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TRUST AGREEMENT

Trust Agreement

TRUST AGREEMENT | Document Parties: GS MORTGAGE SECURITIES CORP., | GSAA HOME EQUITY TRUST 2005-14 |  GS MORTGAGE SECURITIES CORP., | WACHOVIA BANK, N.A., | DEUTSCHE BANK NATIONAL TRUST COMPANY You are currently viewing:
This Trust Agreement involves

GS MORTGAGE SECURITIES CORP., | GSAA HOME EQUITY TRUST 2005-14 | GS MORTGAGE SECURITIES CORP., | WACHOVIA BANK, N.A., | DEUTSCHE BANK NATIONAL TRUST COMPANY

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Title: TRUST AGREEMENT
Governing Law: Delaware     Date: 12/12/2005

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                                                                EXECUTION COPY

                                                                --------------

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                         GSAA HOME EQUITY TRUST 2005-14

 

 

                           ASSET-BACKED CERTIFICATES

 

 

                                SERIES 2005-14

 

 

                               MASTER SERVICING

 

 

                                      and

 

 

                                 TRUST AGREEMENT

 

 

                                     among

 

 

                         GS MORTGAGE SECURITIES CORP.,

                                  Depositor,

 

 

                             WACHOVIA BANK, N.A.,

                                     Trustee

 

 

                     DEUTSCHE BANK NATIONAL TRUST COMPANY

                                      and

                       J.P. MORGAN TRUST COMPANY, N.A.,

                                  Custodians

 

 

                                       and

 

 

                  JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

                 Master Servicer and Securities Administrator

 

 

                            Dated November 1, 2005

 

 

 

 

 

------------------------------------------------------------------------------

 

 

<PAGE>

                               TABLE OF CONTENTS

 

                                                                            Page

                                                                            ----

 

                                    ARTICLE I

 

                                  DEFINITIONS

 

Section 1.01   Definitions....................................................13

 

 

                                  ARTICLE II

 

         CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

 

Section 2.01   Conveyance of Mortgage Loans...................................45

Section 2.02   Acceptance by the Custodians of the Mortgage Loans.............47

Section 2.03   Execution and Delivery of Certificates.........................48

Section 2.04   REMIC Matters..................................................49

Section 2.05   Representations and Warranties of the Depositor................49

Section 2.06   Representations and Warranties of JPMorgan.....................50

Section 2.07   Representations and Warranties of Deutsche Bank................51

 

 

                                  ARTICLE III

 

                                TRUST ACCOUNTS

 

Section 3.01   Excess Reserve Fund Account; Distribution Account..............52

Section 3.02   Investment of Funds in the Distribution Account................53

 

 

                                  ARTICLE IV

 

                                 DISTRIBUTIONS

 

Section 4.01   Priorities of Distribution.....................................54

Section 4.02   Monthly Statements to Certificateholders.......................62

Section 4.03   Allocation of Applied Realized Loss Amounts....................64

Section 4.04   Certain Matters Relating to the Determination of LIBOR.........64

Section 4.05   Supplemental Interest Trust....................................65

 

 

                                   ARTICLE V

 

                               THE CERTIFICATES

 

Section 5.01   The Certificates...............................................67

 

                                       i

 

<PAGE>

 

Section 5.02   Certificate Register; Registration of Transfer and

                Exchange of Certificates.....................................68

Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates..............73

Section 5.04   Persons Deemed Owners..........................................74

Section 5.05   Access to List of Certificateholders' Names and Addresses......74

Section 5.06   Maintenance of Office or Agency................................74

 

 

                                   ARTICLE VI

 

                                 THE DEPOSITOR

 

Section 6.01   Liabilities of the Depositor...................................74

Section 6.02   Merger or Consolidation of the Depositor.......................74

Section 6.03   Limitation on Liability of the Depositor and Others............75

Section 6.04   Servicing Compliance Review....................................75

Section 6.05   Option to Purchase Defaulted Mortgage Loans....................75

 

 

                                  ARTICLE VII

 

                               SERVICER DEFAULT

 

Section 7.01   Events of Default..............................................76

Section 7.02   Master Servicer to Act; Appointment of Successor...............76

Section 7.03   Master Servicer to Act as Servicer.............................77

Section 7.04   Notification to Certificateholders.............................78

 

 

                                 ARTICLE VIII

 

                   CONCERNING THE TRUSTEE AND THE CUSTODIANS

 

Section 8.01   Duties of the Trustee and the Custodians.......................78

Section 8.02   Custodial Responsibilities.....................................79

Section 8.03   Certain Matters Affecting the Trustee and the Custodians.......79

Section 8.04   Trustee and Custodians Not Liable for Certificates

                or Mortgage Loans............................................81

Section 8.05   Trustee May Own Certificates...................................81

Section 8.06   Trustee's Fees and Expenses....................................81

Section 8.07   Eligibility Requirements for the Trustee.......................82

Section 8.08   Resignation and Removal of the Trustee.........................83

Section 8.09   Successor Trustee..............................................83

Section 8.10   Merger or Consolidation of the Trustee or the Custodians.......84

Section 8.11   Appointment of Co-Trustee or Separate Trustee..................84

Section 8.12   Tax Matters....................................................85

Section 8.13   Periodic Filings...............................................88

Section 8.14   Tax Classification of the Excess Reserve Fund Account and

                the Interest Rate Swap Agreement.............................90

Section 8.15   Custodial Responsibilities.....................................91

 

 

                                      ii

 

<PAGE>

 

                                  ARTICLE IX

 

          ADMINISTRATION OF THE MORTGAGE LOANS BY THE MASTER SERVICER

 

Section 9.01   Duties of the Master Servicer; Enforcement of

                Servicer's Obligations.......................................92

Section 9.02   Maintenance of Fidelity Bond and Errors and

                Omissions Insurance..........................................93

Section 9.03   Representations and Warranties of the Master Servicer..........94

Section 9.04   Master Servicer Events of Default..............................96

Section 9.05   Waiver of Default..............................................97

Section 9.06   Successor to the Master Servicer...............................97

Section 9.07   Merger or Consolidation........................................98

Section 9.08   Resignation of the Master Servicer.............................99

Section 9.09   Assignment or Delegation of Duties by the Master Servicer......99

Section 9.10   Limitation on Liability of the Master Servicer.................99

Section 9.11   Indemnification; Third Party Claims...........................100

 

 

                                   ARTICLE X

 

                    CONCERNING THE SECURITIES ADMINISTRATOR

 

Section 10.01   Duties of Securities Administrator...........................101

Section 10.02   Certain Matters Affecting the Securities Administrator.......102

Section 10.03   Securities Administrator Not Liable for Certificates or

                Mortgage Loans..............................................103

Section 10.04   Securities Administrator May Own Certificates................104

Section 10.05   Securities Administrator's Fees and Expenses.................104

Section 10.06   Eligibility Requirements for Securities Administrator........105

Section 10.07   Resignation and Removal of Securities Administrator..........105

Section 10.08   Successor Securities Administrator...........................106

Section 10.09   Merger or Consolidation of Securities Administrator..........107

Section 10.10   Assignment or Delegation of Duties by the

                Securities Administrator....................................107

 

 

                                  ARTICLE XI

 

                                   TERMINATION

 

Section 11.01   Termination upon Liquidation or Purchase of

                the Mortgage Loans..........................................107

Section 11.02   Final Distribution on the Certificates.......................108

Section 11.03   Additional Termination Requirements..........................110

 

 

                                  ARTICLE XII

 

                           MISCELLANEOUS PROVISIONS

 

Section 12.01   Amendment....................................................110

Section 12.02   Recordation of Agreement; Counterparts.......................112

 

 

                                     iii

 

<PAGE>

 

Section 12.03   Governing Law................................................113

Section 12.04   Intention of Parties.........................................113

Section 12.05   Notices......................................................113

Section 12.06   Severability of Provisions...................................114

Section 12.07   Limitation on Rights of Certificateholders...................114

Section 12.08   Certificates Nonassessable and Fully Paid....................115

Section 12.09   Waiver of Jury Trial.........................................115

 

 

                                      iv

 

<PAGE>

 

                                    SCHEDULES

 

Schedule I      Mortgage Loan Schedule

 

                                EXHIBITS

 

 

Exhibit A       Form of Class A, Class M and Class B Certificates

 

Exhibit B       Form of Class P Certificates

 

Exhibit C       Form of Class R-1 and Class R-2 Certificates

 

Exhibit D       Form of Class X Certificate

 

Exhibit E       Form of Initial Certification of Trustee

 

Exhibit F       Form of Document Certification and Exception Report of Custodian

 

Exhibit G       Form of Residual Transfer Affidavit

 

Exhibit H       Form of Transferor Certificate

 

Exhibit I       Form of Rule 144A Letter

 

Exhibit J       Form of Certification to be provided with Form 10-K

 

Exhibit K       Form of Certification to be provided to Depositor

 

Exhibit L       Amended and Restated Flow Seller's Warranties and Servicing

               Agreement, dated as of August 1, 2003, as amended by an

               Amendment thereto, dated as of July 1, 2004, between National

               City Mortgage Co. and Goldman Sachs Mortgage Company

 

Exhibit M       Master Mortgage Loan Purchase Agreement, dated April 1, 2004, as

               amended by Amendment No. 1, dated as of July 1, 2004, and as

               amended by Amendment No. 2, dated as of January 1, 2005,

               between GreenPoint Mortgage Funding, Inc. and Goldman Sachs

               Mortgage Company

 

Exhibit N       Servicing Agreement, dated as of April 1, 2004, as amended by

               Amendment No. 1, dated as of July 1, 2004, and as amended by

               Amendment No. 2, dated as of January 1, 2005, between

               GreenPoint Mortgage Funding, Inc. and Goldman Sachs Mortgage

               Company

 

Exhibit O       Flow Seller's Warranties and Servicing Agreement, dated November

               1, 2004, between Goldman Sachs Mortgage Company and SunTrust

               Mortgage, Inc.

 

Exhibit P       Master Mortgage Loan Purchase Agreement, dated July 1, 2004

               between Countrywide Home Loans, Inc. and Goldman Sachs Mortgage

               Company

 

                                       v

 

<PAGE>

 

Exhibit Q       Servicing Agreement, dated July 1, 2004, between Countrywide Home

               Loans Servicing LP and Goldman Sachs Mortgage Company

 

Exhibit R       Form of Master Loan Purchase Agreement, between various sellers

               and Goldman Sachs Mortgage Company

 

Exhibit S       Flow Servicing Agreement, dated as of May 1, 2005, between

               Countrywide Home Loans Servicing LP and Goldman Sachs Mortgage

               Company

 

 

 

                                       vi

 

<PAGE>

 

          THIS MASTER SERVICING AND TRUST AGREEMENT, dated as of November 1,

2005 (this "Agreement"), is hereby executed by and among GS MORTGAGE

SECURITIES CORP., a Delaware corporation (the "Depositor"), WACHOVIA BANK,

N.A., as trustee (in such capacity, the "Trustee"), DEUTSCHE BANK NATIONAL

TRUST COMPANY ("Deutsche Bank"), as a custodian, J.P. MORGAN TRUST COMPANY,

N.A. ("JPMorgan"), as a custodian (Deutsche Bank and JPMorgan, each a

"Custodian" and together the "Custodians") and JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as master servicer (in such capacity, the "Master Servicer") and

as securities administrator (in such capacity, the "Securities

Administrator").

