 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 CutOff 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
CutOff 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 1B1, Class 1B2, Class
1B3, Class 2B1, Class 2B2 and Class 2B3
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 1A ”:
The Mortgage Loans in Loan Group 1 with Net Rates greater
than or equal to 5.50% and less than 6.00%.
“ Subgroup 1B ”:
The Mortgage Loans in Loan Group 1 with Net Rates greater
than or equal to 6.00% and less than 7.50%.
“ Subgroup 1C ”:
The Mortgage Loans in Loan Group 1 with Net Rates greater
than or equal to 7.50%.
“ Subgroup 1P ”:
The Mortgage Loans in Loan Group 1 with Net Rates less than
5.50%.
“ Subgroup 2A ”:
The Mortgage Loans in Loan Group 2 with Net Rates greater
than or equal to 5.50% and less than 6.00%.
“ Subgroup 2B ”:
The Mortgage Loans in Loan Group 2 with Net Rates greater
than or equal to 6.00% and less than 6.50%.
“ Subgroup 2C ”:
The Mortgage Loans in Loan Group 2 with Net Rates greater
than or equal to 6.50%.
“ Subgroup 2P ”:
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 1P and Collateral Group 2P),
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 1P and Collateral
Group 2P), the excess of 100% over the Senior Prepayment
Percentage for such Collateral Group. Initia