 

                             W I T N E S S E T H:

                             - - - - - - - - - -

 

          In consideration of the mutual agreements herein contained, the

parties hereto agree as follows:

 

                             PRELIMINARY STATEMENT

 

          The Securities Administrator on behalf of the Trust shall elect that

three segregated asset pools within the Trust Fund be treated for federal

income tax purposes as comprising three REMICs (each, a "Trust REMIC" or, in

the alternative, the "Lower-Tier REMIC", the "Middle-Tier REMIC", and the

"Upper-Tier REMIC", respectively). The Class X Interest, Class UT-Swap IO

Interest and each Class of Principal Certificates (other than the right of

each Class of Principal Certificates to receive Basis Risk Carry Forward

Amounts), represents ownership of a regular interest in the Upper-Tier REMIC

for purposes of the REMIC Provisions. The Class R-1 Certificates represent

ownership of the sole class of residual interest in the Upper-Tier REMIC, and

the Class R-2 Certificates represent ownership of the sole class of residual

interest in each of the Lower-Tier REMIC and the Middle Tier REMIC for

purposes of the REMIC Provisions. The Startup Day for each REMIC described

herein is the Closing Date. The latest possible maturity date for each

Certificate is the latest date referenced in Section 2.04. The Upper-Tier

REMIC shall hold as assets the several classes of uncertificated Lower-Tier

Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets

the assets described in the definition of "Trust Fund" herein (other than the

Prepayment Premiums, the Interest Rate Swap Agreement and the Excess Reserve

Fund Account). Each Lower-Tier Regular Interest is hereby designated as a

regular interest in the Lower-Tier REMIC. Each Middle-Tier Regular Interest is

hereby designated as a regular interest in the Lower-Tier REMIC. The Class

MT-1A1, Class MT-1A2, Class MT-2A1, Class MT-2A2, Class MT-2A3, Class MT-2A4,

Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-M-4, Class MT-M-5, Class

MT-M-6, Class MT-B-1, Class MT-B-2 and Class MT-B-3 Interests are hereby

designated the MT-Accretion Directed Classes (the "MT Accretion Directed

Classes"). The Class P Certificates represent beneficial ownership of the

Prepayment Premiums, each Class of Regular Certificates represents beneficial

ownership of a regular interest in the Upper-Tier REMIC and the right to

receive Basis Risk Carry Forward Amounts and the Class X Certificates

represent beneficial ownership of two separate regular interests in the

Upper-Tier REMIC, the Interest Rate Swap Agreement, the Supplemental Trust and

the Excess Reserve Fund Account, which portions of the Trust Fund shall be

treated as a grantor trust.

 

 

<PAGE>

 

                             The Lower-Tier REMIC

 

-------------------------------------------------------------------------------

Class LT-1              $       46,316,776.18      (2)

--------------------- ------------------------- -------------------------------

Class LT-2              $       44,062,767.91      (2)

--------------------- ------------------------- -------------------------------

Class LT-3              $       64,219,233.46      (2)

--------------------- ------------------------- -------------------------------

Class LT-4              $       38,790,769.41      (2)

--------------------- ------------------------- -------------------------------

Class LT-5              $       36,903,170.36      (2)

--------------------- ------------------------- -------------------------------

Class LT-6              $       35,107,411.43      (2)

--------------------- ------------------------- -------------------------------

Class LT-7              $       33,399,024.69      (2)

--------------------- ------------------------- -------------------------------

Class LT-8              $       31,773,759.60      (2)

--------------------- ------------------------- -------------------------------

Class LT-9              $       30,227,572.39      (2)

--------------------- ------------------------- -------------------------------

Class LT-10             $       80,536,566.29      (2)

--------------------- ------------------------- -------------------------------

Class LT-11             $       24,837,259.86      (2)

--------------------- ------------------------- -------------------------------

Class LT-12             $       23,628,583.90      (2)

--------------------- ------------------------- -------------------------------

Class LT-13             $       22,478,718.42      (2)

--------------------- ------------------------- -------------------------------

Class LT-14             $       21,384,802.23      (2)

--------------------- ------------------------- -------------------------------

Class LT-15             $       20,344,113.38      (2)

--------------------- ------------------------- -------------------------------

Class LT-16             $       19,354,062.23      (2)

--------------------- ------------------------- -------------------------------

Class LT-17             $       18,412,062.44      (2)

--------------------- ------------------------- -------------------------------

Class LT-18              $       17,516,027.52      (2)

--------------------- ------------------------- -------------------------------

Class LT-19             $       16,663,592.38      (2)

--------------------- ------------------------- -------------------------------

Class LT-20             $       15,852,627.71      (2)

--------------------- ------------------------- -------------------------------

Class LT-21             $       15,081,518.42      (2)

--------------------- ------------------------- -------------------------------

Class LT-22             $       33,673,207.04      (2)

--------------------- ------------------------- -------------------------------

Class LT-23             $       12,707,831.65      (2)

--------------------- ------------------------- -------------------------------

 

 

                                      2

<PAGE>

 

-------------------------------------------------------------------------------

Class LT-24             $       12,089,384.19      (2)

--------------------- ------------------------- -------------------------------

Class LT-25             $       11,501,030.08      (2)

--------------------- ------------------------- -------------------------------

Class LT-26             $       10,941,305.21      (2)

--------------------- ------------------------- -------------------------------

Class LT-27             $       10,408,816.61      (2)

--------------------- ------------------------- -------------------------------

Class TL-28             $        9,902,239.16      (2)

--------------------- ------------------------- -------------------------------

Class LT-29             $        9,420,312.22      (2)

--------------------- ------------------------- -------------------------------

Class LT-30             $        8,961,836.37      (2)

--------------------- ------------------------- -------------------------------

Class LT-31             $        8,525,670.65      (2)

--------------------- ------------------------- -------------------------------

Class LT-32             $        8,112,519.62      (2)

--------------------- ------------------------- -------------------------------

Class LT-33             $       58,387,137.95      (2)

--------------------- ------------------------- -------------------------------

Class LT-34             $        4,873,989.47      (2)

--------------------- ------------------------- -------------------------------

Class LT-35             $        4,636,757.53      (2)

--------------------- ------------------------- -------------------------------

Class LT-36             $        4,411,070.54      (2)

--------------------- ------------------------- -------------------------------

Class LT-37             $        4,196,366.71      (2)

--------------------- ------------------------- -------------------------------

Class LT-38             $        3,992,111.59      (2)

--------------------- ------------------------- -------------------------------

Class LT-39             $        3,797,796.82      (2)

--------------------- ------------------------- -------------------------------

Class LT-40             $        3,612,938.69      (2)

--------------------- ------------------------- -------------------------------

Class LT-41             $        3,437,077.04      (2)

--------------------- ------------------------- -------------------------------

Class LT-42             $        3,269,774.09       (2)

--------------------- ------------------------- -------------------------------

Class LT-43             $        3,110,613.40      (2)

--------------------- ------------------------- -------------------------------

Class LT-44             $        2,959,198.75      (2)

--------------------- ------------------------- -------------------------------

Class LT-45             $        2,815,153.22      (2)

--------------------- ------------------------- -------------------------------

Class LT-46             $        2,678,118.21      (2)

--------------------- ------------------------- -------------------------------

Class LT-47             $        2,547,752.60      (2)

--------------------- ------------------------- -------------------------------

 

 

                                       3

<PAGE>

 

-------------------------------------------------------------------------------

Class LT-48             $        2,423,731.81      (2)

--------------------- ------------------------- -------------------------------

Class LT-49              $        2,305,747.13      (2)

--------------------- ------------------------- -------------------------------

Class LT-50             $        2,193,504.79      (2)

--------------------- ------------------------- -------------------------------

Class LT-51             $        2,086,725.39      (2)

--------------------- ------------------------- -------------------------------

Class LT-52             $        1,985,143.05      (2)

--------------------- ------------------------- -------------------------------

Class LT-53             $        1,888,504.89      (2)

--------------------- ------------------------- -------------------------------

Class LT-54             $        1,796,570.30      (2)

--------------------- ------------------------- -------------------------------

Class LT-55             $        1,709,110.37      (2)

--------------------- ------------------------- -------------------------------

Class LT-56             $       33,391,283.23      (2)

--------------------- ------------------------- -------------------------------

Class LT-57             $       46,316,776.18      (2)

--------------------- ------------------------- -------------------------------

Class LT-58             $       4,783,158.50       (2)

-------------------------------------------------------------------------------

 

          (1) Scheduled principal, prepayments and Realized Losses will be

allocated among such Classes sequentially to the Class having the lowest

cardinal number following such designation, in each case until reduced to

zero.

 

           (2) The WAC Cap calculated without regard to Swap Receipt Amounts

and Swap Payment Amounts.

 

          The Lower-Tier REMIC shall hold as assets all of the assets included

in the Trust Fund, other than Prepayment Premiums, the Interest Rate Swap

Agreement, the Supplemental Interest Trust and the Excess Reserve Fund

Account.

 

          In addition to issuing the Lower-Tier Regular Interests, the

Lower-Tier REMIC shall issue the Class LT-R Interest, which shall be

represented by the Class R-2 Certificates and represent the sole class of

residual interests in the Lower-Tier REMIC.

 

<TABLE>

                                               The Middle-Tier REMIC

<CAPTION>

 

                                                                                                     Corresponding

     Middle-Tier Interest           Middle-Tier                Initial Middle-Tier                   Upper-Tier REMIC

         Designation               Interest Rate                 Principal Amount                          Class

------------------------------ ------------------ -------------------------------------------   ---------------------------

<S>                             <C>                 <C>                                           <C>

Class MT-1A1                             (1)           1/2 initial Class Certificate Balance of                1A1

                                                    Corresponding Upper-Tier REMIC Regular

                                                    Interest

Class MT-1A2                             (1)           1/2 initial Class Certificate Balance of                1A2

                                                    Corresponding Upper-Tier

 

 

                                                         4

<PAGE>

 

                                                                                                     Corresponding

     Middle-Tier Interest           Middle-Tier                Initial Middle-Tier                   Upper-Tier REMIC

         Designation               Interest Rate                  Principal Amount                          Class

------------------------------ ------------------ -------------------------------------------   ---------------------------

                                                    REMIC Regular Interest

Class MT-2A1                            (1)           1/2 initial Class Certificate Balance of                2A1

                                                    Corresponding Upper-Tier REMIC Regular

                                                    Interest

Class MT-2A2                            (1)           1/2 initial Class Certificate Balance of                2A2

                                                    Corresponding Upper-Tier REMIC Regular

                                                     Interest

Class MT-2A3                            (1)           1/2 initial Class Certificate Balance of                2A3

                                                    Corresponding Upper-Tier REMIC Regular

                                                     Interest

Class MT-2A4                            (1)           1/2 initial Class Certificate Balance of                2A4

                                                    Corresponding Upper-Tier REMIC Regular

                                                     Interest

Class MT-M-1                            (1)           1/2 initial Class Certificate Balance of                M-1

                                                    Corresponding Upper-Tier REMIC Regular

                                                     Interest

Class MT-M-2                            (1)           1/2 initial Class Certificate Balance of                M-2

                                                    Corresponding Upper-Tier REMIC Regular

                                                     Interest

Class MT-M-3                            (1)           1/2 initial Class Certificate Balance of                M-3

                                                    Corresponding Upper-Tier REMIC Regular

                                                     Interest

Class MT-M-4                            (1)           1/2 initial Class Certificate Balance of                M-4

                                                    Corresponding Upper-Tier REMIC Regular

                                                     Interest

Class MT-M-5                            (1)           1/2 initial Class Certificate Balance of                M-5

                                                    Corresponding Upper-Tier REMIC Regular

                                                     Interest

Class MT-M-6                            (1)           1/2 initial Class Certificate Balance of                M-6

                                                    Corresponding Upper-Tier REMIC Regular

                                                    Interest

Class MT-B-1                            (1)           1/2 initial Class Certificate Balance of                B-1

                                                    Corresponding Upper-Tier REMIC Regular

                                                    Interest

Class MT-B-2                            (1)           1/2 initial Class Certificate Balance of                B-2

                                                    Corresponding Upper-Tier REMIC Regular

                                                    Interest

Class MT-B-3                            (1)           1/2 initial Class Certificate Balance of                B-3

                                                    Corresponding Upper-Tier REMIC Regular

                                                    Interest

Class MT-Accrual                        (1)           1/2 Pool Stated Principal Balance plus 1/2

                                                    Overcollateralized Amount, less aggregate

                                                    initial Lower Tier

_____________________

 

 

 

                                                         5

<PAGE>

 

                                                                                                     Corresponding

     Middle-Tier Interest           Middle-Tier                Initial Middle-Tier                   Upper-Tier REMIC

         Designation               Interest Rate                 Principal Amount                           Class

------------------------------ ------------------ -------------------------------------------   ---------------------------

                                                    Principal Amounts of Class MT-Group

                                                     I and Class MT-Group II Interests

-------------------------------

Class MT-Group I                        (2)           0.001% aggregated Stated Principal

                                                    Balance of Group I Mortgage Loans (4)

-------------------------------

Class MT-Group II                       (3)           0.001% aggregated Stated Principal

                                                    Balance of Group II Mortgage Loans (4)

MT-Swap IO                              (5)           (5)

-------------------------------

</TABLE>

 

(1)   The interest rate with respect to any Distribution Date for these

     interests is a per annum variable rate equal to the WAC Cap, calculated

     without regard to Swap Receipt Amounts.

 

(2)   The interest rate with respect to any Distribution Date for the Class

     MT-Group I Interest is a per annum variable rate (expressed as a

     percentage rounded to eight decimal places) equal to the Loan Group I

     Cap, calculated without regard to Swap Receipt Amounts.

 

(3)   The interest rate with respect to any Distribution Date for the Class

     MT-Group II Interest is a per annum variable rate (expressed as a

     percentage rounded to eight decimal places) equal to the Loan Group-II

     Cap calculated without regard to Swap Receipt Amounts.

 

(4)   For all Distribution Dates, the Lower Tier Principal Amount of these

     Lower Tier Regular Interests shall be rounded to eight decimal places.

 

(5)   For each Distribution Date, the Middle-Tier Interest Rate will equal the

     excess of 4.90% over one month LIBOR on a notional balance equal to the

     sum of the principal balances of each Lower Tier REMIC Regular Interest

     whose cardinal number following such designation (e.g. -1, -2, -3,..) is

      not exceeded by the ordinal number of the Distribution Date following the

     Closing Date (e.g. first, second, third,...) for such Distribution Date.

 

          The Middle-Tier REMIC shall hold as assets all of the Lower-Tier

REMIC Regular Interests.

 

           On each Distribution Date, 50% of the increase in the

Overcollateralized Amount will be payable as a reduction of the Middle-Tier

Principal Amount of the MT-Accretion Directed Classes (each such Class will be

reduced by an amount equal to 50% of any increase in the Overcollateralized

Amount that is attributable to a reduction in the Class Certificate Balance of

its Corresponding Class) and will be accrued and added to the Lower-Tier

Principal Amount of the Class MT-Accrual Interest. On each Distribution Date,

the increase in the Middle-Tier Principal Amount of the Class MT-Accrual

Interest may not exceed interest accruals for such Distribution Date for the

Class MT-Accrual Interest. In the event that: (i) 50% of the increase in the

Overcollateralized Amount exceeds (ii) interest accruals on the Class

MT-Accrual Interest for such Distribution Date, the excess for such

Distribution Date (accumulated with all such excesses for all prior

Distribution Dates) will be added to any increase in the Overcollateralized

Amount for purposes of determining the amount of interest accrual on the Class

MT-Accrual Interest payable as principal on the MT-Accretion Directed Classes

on the next Distribution Date

 

 

                                      6

<PAGE>

 

pursuant to the first sentence of this paragraph. All payments of scheduled

principal and prepayments of principal generated by the Mortgage Loans shall

be allocated (i) 50% to the Class MT-Accrual Interest, the Class MT-Group I

Interest and the Class MT-Group II Interest (and further allocated among these

Lower Tier Regular Interests in the manner described below) and (ii) 50% to

the MT-Accretion Directed Classes (principal payments shall be allocated among

such MT-Accretion Directed Classes in an amount equal to 50% of the principal

amounts allocated to their respective Corresponding Classes), until paid in

full. Notwithstanding the above, principal payments allocated to the Class X

Interest that result in the reduction in the Overcollateralized Amount shall

be allocated to the Class MT-Accrual Interest (until paid in full). Realized

Losses shall be applied so that after all distributions have been made on each

Distribution Date (i) the Middle-Tier Principal Amount of each of the

MT-Accretion Directed Classes is equal to 50% of the Class Certificate Balance

of its Corresponding Class, and (ii) the Class MT-Accrual Interest, the Class

MT-Group I Interest and the Class MT-Group II Interest (and further allocated

among these Lower Tier Regular Interests in the manner described below) is

equal to 50% of the aggregate Stated Principal Balance of the Mortgage Loans

plus 50% of the Overcollateralized Amount. As among the Class MT-Accrual

Interest, the Class MT-Group I Interest and the Class MT-Group II Interest,

all payments of scheduled principal and prepayments of principal generated by

the Mortgage Loans, and all Realized Losses, allocable to such Middle Tier

Regular Interests shall be allocated (i) to the Class MT-Group I Interest and

the Class MT-Group II Interest, each from the related Loan Group so that their

respective Lower Tier Principal Amounts (computed to at least eight decimal

places) are equal to 0.001% of the aggregate Stated Principal Balance of the

Mortgage Loans in the related Loan Group and (ii) the remainder of such

Realized Losses to the Class MT-Accrual Interest.

 

          In addition to issuing the Middle-Tier Regular Interests, the

Middle-Tier REMIC shall issue the Class MT-R Interest which shall be the sole

class of residual interests in the Middle-Tier REMIC. The Class R-2

Certificates will represent ownership of the Class MT-R Interest and will be

issued as a single certificate in a principal amount of $100 and shall have no

interest rate. Amounts received by the Class MT-R Interest shall be deemed

paid from the Middle-Tier REMIC.

 

                             The Upper-Tier REMIC

 

          The Upper-Tier REMIC shall issue the following classes of Upper-Tier

Regular Interests, and each such interest, other than the Class UT-R Interest,

is hereby designated as a regular interest in the Upper-Tier REMIC.

 

 

 

<TABLE>

<CAPTION>

 

                         Upper-Tier Interest

                              Rate and               Initial Upper-Tier Principal

     Upper-Tier              Corresponding              Amount and Corresponding       Corresponding Class of

  Class Designation      Class Pass-Through Rate        Class Certificate Balance            Certificates

-------------------   ---------------------------   -------------------------------   ------------------------

<S>                   <C>                           <C>                               <C>

Class 1A1                         (1)                       $    168,059,000                Class 1A1(17)

 

 

                                      7

<PAGE>

 

Class 1A2                          (2)                       $    18,674,000                 Class 1A2(17)

Class 2A1                         (3)                       $    393,599,000                Class 2A1(17)

Class 2A2                         (4)                       $    134,713,000                Class 2A2(17)

Class 2A3                         (5)                       $    133,800,000                Class 2A3(17)

Class 2A4                         (6)                       $    14,867,000                 Class 2A4(17)

Class M-1                          (7)                       $    18,554,000                 Class M-1(17)

Class M-2                         (8)                       $    8,349,000                  Class M-2(17)

Class M-3                         (9)                       $    4,638,000                  Class M-3(17)

Class M-4                        (10)                       $    4,638,000                  Class M-4(17)

Class M-5                        (11)                       $    4,638,000                  Class M-5(17)

Class M-6                         (12)                       $    4,638,000                  Class M-6(17)

Class B-1                        (13)                       $    4,638,000                  Class B-1

Class B-2                        (14)                       $    4,638,000                  Class B-2

Class B-3                        (15)                       $    4,638,000                  Class B-3

Class X                          (16)                                     (16)             Class X(16)

UT-Swap IO                        (18)                                     (18)             N/A

</TABLE>

 

(1)   The Class 1A1 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the least of (i) LIBOR plus 0.250%, (ii) the

     Loan Group I Cap and (iii) WAC Cap or (b) after the first distribution

     date on which the optional clean-up call is exercisable, the least of (i)

     LIBOR plus 0.500%, (ii) the Loan Group I Cap and (iii) the WAC Cap.

 

(2)   The Class 1A2 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the least of (i) LIBOR plus 0.350%, (ii) the

      Loan Group I Cap and (iii) WAC Cap or (b) after the first distribution

     date on which the optional clean-up call is exercisable, the least of (i)

     LIBOR plus 0.700%, (ii) the Loan Group I Cap and (iii) the WAC Cap.

 

(3)   The Class 2A1 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the least of (i) LIBOR plus 0.120%, (ii) the

     Loan Group II Cap and (iii) WAC Cap or (b) after the first distribution

     date on which the optional clean-up call is exercisable, the least of (i)

     LIBOR plus 0.240%, (ii) the Loan Group II Cap and (iii) the WAC Cap.

 

(4)   The Class 2A2 Interest will bear interest during each Interest Accrual

      Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the least of (i) LIBOR plus 0.250%, (ii) the

     Loan Group II Cap and (iii) WAC Cap or (b) after the first distribution

     date on which the optional clean-up call is exercisable, the least of (i)

     LIBOR plus 0.500%, (ii) the Loan Group II Cap and (iii) the WAC Cap.

 

(5)   The Class 2A3 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the least of (i) LIBOR plus 0.350%, (ii) the

     Loan Group II Cap and (iii) WAC Cap or (b) after the first distribution

     date on which the optional clean-up call is exercisable, the least of (i)

     LIBOR plus 0.700%, (ii) the Loan Group II Cap and (iii) the WAC Cap.

 

 

 

                                      8

<PAGE>

 

(6)   The Class 2A4 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the least of (i) LIBOR plus 0.400%, (ii) the

     Loan Group II Cap and (iii) WAC Cap or (b) after the first distribution

     date on which the optional clean-up call is exercisable, the least of (i)

     LIBOR plus 0.800%, (ii) the Loan Group II Cap and (iii) the WAC Cap.

 

(7)   The Class M-1 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) LIBOR plus 0.450% and (ii)

     the WAC Cap or (b) after the first distribution date on which the

     optional clean-up call is exercisable, the lesser of (i) LIBOR plus

     0.675% and (ii) the WAC Cap.

 

(8)   The Class M-2 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) LIBOR plus 0.470% and (ii)

     the WAC Cap or (b) after the first distribution date on which the

     optional clean-up call is exercisable, the lesser of (i) LIBOR plus

     0.705% and (ii) the WAC Cap.

 

(9)   The Class M-3 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) LIBOR plus 0.490% and (ii)

     the WAC Cap or (b) after the first distribution date on which the

     optional clean-up call is exercisable, the lesser of (i) LIBOR plus

      0.735% and (ii) the WAC Cap.

 

(10) The Class M-4 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) LIBOR plus 0.610% and (ii)

     the WAC Cap or (b) after the first distribution date on which the

     optional clean-up call is exercisable, the lesser of (i) LIBOR plus

     0.915% and (ii) the WAC Cap.

 

(11) The Class M-5 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) LIBOR plus 0.650% and (ii)

     the WAC Cap or (b) after the first distribution date on which the

     optional clean-up call is exercisable, the lesser of (i) LIBOR plus

     0.975% and (ii) the WAC Cap.

 

(12) The Class M-6 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) LIBOR plus 0.710% and (ii)

     the WAC Cap or (b) after the first distribution date on which the

     optional clean-up call is exercisable, the lesser of (i) LIBOR plus

     1.065% and (ii) the WAC Cap.

 

(13) The Class B-1 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) LIBOR plus 1.400% and (ii)

     the WAC Cap or (b) after the first distribution date on which the

     optional clean-up call is exercisable, the lesser of (i) LIBOR plus

     2.100% and (ii) the WAC Cap.

 

 

 

                                      9

<PAGE>

 

(14) The Class B-2 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) LIBOR plus 2.630% and (ii)

     the WAC Cap or (b) after the first distribution date on which the

     optional clean-up call is exercisable, the lesser of (i) LIBOR plus

     3.945% and (ii) the WAC Cap.

 

(15) The Class B-3 Interest will bear interest during each Interest Accrual

     Period at a per annum rate equal to (a) on or prior to the first possible

     Optional Termination Date, the lesser of (i) 5.000% and (ii) the weighted

     average of the interest rates for each mortgage loan (in each case, less

     the applicable Expense Fee Rate) then in effect at the beginning of the

     related Due Period on the mortgage loans or (b) after the first

     distribution date on which the optional clean-up call is exercisable, the

     lesser of (i) 5.500% and (ii) the weighted average of the interest rates

     for each mortgage loan (in each case, less the applicable Expense Fee

     Rate) then in effect at the beginning of the related Due Period on the

     mortgage loans.

 

(16) The Class X Interest will have a principal balance to the extent of any

     Overcollateralized Amount. The Class X Interest will not accrue interest

     on such balance but will accrue interest on a notional principal balance.

     As of any Distribution Date, the Class X Interest shall have a notional

     principal balance equal to the aggregate of the principal balances of the

     Middle-Tier Regular Interests as of the first day of the related Interest

     Accrual Period. With respect to any Interest Accrual Period, the Class X

     Interest shall bear interest at a rate equal to the excess, if any, of

     the WAC Cap over the product of (i) 2 and (ii) the weighted average

     Middle-Tier Interest Rate of the Middle-Tier Regular Interests, where the

     Middle-Tier Interest Rates on the Class MT-Accrual, Class MT-Group I and

     Class MT-Group II Interests are subject to a cap equal to zero and each

     MT-Accretion Directed Class is subject to a cap equal to the Pass-Through

     Rate on its Corresponding Class. With respect to any Distribution Date,

     interest that so accrues on the notional principal balance of the Class X

     Interest shall be deferred in an amount equal to any increase in the

     Overcollateralized Amount on such Distribution Date. Such deferred

     interest shall not itself bear interest. The Class X Certificates will

     represent beneficial ownership of the Class X Interest, the Interest Rate

     Swap Agreement, the Supplemental Interest Trust and amounts in the Excess

     Reserve Fund Account, subject to the obligation to make payments from the

     Excess Reserve Fund Account and the Supplemental Interest Trust in

     respect of Basis Risk Carry Forward Amounts. For federal income tax

     purposes, the Securities Administrator will treat the Class X

     Certificateholders' obligation to make payments from the Excess Reserve

     Fund Account and the Supplemental Interest Trust as payments made

     pursuant to an interest rate cap contract written by the Class X

     Certificateholders in favor of each Class of Principal Certificates. Such

     rights of the Class X Certificateholders and Principal Certificateholders

     shall be treated as held in a portion of the Trust Fund that is treated

     as a grantor trust under subpart E, Part I of subchapter J of the Code.

 

(17) Each of these Certificates will represent not only the ownership of the

     Corresponding Class of Upper-Tier Regular Interest but also the right to

     receive payments from the Excess Reserve Fund Account and the

     Supplemental Interest Trust in respect of any Basis Risk Carry Forward

     Amounts. For federal income tax purposes, the Securities Administrator

     will treat a Certificateholder's right to receive payments from the

     Excess

 

 

                                      10

<PAGE>

 

     Reserve Fund Account and the Supplemental Interest Trust as payments made

     pursuant to an interest rate cap contract written by the Class X

     Certificateholders.

 

(18) For each Distribution Date, 100% of the cash flow in respect of the Class

     MT-Swap IO Interest. The Class X Certificates will be entitled to 100% of

     the Cash flow in respect of the Class UT-Swap IO Interest.

 

(19) Each of these Certificates will also be subject to the obligation to pay

     Class IO Shortfalls as described in Section 8.14. For federal income tax

     purposes, any amount distributed on the Principal Certificates on any

     such Distribution Date in excess of their Pass Through Rate, calculated

     by subtracting any Swap Payment Amounts or Swap Receipt Amounts from the

     WAC Cap (the "REMIC Cap") shall be treated as having been paid from the

     Excess Reserve Fund Account or the Supplemental Interest Trust, as

     applicable, and any excess of the REMIC Cap over the amount distributable

     on such Class of Principal Certificates on such Distribution Date shall

     be treated as having been paid to the Supplemental Interest Trust, all

     pursuant to, and as further provided in, Section 8.14. The Trustee will

     treat a Principal Certificateholder's right to receive payments from the

     Excess Reserve Fund Account and the Supplemental Interest Trust as

     payments made pursuant to an interest rate cap contract written by the

     Class X Certificateholders.

 

 

 

 

                                      11

<PAGE>

 

 

 

 

          In addition to issuing the Upper-Tier Regular Interests, the

Upper-Tier REMIC shall issue the Class R-1 Certificates, which shall be the

sole class of residual interests in the Upper-Tier REMIC. The Class R-1

Certificates will be issued as a single certificate in definitive form in a

principal amount of $100 and shall have no interest rate. Amounts received by

the Class R-1 Certificates shall be deemed paid from the Upper-Tier REMIC.

 

          The foregoing REMIC structure is intended to cause all of the cash

from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow

on a REMIC regular interest, without creating any actual or potential

shortfall (other than for credit losses) to any Trust REMIC regular interest.

It is not intended that the Class R-1 or Class R-2 Certificates be entitled to

any cash flow pursuant to this Agreement except as provided in Section

4.01(a)(iii)(O) hereunder.

 

          For any purpose for which the Pass-Through Rates are calculated, the

interest rate on the Mortgage Loans shall be appropriately adjusted to account

for the difference between the monthly day count convention of the Mortgage

Loans and the monthly day count convention of the regular interests issued by

each of the REMICs. For purposes of calculating the Pass-Through Rates for

each of the interests issued by the Lower-Tier REMIC such rates shall be

adjusted to equal a monthly day count convention based on a 30 day month for

each Due Period and a 360-day year so that the Mortgage Loans and all regular

interests will be using the same monthly day count convention.

 

          The minimum denomination for each Class of the Offered Certificates

will be $50,000 initial Certificate Balance, with integral multiples of $1 in

excess thereof except that one Certificate in each Class may be issued in a

different amount. The minimum denomination for (a) the Class R-1 and Class R-2

Certificates will each be $100 and each will be a 100% Percentage Interest in

such Class and (b) the Class P and Class X Certificates will be a 1%

Percentage Interest in each such Class.

 

           Set forth below are designations of Classes of Certificates to the

categories used herein:

 

Book-Entry Certificates..............   All Classes of Certificates other than

                                       the Physical Certificates.

 

Class A Certificates.................   The Class 1A1, Class 1A2, Class 2A1,

                                       Class 2A2, Class 2A3 and Class 2A4

                                       Certificates, collectively.

 

Class B Certificates.................   The Class B-1, Class B-2 and Class B-3

                                       Certificates, collectively.

 

Class M Certificates.................   The Class M-1, Class M-2, Class M-3,

                                       Class M-4, Class M-5 and Class M-6

                                        Certificates, collectively.

 

Class R Certificates or

Residual Certificates................   The Class R-1 and Class R-2 Certificates.

 

 

 

                                      12

<PAGE>

 

ERISA Restricted                        The Private Certificates and any

Certificates.........................   Certificate with a rating below the

                                       lowest applicable permitted rating

                                       under the Underwriters' Exemption.

 

Fixed Rate Certificates..............   The Class B-3 Certificates.

 

LIBOR Certificates...................   The Offered Certificates (other than the

                                       Class B-3 Certificates and the Class R

                                        Certificates).

 

Offered Certificates.................   All Classes of Certificates other than

                                       the Private Certificates.

 

Physical Certificates................   The Class P and Class X Certificates.

 

Principal Certificates...............   The Fixed Rate Certificates and LIBOR

                                       Certificates.

 

Private Certificates.................   The Class B-3, Class P and Class X

                                       Certificates.

 

Rating Agencies......................   Moody's and S&P.

 

Regular Certificates.................   All Classes of Certificates other than

                                       the Class R Certificates.

 

Subordinated Certificates............   The Class M and Class B Certificates.

 

 

 

                                  ARTICLE I

 

                                  DEFINITIONS

 

          Section 1.01 Definitions. Capitalized terms used herein but not

defined herein shall have the meanings given them in the applicable Servicing

Agreement or Sale Agreement. Whenever used in this Agreement, the following

words and phrases, unless the context otherwise requires, shall have the

following meanings:

 

          60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to

which any portion of a Monthly Payment is, as of the last day of the prior Due

Period, two months or more past due (without giving effect to any grace

period), each Mortgage Loan in foreclosure, all REO Property and each Mortgage

Loan for which the Mortgagor has filed for bankruptcy.

 

          Account: Any of the Distribution Account or the Excess Reserve Fund

Account. Each Account shall be an Eligible Account.

 

          Accrued Certificate Interest Distribution Amount: With respect to

any Distribution Date for each Class of Principal Certificates, the amount of

interest accrued during the related Interest Accrual Period at the applicable

Pass-Through Rate on the related Class Certificate Balance immediately prior

to such Distribution Date, as reduced by such Class's

 

 

                                      13

<PAGE>

 

share of Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls

for the related Due Period allocated to such Class pursuant to Section 4.02.

 

          Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and at

any time, the per annum rate equal to the Mortgage Interest Rate less the

Expense Fee Rate.

 

          Administrative Fee Rate: With respect to any Mortgage Loan, the

investment income earned on amounts in the Distribution Account during the

Master Servicer Float Period and paid to the Master Servicer as compensation

for its activities under this Agreement.

 

          Administrative Fees: As to each Mortgage Loan, the fees calculated

by reference to the Administrative Fee Rate.

 

          Advance: Any Monthly Advance or Servicing Advance.

 

          Affiliate: With respect to any Person, any other Person controlling,

controlled by or under common control with such first Person. For the purposes

of this definition, "control" means the power to direct the management and

policies of such Person, directly or indirectly, whether through the ownership

of voting securities, by contract or otherwise; and the terms "controlling"

and "controlled" have meanings correlative to the foregoing.

 

          Agreement: This Master Servicing and Trust Agreement and all

amendments or supplements hereto.

 

          Applied Realized Loss Amount: With respect to any Distribution Date,

the amount, if any, by which the aggregate Class Certificate Balance of the

Principal Certificates after distributions of principal on such Distribution

Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for

such Distribution Date.

 

          Assignment of Mortgage: An assignment of the Mortgage, notice of

transfer or equivalent instrument in recordable form (other than the

assignee's name and recording information not yet returned from the recording

office), reflecting the sale of the Mortgage to the Trustee.

 

          Assignment Agreement: A Step 1 Assignment Agreement or a Step 2

Assignment Agreement.

 

          Auction Call: As defined in Section 11.01.

 

          Available Funds: With respect to any Distribution Date and the

Mortgage Loans to the extent received by the Master Servicer (x) the sum of

(without duplication) (i) all scheduled installments of interest (net of the

related Expense Fees) and principal due on the Due Date on such Mortgage Loans

in the related Due Period and received on or prior to the related

Determination Date, together with any Monthly Advances in respect thereof;

(ii) all Condemnation Proceeds, Insurance Proceeds and Liquidation Proceeds

received during the related Principal Prepayment Period (in each case, net of

unreimbursed expenses incurred in connection with a liquidation or foreclosure

and unreimbursed Advances, if any); (iii) all partial or full prepayments

(excluding Prepayment Premiums) on the Mortgage Loans received during

 

 

                                      14

<PAGE>

 

the related Principal Prepayment Period together with all Compensating

Interest paid in connection therewith; (iv) all amounts received with respect

to such Distribution Date in connection with a purchase or repurchase of a

Deleted Mortgage Loan; (v) all amounts received with respect to such

Distribution Date as a Substitution Adjustment Amount received in connection

with the substitution of a Mortgage Loan; (vi) all Swap Receipt Amounts, if

any, less Swap Payment Amounts, if any, for such Distribution Date; and (vii)

all proceeds received with respect to the termination of the Trust Fund

pursuant to clause (a) of Section 11.01; reduced by (y) all amounts in

reimbursement for Monthly Advances and Servicing Advances previously made with

respect to the Mortgage Loans, and other amounts as to which the Servicers,

the Depositor, the Master Servicer, the Securities Administrator, the Trustee

(or co-trustee) or the Custodians are entitled to be paid or reimbursed

pursuant to this Agreement.

 

          Basic Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the aggregate Principal Remittance Amount

for such Distribution Date over (ii) the Excess Overcollateralized Amount, if

any, for such Distribution Date.

 

          Basis Risk Carry Forward Amount: With respect to each Class of

Principal Certificates, as of any Distribution Date, the sum of (A) if on such

Distribution Date the Pass-Through Rate for any Class of Principal

Certificates is based upon a Loan Group Cap or the WAC Cap, the excess, if

any, of (i) the amount of interest such Class of Certificates would otherwise

be entitled to receive on such Distribution Date had such Pass-Through Rate

not been subject to a Loan Group Cap or the WAC Cap, over (ii) the amount of

interest that Class of Certificates received on such Distribution Date taking

into account the related Loan Group Cap and the WAC Cap and (B) the Basis Risk

Carry Forward Amount for such Class of Certificates for all previous

Distribution Dates not previously paid, together with interest thereon at a

rate equal to the applicable Pass-Through Rate for such Class of Certificates

for such Distribution Date, without giving effect to a Loan Group Cap or the

WAC Cap).

 

          Basis Risk Payment: For any Distribution Date, an amount equal to

the lesser of (i) the aggregate of the Basis Risk Carry Forward Amounts for

such Distribution Date, (ii) the Class X Distributable Amount (prior to any

reduction for Basis Risk Payments) or (iii) the amount payable from the

Supplemental Interest Trust.

 

           Book-Entry Certificates: As specified in the Preliminary Statement.

 

          Business Day: Any day other than (i) Saturday or Sunday, or (ii) a

day on which banking and savings and loan institutions, in (a) the States of

New York or California, (b) the State in which a Servicer's servicing

operations are located, or (c) the State in which the Trustee's operations are

located, are authorized or obligated by law or executive order to be closed.

 

          Certificate: Any one of the Certificates executed by the Securities

Administrator in substantially the forms attached hereto as exhibits.

 

          Certificate Balance: With respect to any Class of Principal

Certificates, at any date, the maximum dollar amount of principal to which the

Holder thereof is then entitled hereunder, such amount being equal to the

Denomination thereof minus all distributions of

 

 

                                      15

<PAGE>

 

principal previously made with respect thereto and in the case of any

Subordinated Certificates, reduced by any Applied Realized Loss Amounts

applicable to such Class of Subordinated Certificates; provided, however, that

immediately following the Distribution Date on which a Subsequent Recovery is

distributed, the Class Certificate Balances of any Class or Classes of

Certificates that have been previously reduced by Applied Realized Loss

Amounts will be increased, in order of seniority, by the amount of the

Subsequent Recovery distributed on such Distribution Date (up to the amount of

Applied Realized Loss Amounts allocated to such Class or Classes). The Class X

and Class P Certificates have no Certificate Balance.

 

          Certificate Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Book-Entry Certificate.

 

           Certificate Register: The register maintained pursuant to Section

5.02.

 

          Certificateholder or Holder: The person in whose name a Certificate

is registered in the Certificate Register, except that, solely for the purpose

of giving any consent pursuant to this Agreement, any Certificate registered

in the name of the Depositor or any affiliate of the Depositor shall be deemed

not to be Outstanding and the Percentage Interest evidenced thereby shall not

be taken into account in determining whether the requisite amount of

Percentage Interests necessary to effect such consent has been obtained;

provided, however, that if any such Person (including the Depositor) owns 100%

of the Percentage Interests evidenced by a Class of Certificates, such

Certificates shall be deemed to be Outstanding for purposes of any provision

hereof that requires the consent of the Holders of Certificates of a

particular Class as a condition to the taking of any action hereunder. The

Securities Administrator is entitled to rely conclusively on a certification

of the Depositor or any affiliate of the Depositor in determining which

Certificates are registered in the name of an affiliate of the Depositor.

 

          Certification: As defined in Section 8.13(b).

 

          Class: All Certificates bearing the same class designation as set

forth in this Agreement.

 

          Class 1A Certificates: The Class 1A1 and Class 1A2 Certificates,

collectively.

 

          Class 2A Certificates: The Class 2A1, Class 2A2, Class 2A3 and Class

2A4 Certificates, collectively.

 

          Class A Certificate Group: Either the Class 1A or Class 2A

Certificates.

 

          Class A Certificates: As specified in the Preliminary Statement.

 

          Class A Principal Allocation Percentage: For any Distribution Date,

the percentage equivalent of a fraction, determined as follows: (A) with

respect to the Class 1A Certificates, a fraction, the numerator of which is

the portion of the Principal Remittance Amount for such Distribution Date that

is attributable to the principal received or advanced on the Group I Mortgage

Loans and the denominator of which is the Principal Remittance Amount for such

Distribution Date and (B) with respect to the Class 2A Certificates, a

fraction, the numerator of which is the portion of the Principal Remittance

Amount for such Distribution Date

 

 

                                      16

<PAGE>

 

that is attributable to the principal received or advanced on the Group II

Mortgage Loans and the denominator of which is the Principal Remittance Amount

for such Distribution Date.

 

          Class A Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the aggregate Class Certificate Balance

of the Class A Certificates immediately prior to such Distribution Date over

(ii) the lesser of (A) 86.20% of the aggregate Stated Principal Balance of the

Mortgage Loans for such Distribution Date and (B) the excess, if any, of the

aggregate Stated Principal Balance of the Mortgage Loans for such Distribution

Date over the Overcollateralization Floor.

 

          Class 1A1 Certificates: All Certificates bearing the class

designation of "Class 1A1."

 

          Class 1A2 Certificates: All Certificates bearing the class

designation of "Class 1A2."

 

          Class 2A1 Certificates: All Certificates bearing the class

designation of "Class 2A1."

 

          Class 2A2 Certificates: All Certificates bearing the class

designation of "Class 2A2."

 

          Class 2A3 Certificates: All Certificates bearing the class

designation of "Class 2A3."

 

          Class 2A4 Certificates: All Certificates bearing the class

designation of "Class 2A4."

 

          Class B Certificates: As specified in the Preliminary Statement.

 

          Class B-1 Certificates: All Certificates bearing the class

designation of "Class B-1."

 

          Class B-1 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after

taking into account the distribution of the Class M-1 Principal Distribution

Amount on such Distribution Date), (C) the Class Certificate Balance of the

Class M-2 Certificates (after taking into account the distribution of the

Class M-2 Principal Distribution Amount on such Distribution Date), (D) the

Class Certificate Balance of the Class M-3 Certificates (after taking into

account the distribution of the Class M-3 Principal Distribution Amount on

such Distribution Date), (E) the Class Certificate Balance of the Class M-4

Certificates (after taking into account the distribution of the Class M-4

Principal Distribution Amount on such Distribution Date), (F) the Class

Certificate Balance of the Class M-5 Certificates (after taking into account

the distribution of the Class M-5 Principal Distribution Amount on such

Distribution Date), (G) the Class Certificate Balance of the Class M-6

Certificates (after taking into account the distribution of the Class M-6

Principal Distribution

 

 

                                      17

<PAGE>

 

Amount on such Distribution Date) and (H) the Class Certificate Balance of the

Class B-1 Certificates immediately prior to such Distribution Date over (ii)

the lesser of (A) the product of (x) 97.00% and (y) the aggregate Stated

Principal Balance of the Mortgage Loans for such Distribution Date, and (B)

the excess, if any, of the aggregate Stated Principal Balance of the Mortgage

Loans for such Distribution Date over the Overcollateralization Floor.

 

          Class B-2 Certificates: All Certificates bearing the class

designation of "Class B-2."

 

          Class B-2 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after

taking into account the distribution of the Class M-1 Principal Distribution

Amount on such Distribution Date), (C) the Class Certificate Balance of the

Class M-2 Certificates (after taking into account the distribution of the

Class M-2 Principal Distribution Amount on such Distribution Date), (D) the

Class Certificate Balance of the Class M-3 Certificates (after taking into

account the distribution of the Class M-3 Principal Distribution Amount on

such Distribution Date), (E) the Class Certificate Balance of the Class M-4

Certificates (after taking into account the distribution of the Class M-4

Principal Distribution Amount on such Distribution Date), (F) the Class

Certificate Balance of the Class M-5 Certificates (after taking into account

the distribution of the Class M-5 Principal Distribution Amount on such

Distribution Date), (G) the Class Certificate Balance of the Class M-6

Certificates (after taking into account the distribution of the Class M-6

Principal Distribution Amount on such Distribution Date), (H) the Class

Certificate Balance of the Class B-1 Certificates (after taking into account

the distribution of the Class B-1 Principal Distribution Amount on such

Distribution Date) and (I) the Class Certificate Balance of the Class B-2

Certificates immediately prior to that Distribution Date over (ii) the lesser

of (A) the product of (x) 98.00% and (y) the aggregate Stated Principal

Balance of the Mortgage Loans for such Distribution Date and (B) the excess,

if any, of the aggregate Stated Principal Balance of the Mortgage Loans for

such Distribution Date over the Overcollateralization Floor.

 

          Class B-3 Certificates: All Certificates bearing the class

designation of "Class B-3."

 

          Class B-3 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after

taking into account the distribution of the Class M-1 Principal Distribution

Amount on such Distribution Date), (C) the Class Certificate Balance of the

Class M-2 Certificates (after taking into account the distribution of the

Class M-2 Principal Distribution Amount on such Distribution Date), (D) the

Class Certificate Balance of the Class M-3 Certificates (after taking into

account the distribution of the Class M-3 Principal Distribution Amount on

such Distribution Date), (E) the Class Certificate Balance of the Class M-4

Certificates (after taking into account the distribution of the Class M-4

Principal Distribution Amount on such Distribution Date), (F) the Class

Certificate Balance of the Class M-5

 

 

                                      18

<PAGE>

 

Certificates (after taking into account the distribution of the Class M-5

Principal Distribution Amount on such Distribution Date), (G) the Class

Certificate Balance of the Class M-6 Certificates (after taking into account

the distribution of the Class M-6 Principal Distribution Amount on such

Distribution Date), (H) the Class Certificate Balance of the Class B-1

Certificates (after taking into account the distribution of the Class B-1

Principal Distribution Amount on such Distribution Date), (I) the Class

Certificate Balance of the Class B-2 Certificates (after taking into account

the distribution of the Class B-2 Principal Distribution Amount on such

Distribution Date) and (J) the Class Certificate Balance of the Class B-3

Certificates immediately prior to that Distribution Date over (ii) the lesser

of (A) the product of 99.00% and (y) the aggregate Stated Principal Balance of

the Mortgage Loans for such Distribution Date and (B) the excess, if any, of

the aggregate Stated Principal Balance of the Mortgage Loans for such

Distribution Date over the Overcollateralization Floor.

 

          Class Certificate Balance: With respect to any Class and as to any

date of determination, the aggregate of the Certificate Balances of all

Certificates of such Class as of such date.

 

          Class IO Shortfalls: As defined in Section 8.14. For the avoidance

of doubt, the Class IO Shortfall for any Distribution Date shall equal the

amount payable to the Class X Certificates in respect of amounts due to the

Swap Provider on such Distribution Date (other than Defaulted Swap Termination

Payments) in excess of the amount payable on the Class X Interest on such

Distribution Date, all as further provided in Section 8.14.

 

          Class M Certificates: As specified in the Preliminary Statement.

 

          Class M-1 Certificates: All Certificates bearing the class

designation of "Class M-1."

 

           Class M-1 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), and (B) the Class Certificate Balance of the Class M-1 Certificates

immediately prior to such Distribution Date over (ii) the lesser of (A) the

product of (x) 90.20% and (y) the aggregate Stated Principal Balance of the

Mortgage Loans for such Distribution Date and (B) the excess, if any, of the

aggregate Stated Principal Balance of the Mortgage Loans for such Distribution

Date over the Overcollateralization Floor.

 

          Class M-2 Certificates: All Certificates bearing the class

designation of "Class M-2."

 

          Class M-2 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after

taking into account the distribution of the Class M-1 Principal Distribution

Amount on such Distribution Date) and (C) the Class Certificate Balance of the

Class M-2 Certificates immediately prior to such Distribution Date over (ii)

the lesser of (A) the product of

 

 

                                      19

<PAGE>

 

(x) 92.00% and (y) the aggregate Stated Principal Balance of the Mortgage

Loans for such Distribution Date and (B) the excess, if any, of the aggregate

Stated Principal Balance of the Mortgage Loans for such Distribution Date over

the Overcollateralization Floor.

 

          Class M-3 Certificates: All Certificates bearing the class

designation of "Class M-3."

 

          Class M-3 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after

taking into account the distribution of the Class M-1 Principal Distribution

Amount on such Distribution Date), (C) the Class Certificate Balance of the

Class M-2 Certificates (after taking into account the distribution of the

Class M-2 Principal Distribution Amount on such Distribution Date) and (D) the

Class Certificate Balance of the Class M-3 Certificates immediately prior to

such Distribution Date over (ii) the lesser of (A) the product of (x) 93.00%

and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such

Distribution Date and (B) the excess, if any, of the aggregate Stated

Principal Balance of the Mortgage Loans for such Distribution Date over the

Overcollateralization Floor.

 

          Class M-4 Certificates: All Certificates bearing the class

designation of "Class M-4."

 

           Class M-4 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after

taking into account the distribution of the Class M-1 Principal Distribution

Amount on such Distribution Date), (C) the Class Certificate Balance of the

Class M-2 Certificates (after taking into account the distribution of the

Class M-2 Principal Distribution Amount on such Distribution Date), (D) the

Class Certificate Balance of the Class M-3 Certificates (after taking into

account the distribution of the Class M-3 Principal Distribution Amount on

such Distribution Date) and (E) the Class Certificate Balance of the Class M-4

Certificates immediately prior to such Distribution Date over (ii) the lesser

of (A) the product of (x) 94.00% and (y) the aggregate Stated Principal

Balance of the Mortgage Loans for such Distribution Date and (B) the excess,

if any, of the aggregate Stated Principal Balance of the Mortgage Loans for

such Distribution Date over the Overcollateralization Floor.

 

           Class M-5 Certificates: All Certificates bearing the class

designation of "Class M-5."

 

          Class M-5 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after

taking into account the distribution of the Class M-1 Principal Distribution

Amount on such Distribution Date), (C) the Class Certificate Balance of the

Class M-2

 

 

                                      20

<PAGE>

 

Certificates (after taking into account the distribution of the Class M-2

Principal Distribution Amount on such Distribution Date), (D) the Class

Certificate Balance of the Class M-3 Certificates (after taking into account

the distribution of the Class M-3 Principal Distribution Amount on such

Distribution Date), (E) the Class Certificate Balance of the Class M-4

Certificates (after taking into account the distribution of the Class M-4

Principal Distribution Amount on such Distribution Date) and (F) the Class

Certificate Balance of the Class M-5 Certificates immediately prior to such

Distribution Date over (ii) the lesser of (A) the product of (x) 95.00% and

(y) the aggregate Stated Principal Balance of the Mortgage Loans for such

Distribution Date and (B) the excess, if any, of the aggregate Stated

Principal Balance of the Mortgage Loans for such Distribution Date over the

Overcollateralization Floor.

 

          Class M-6 Certificates: All Certificates bearing the class

designation of "Class M-6."

 

          Class M-6 Principal Distribution Amount: With respect to any

Distribution Date, the excess of (i) the sum of (A) the aggregate Class

Certificate Balance of the Class A Certificates (after taking into account the

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after

taking into account the distribution of the Class M-1 Principal Distribution

Amount on such Distribution Date), (C) the Class Certificate Balance of the

Class M-2 Certificates (after taking into account the distribution of the

Class M-2 Principal Distribution Amount on such Distribution Date), (D) the

Class Certificate Balance of the Class M-3 Certificates (after taking into

account the distribution of the Class M-3 Principal Distribution Amount on

such Distribution Date), (E) the Class Certificate Balance of the Class M-4

Certificates (after taking into account the distribution of the Class M-4

Principal Distribution Amount on such Distribution Date), (F) the Class

Certificate Balance of the Class M-5 Certificates (after taking into account

the distribution of the Class M-5 Principal Distribution Amount on such

Distribution Date) and (G) the Class Certificate Balance of the Class M-6

Certificates immediately prior to such Distribution Date over (ii) the lesser

of (A) the product of (x) 96.00% and (y) the aggregate Stated Principal

Balance of the Mortgage Loans for such Distribution Date and (B) the excess,

if any, of the aggregate Stated Principal Balance of the Mortgage Loans for

such Distribution Date over the Overcollateralization Floor.

 

          Class P Certificates: All Certificates bearing the class designation

of "Class P."

 

          Class R-1 Certificates: All Certificates bearing the class

designation of "Class R-1."

 

          Class R-2 Certificates: All Certificates bearing the class

designation of "Class R-2."

 

          Class X Certificates: All Certificates bearing the class designation

of "Class X."

 

          Class X Distributable Amount: On any Distribution Date, (i) as a

distribution in respect of interest, the amount of interest that has accrued

on the Class X Interest and not applied as an Extra Principal Distribution

Amount on such Distribution Date, plus any such accrued interest remaining

undistributed from prior Distribution Dates, plus, without duplication, (ii)

as a

 

 

                                      21

<PAGE>

 

distribution in respect of principal, any portion of the principal balance of

the Class X Interest which is distributable as an Overcollateralization

Reduction Amount, minus (iii) any amounts paid as a Basis Risk Payment.

 

          Class X Interest: The Upper-Tier Regular Interest represented by the

Class X Certificates as specified and described in the Preliminary Statement

and the related footnote thereto.

 

          Closing Date: November 22, 2005.

 

          Code: The Internal Revenue Code of 1986, including any successor or

amendatory provisions.

 

          Collection Account: The "Custodial Account" as defined in the

applicable Servicing Agreement.

 

          Compensating Interest: For any Distribution Date and Servicer (other

than SunTrust), the lesser of (a) the Prepayment Interest Shortfall, if any,

for the Distribution Date, with respect to voluntary Principal Prepayments in

full or in part by the Mortgagor (excluding any payments made upon liquidation

of the Mortgage Loan), and (b) (x) in the case of Countrywide and GreenPoint,

one half of the Servicing Fee payable to such Servicer for such Distribution

Date or (y) in the case of National City, the entire Servicing Fee payable to

such servicer for such Distribution Date. For any Distribution Date and

SunTrust, "Compensating Interest" shall mean the amount specified in clause

(a) above.

 

          Condemnation Proceeds: All awards or settlements in respect of a

Mortgaged Property, whether permanent or temporary, partial or entire, by

exercise of the power of eminent domain or condemnation, to the extent not

required to be released to a Mortgagor in accordance with the terms of the

related Mortgage Loan Documents.

 

          Corporate Trust Office: With respect to the Securities

Administrator, to the principal office of the Securities Administrator at 4

New York Plaza, 6th Floor, New York, New York 10004, Attention: Worldwide

Securities Servicers Global Debt - GSAA Home Equity Trust 2005-14, or at such

other address as the Securities Administrator may designate from time to time

by notice to the Certificateholders. With respect to the Trustee, to the

principal office of the Trustee at 401 South Tryon Street, 12th Floor NC1179,

Charlotte, North Carolina 28288-1179, Attention: Structured Finance Trust

Services or at such other address as the Trustee may designate from time to

time by notice to the Certificateholders.

 

          Corresponding Class: The Class of interests in one Trust REMIC

created under this Agreement that corresponds to the Class of interests in the

other Trust REMIC or to a Class of Certificates in the manner set out below:

 

 

<TABLE>

<CAPTION>

 

              Middle-Tier                              Upper-Tier                              Corresponding

           Regular Interest                         Regular Interest                      Class of Certificates

----------------------------------------   -----------------------------------   -------------------------------------

<S>                                         <C>                                   <C>

Class MT-1A1                                            Class 1A1                               Class 1A1

Class MT-1A2                                            Class 1A2                                Class 1A2

Class MT-2A1                                            Class 2A1                               Class 2A1

 

 

                                      22

<PAGE>

 

Class MT-2A2                                            Class 2A2                                Class 2A2

Class MT-2A3                                            Class 2A3                               Class 2A3

Class MT-2A4                                            Class 2A4                               Class 2A4

Class MT-M-1                                             Class M-1                               Class M-1

Class MT-M-2                                            Class M-2                               Class M-2

Class MT-M-3                                            Class M-3                               Class M-3

Class MT-M-4                                            Class M-4                               Class M-4

Class MT-M-5                                            Class M-5                               Class M-5

Class MT-M-6                                            Class M-6                               Class M-6

Class MT-B-1                                            Class B-1                               Class B-1

Class MT-B-2                                            Class B-2                               Class B-2

Class MT-B-3                                            Class B-3                               Class B-3

 

</TABLE>

 

          Countrywide: Countrywide Home Loans, Inc., a New York corporation,

and its successors in interest.

 

          Countrywide Mortgage Loans: The mortgage loans acquired by the

Purchaser from Countrywide pursuant to the Countrywide Sale Agreement, and, in

the case of the mortgage loans being serviced by Countrywide, shall include

the Goldman Conduit Mortgage Loans.

 

          Countrywide Sale Agreement: The Master Mortgage Loan Purchase

Agreement, dated July 1, 2004, between Countrywide and Goldman Sachs Mortgage

Company.

 

          Countrywide Servicing: Countrywide Home Loans Servicing LP, a Texas

limited partnership, and its successors in interest.

 

          Countrywide Servicing Agreements: The Flow Servicing Agreement,

dated May 1, 2005, between Countrywide Servicing and Goldman Sachs Mortgage

Company, and the Servicing Agreement, dated July 1, 2004, between Countrywide

Servicing and Goldman Sachs Mortgage Company, each as modified by the related

Assignment Agreements.

 

          Custodial File: With respect to each Mortgage Loan, any Mortgage

Loan Document which is delivered to the applicable Custodian or which at any

time comes into the possession of that Custodian.

 

          Custodian: With respect to the Goldman Conduit Mortgage Loans,

JPMorgan, and with respect to all other Mortgage Loans, Deutsche Bank.

 

          Cut-off Date: November 1, 2005.

 

          Cut-off Date Pool Principal Balance: The aggregate Stated Principal

Balance of all Mortgage Loans as of the Cut-off Date.

 

          Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated

Principal Balance thereof as of the close of business on the Cut-off Date

(after giving effect to payments of principal due on that date, whether or not

received).

 

 

 

                                      23

<PAGE>

 

          Defaulted Swap Termination Payment: Any Swap Termination Payment

required to be paid by the Supplemental Interest Trust to the Swap Provider

pursuant to the Interest Rate Swap Agreement as a result of an Event of

Default (as defined in the Interest Rate Swap Agreement) with respect to which

the Swap Provider is the defaulting party or a Termination Event (as defined

in the Interest Rate Swap Agreement) (other than Illegality or a Tax Event

that is not a Tax Event Upon Merger (each as defined in the Interest Rate Swap

Agreement)) with respect to which the Swap Provider is the sole Affected Party

(as defined in the Interest Rate Swap Agreement) or with respect to a

termination resulting from a Substitution Event (as defined in the Interest

Rate Swap Agreement).

 

          Definitive Certificates: Any Certificate evidenced by a Physical

Certificate and any Certificate issued in lieu of a Book-Entry Certificate

pursuant to Section 5.02(e).

 

          Deleted Mortgage Loan: A Mortgage Loan which is purchased or

repurchased by any Responsible Party, the Purchaser or the Depositor in

accordance with the terms of any Sale Agreement, any Assignment Agreement or

this Agreement, as applicable, or which is, in the case of a substitution

pursuant to the GreenPoint Sale Agreement, Countrywide Sale Agreement or any

related Assignment Agreement, replaced or to be replaced with a substitute

mortgage loan.

 

          Denomination: With respect to each Certificate, the amount set forth

on the face thereof as the "Initial Certificate Balance of this Certificate"

or the Percentage Interest appearing on the face thereof.

 

          Depositor: GS Mortgage Securities Corp., a Delaware corporation, and

its successors in interest.

 

          Depository: The initial Depository shall be The Depository Trust

Company, the nominee of which is CEDE & Co., as the registered Holder of the

Book-Entry Certificates. The Depository shall at all times be a "clearing

corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code

of the State of New York.

 

          Depository Institution: Any depository institution or trust company,

including the Trustee and the Securities Administrator, that (a) is

incorporated under the laws of the United States of America or any State

thereof, (b) is subject to supervision and examination by federal or state

banking authorities and (c) has outstanding unsecured commercial paper or

other short-term unsecured debt obligations that are rated "P-1" by Moody's

and "A-1" by Standard & Poor's.

 

          Depository Participant: A broker, dealer, bank or other financial

institution or other Person for whom from time to time a Depository effects

book-entry transfers and pledges of securities deposited with the Depository.

 

          Determination Date: With respect to each Distribution Date, the

Business Day immediately preceding the Remittance Date, or, with respect to

the Goldman Conduit Mortgage Loans, the 15th calendar day (or if such 15th day

is not a Business Day, the Business Day immediately following such 15th day)

of the month of the related Remittance Date.

 

           Deutsche Bank: Deutsche Bank National Trust Company.

 

 

 

                                      24

<PAGE>

 

          Distribution Account: The separate Eligible Account created by the

Master Servicer pursuant to Section 3.01(b) in the name of the Securities

Administrator as paying agent for the benefit of the Trustee and the

Certificateholders and designated "JPMorgan Chase Bank, National Association,

as paying agent, in trust for registered holders of GSAA Home Equity Trust

2005-14, Asset-Backed Certificates, Series 2005-14." Funds in the Distribution

Account shall be held in trust for the Certificateholders for the uses and

purposes set forth in this Agreement.

 

          Distribution Date: The 25th day of each month or, if such day is not

a Business Day, the immediately succeeding Business Day, commencing in

December 2005.

 

          Document Certification and Exception Report: The report attached to

Exhibit F hereto.

 

          Due Date: The day of the month on which the Monthly Payment is due

on a Mortgage Loan, exclusive of any days of grace.

 

          Due Period: With respect to any Distribution Date, the period

commencing on the second day of the calendar month preceding the month in

which that Distribution Date occurs and ending on the first day of the

calendar month in which that Distribution Date occurs, except, in the case of

the Goldman Conduit Mortgage Loans, the period commencing on the first day of

the month and ending on the last day of the month preceding the month of the

Remittance Date.

 

          Eligible Account: Either (i) an account maintained with a federal or

state chartered depository institution or trust company the short-term

unsecured debt obligations of which (or, in the case of a depository

institution or trust company that is a subsidiary of a holding company, the

short-term unsecured debt obligations of such holding company) are rated

"A-1+" by Standard & Poor's, "F1" by Fitch and "P-1" by Moody's (or a

comparable rating if another Rating Agency is specified by the Depositor by

written notice to the Servicer) at the time any amounts are held on deposit

therein, (ii) a trust account or accounts maintained with a federal or state

chartered depository institution or trust company acting in its fiduciary

capacity or (iii) any other account acceptable to each Rating Agency. Eligible

Accounts may bear interest, and may include, if otherwise qualified under this

definition, accounts maintained with the Securities Administrator or the

Trustee.

 

          ERISA: The Employee Retirement Income Security Act of 1974, as

amended.

 

          ERISA-Qualifying Underwriting: A best efforts or firm commitment

underwriting or private placement that meets the requirements of Prohibited

Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or any

successor thereto), or any substantially similar administrative exemption

granted by the U.S. Department of Labor.

 

          ERISA-Restricted Certificate: As specified in the Preliminary

Statement.

 

          Event of Default: As defined in the applicable Servicing Agreement.

 

 

 

                                      25

<PAGE>

 

          Excess Overcollateralized Amount: With respect to any Distribution

Date, the excess, if any, of (a) the Overcollateralized Amount on such

Distribution Date over (b) the Specified Overcollateralized Amount for such

Distribution Date.

 

          Excess Reserve Fund Account: The separate Eligible Account created

and maintained by the Securities Administrator pursuant to Sections 3.01(a) in

the name of the Securities Administrator as paying agent for the benefit of

the Regular Certificateholders and designated "JPMorgan Chase Bank, National

Association, as paying agent, in trust for registered holders of GSAA Home

Equity Trust 2005-14, Asset-Backed Certificates, Series 2005-14." Funds in the

Excess Reserve Fund Account shall be held in trust for the Regular

Certificateholders for the uses and purposes set forth in this Agreement.

Amounts on deposit in the Excess Reserve Fund Account shall not be invested.

 

          Exchange Act: The Securities Exchange Act of 1934, as amended.

 

          Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal

to the sum of the Servicing Fee Rate, the Administrative Fee Rate and, if set

forth on the Mortgage Loan Schedule, the applicable Primary Mortgage Insurance

Policy premium rate.

 

          Expense Fees: As to each Mortgage Loan, the fees calculated by

reference to the Expense Fee Rate.

 

          Extra Principal Distribution Amount: As of any Distribution Date,

the lesser of (x) the related Total Monthly Excess Spread for that

Distribution Date and (y) the related Overcollateralization Deficiency for

such Distribution Date.

 

          Fair Market Value Excess: As defined in Section 11.01.

 

          Fannie Mae: The Federal National Mortgage Association, and its

successors in interest.

 

          Final Scheduled Distribution Date: The Final Scheduled Distribution

Date for each Class of Certificates is the Distribution Date occurring in

December 2035.

 

          Fitch: Fitch, Inc.

 

          Fixed Rate Certificates: As specified in the Preliminary Statement.

 

          Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate

instrumentality of the United States created and existing under Title III of

the Emergency Home Finance Act of 1970, as amended, and its successors in

interest.

 

          Goldman Conduit: Goldman Sachs Mortgage Conduit Program.

 

          Goldman Conduit Mortgage Loans: The Mortgage Loans acquired by the

Purchaser pursuant to the applicable Goldman Conduit Sale Agreements.

 

 

 

                                      26

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          Goldman Conduit Sale Agreements: The Master Loan Purchase

Agreements, between various mortgage loan sellers and Goldman Sachs Mortgage

Company, dated as of their respective dates.

 

          Goldman Servicing Agreement: The Flow Servicing Agreement, dated as

of May 1, 2005, between Countrywide Servicing and Goldman Sachs Mortgage

Company relating to the servicing of the Goldman Conduit Mortgage Loans.

 

          GreenPoint: GreenPoint Mortgage Funding, Inc., a New York

corporation, and its successor in interest.

 

          GreenPoint Mortgage Loans: The Mortgage Loans acquired by the

Purchaser from GreenPoint pursuant to the GreenPoint Sale Agreement.

 

          GreenPoint Sale Agreement: The Master Mortgage Loan Purchase

Agreement, dated April 1, 2004, as amended by Amendment No. 1, dated as of

July 1, 2004, and as amended by Amendment No. 2, dated as of January 1, 2005,

between GreenPoint and Goldman Sachs Mortgage Company.

 

          GreenPoint Servicing Agreement: The Servicing Agreement, dated as of

April 1, 2004, as amended by Amendment No. 1, dated as of July 1, 2004, and as

amended by Amendment No. 2, dated as of January 1, 2005, between GreenPoint

and Goldman Sachs Mortgage Company.

 

          Group I Mortgage Loans: The Mortgage Loans identified on the

Mortgage Loan Schedule as Group I Mortgage Loans.

 

          Group I Sequential Trigger Event: With respect to any Distribution

Date (a) before the 37th Distribution Date, the circumstances in which the

aggregate amount of Realized Losses incurred since the Cut off Date through

the last day of the related Prepayment Period divided by the aggregate Stated

Principal Balance of the Mortgage Loans as of the Cut off Date exceeds 0.60%,

or (b) on or after the 37th Distribution Date, if a Trigger Event is in

effect.

 

          Group II Mortgage Loans: The Mortgage Loans identified on the

Mortgage Loan Schedule as Group II Mortgage Loans.

 

          Group II Sequential Trigger Event: With respect to any Distribution

Date (a) before the 37th Distribution Date, the circumstances in which the

aggregate amount of Realized Losses incurred since the Cut off Date through

the last day of the related Prepayment Period divided by the aggregate Stated

Principal Balance of the Mortgage Loans as of the Cut off Date exceeds 0.60%,

or (b) on or after the 37th Distribution Date, if a Trigger Event is in

effect.

 

          Insurance Proceeds: With respect to each Mortgage Loan, proceeds of

insurance policies insuring the Mortgage Loan or the related Mortgaged

Property.

 

          Interest Accrual Period: With respect to any Distribution Date, (i)

with respect to the LIBOR Certificates, the period commencing on the

immediately preceding Distribution Date (or commencing on the Closing Date in

the case of the first Distribution Date) and ending on the

 

 

                                      27

<PAGE>

 

day immediately preceding the current Distribution Date, and (ii) with respect

to the Fixed Rate Certificates, the calendar month immediately preceding the

month which such Distribution Date occurs. For purposes of computing interest

accruals on each Class of LIBOR Certificates, each Interest Accrual Period has

the actual number of days in such period and each year is assumed to have 360

days. For purposes of computing interest accruals on the Fixed Rate

Certificates, each Interest Accrual Period has 30 days in such period and each

year is assumed to have 360 days.

 

          Interest Rate Swap Agreement: The interest rate swap agreement,

dated as of November 22, 2005, between the GSAA Home Equity Trust 2005-14 and

Goldman Sachs Mitsui Marine Derivative Products, L.P. and assigned to the

Supplemental Interest Trust or any other swap agreement (including any related

schedules) assigned to the Supplemental Interest Trust.

 

          Interest Remittance Amount: With respect to any Distribution Date

and the Mortgage Loans in a Loan Group, that portion of Available Funds

attributable to interest relating to the Mortgage Loans in such Loan Group and

any Swap Receipt Amount attributable to such Loan Group for such Distribution

Date, net of any Swap Payment Amount made from such Loan Group with respect to

such Distribution Date.

 

          Investment Account: As defined in Section 3.02(a).

 

          JPMorgan: J.P. Morgan Trust Company, N.A., a national banking

corporation, and its successors in interest.

 

          LIBOR: With respect to any Interest Accrual Period for the LIBOR

Certificates, the rate determined by the Securities Administrator on the

related LIBOR Determination Date on the basis of the offered rate for one

month U.S. dollar deposits as such rate appears on Telerate Page 3750 as of

11:00 a.m. (London time) on such date; provided, that if such rate does not

appear on Telerate Page 3750, the rate for such date will be determined on the

basis of the rates at which one-month U.S. dollar deposits are offered by the

Reference Banks at approximately 11:00 a.m. (London time) on such date to

prime banks in the London interbank market. In such event, the Securities

Administrator shall request the principal London office of each of the

Reference Banks to provide a quotation of its rate. If at least two such

quotations are provided, the rate for that date will be the arithmetic mean of

the quotations (rounded upwards if necessary to the nearest whole multiple of

1/16%). If fewer than two quotations are provided as requested, the rate for

that date will be the arithmetic mean of the rates quoted by major banks in

New York City, selected by the Securities Administrator (after consultation

with the Depositor), at approximately 11:00 a.m. (New York City time) on such

date for one-month U.S. dollar deposits of leading European banks. The

establishment of LIBOR by the Securities Administrator and the Securities

Administrator's subsequent calculations based thereon, in the absence of

manifest error, shall be final and binding. Except as otherwise set forth

herein, absent manifest error, the Securities Administrator may conclusively

rely on quotations of LIBOR as such quotations appear on Telerate Screen Page

3750.

 

          LIBOR Certificates: As specified in the Preliminary Statement.

 

 

 

                                      28

<PAGE>

 

          LIBOR Determination Date: With respect to any Interest Accrual

Period for the LIBOR Certificates, the second London Business Day preceding

the commencement of such Interest Accrual Period.

 

          Liquidated Mortgage Loan: With respect to any Distribution Date, a

defaulted Mortgage Loan (including any REO Property) which was liquidated in

the Principal Prepayment Period preceding the month of such Distribution Date

and as to which the applicable Servicer has certified that it has received all

amounts it expects to receive in connection with the liquidation of such

Mortgage Loan including the final disposition of an REO Property.

 

          Liquidation Proceeds: Cash received in connection with the

liquidation of a defaulted Mortgage Loan, whether through the sale or

assignment of such Mortgage Loan, trustee's sale, foreclosure sale or

otherwise, or the sale of the related Mortgaged Property if the Mortgaged

Property is acquired in satisfaction of the Mortgage Loan, including any

Subsequent Recoveries.

 

          Loan Group: The Group I Mortgage Loans or the Group II Mortgage

Loans, as applicable.

 

          Loan Group Cap: The Loan Group I Cap or the Loan Group II Cap, as

applicable.

 

          Loan Group I Cap: With respect to the Group I Mortgage Loans as of

any Distribution Date, a per annum rate equal to the product of (i) the sum of

(A) the weighted average of the Adjusted Net Mortgage Interest Rates then in

effect on the beginning of the related Due Period on the Group I Mortgage

Loans, and (B) the Swap Receipt Amount, if any, less the Swap Payment Amount,

if any, divided by Stated Principal Balance of the Mortgage Loans of the

beginning of the related Due Period multiplied by 12 and (ii) 30 divided by

the actual number of days in the related Interest Accrual Period.

 

           Loan Group II Cap: With respect to the Group II Mortgage Loans as of

any Distribution Date, a per annum rate equal to the product of (i) the sum of

(A) the weighted average of the Adjusted Net Mortgage Interest Rates then in

effect on the beginning of the related Due Period on the Group II Mortgage

Loans, and (B) the Swap Receipt Amount, if any, less the Swap Payment Amount,

if any, divided by Stated Principal Balance of the Mortgage Loans of the

beginning of the related Due Period multiplied by 12 and (ii) 30 divided by

the actual number of days in the related Interest Accrual Period.

 

          London Business Day: Any day on which dealings in deposits of United

States dollars are transacted in the London interbank market.

 

          Lower-Tier Principal Amount: As described in the Preliminary

Statement.

 

          Lower-Tier Regular Interest: As described in the Preliminary

Statement.

 

          Lower-Tier REMIC: As described in the Preliminary Statement.

 

          Majority Class X Certificateholder: The Holder or Holders of a

majority of the Percentage Interests in the Class X Certificates.

 

 

 

                                      29

<PAGE>

 

          Master Servicer: JPMorgan Chase Bank, National Association, and if a

successor master servicer is appointed hereunder, such successor.

 

          Master Servicer Event of Default: As defined in Section 9.04.

 

          Master Servicing Float Period: As to any Distribution Date and each

Mortgage Loan, the period commencing on the 18th Business Day immediately

preceding such Distribution Date and ending on such Distribution Date.

 

          MERS: Mortgage Electronic Registration Systems, Inc., a corporation

organized and existing under the laws of the State of Delaware, or any

successor thereto.

 

          MERS Loan: Any Mortgage Loan registered with MERS on the MERS

System.

 

          MERS System: The system of recording transfers of mortgages

electronically maintained by MERS.

 

          Middle-Tier Principal Amount: As described in the Preliminary

Statement.

 

          Middle-Tier Regular Interest: Each of the Class MT-1A1, Class

MT-1A2, Class MT-2A1, Class MT-2A2, Class MT-2A3, Class MT-2A4, Class MT-M-1,

Class MT-M-2, Class MT-M-3, Class MT-M-4, Class MT-M-5, Class MT-M-6, Class

MT-B-1, Class MT-B-2, Class MT-B-3, Class MT-Group I, Class MT-Group II and

Class MT-Accrual Interests as described in the Preliminary Statement.

 

          Middle-Tier REMIC: As described in the Preliminary Statement.

 

          Monthly Advance: As defined in the applicable Servicing Agreement.

 

          Monthly Payment: The scheduled monthly payment of principal and

interest on a Mortgage Loan.

 

          Monthly Statement: The statement made available to the

Certificateholders pursuant to Section 4.02.

 

          Moody's: Moody's Investors Service, Inc. If Moody's is designated as

a Rating Agency in the Preliminary Statement, for purposes of Section 12.05(b)

the address for notices to Moody's shall be Moody's Investors Service, Inc.,

99 Church Street, New York, New York 10007, Attention: Residential Mortgage

Pass-Through Group, or such other address as Moody's may hereafter furnish to

the Depositor and the Servicer.

 

          Mortgage: The mortgage, deed of trust or other instrument identified

on the Mortgage Loan Schedule as securing a Mortgage Note.

 

          Mortgage File: The items pertaining to a particular Mortgage Loan

contained in either the Servicing File or Custodial File.

 

 

 

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<PAGE>

 

          Mortgage Interest Rate: The annual rate of interest borne on a

Mortgage Note with respect to each Mortgage Loan.

 

          Mortgage Loan: An individual Mortgage Loan which is the subject of a

Sale Agreement and a Servicing Agreement, each Mortgage Loan originally sold

and subject to any Sale Agreement being identified on the Mortgage Loan

Schedule, which Mortgage Loan includes without limitation the Mortgage File,

the Servicing File, the Monthly Payments, Principal Prepayments, Prepayment

Premiums, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO

Disposition proceeds and all other rights, benefits, proceeds and obligations

arising from or in connection with such Mortgage Loan.

 

          Mortgage Loan Documents: The mortgage loan documents pertaining to

each Mortgage Loan.

 

          Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto

as Schedule I, such schedule setting forth the following information with

respect to each Mortgage Loan: (1) Responsible Party's Mortgage Loan number;

(2) the address, city, state and zip code of the Mortgaged Property; (3) a

code indicating whether the Mortgagor is self-employed; (4) a code indicating

whether the Mortgaged Property is owner-occupied, investment property or a

second home; (5) a code indicating whether the Mortgaged Property is a single

family residence, two family residence, three-family residence, four family

residence, condominium, manufactured housing or planned unit development; (6)

the purpose of the Mortgage Loan; (7) the type of Mortgage Loan; (8) the

Mortgage Interest Rate at origination; (9) the current Mortgage Interest Rate;

(10) the name of the applicable Servicer; (11) the applicable Servicing Fee

Rate; (12) the current Monthly Payment; (13) the original term to maturity;

(14) the remaining term to maturity; (15) the principal balance of the

Mortgage Loan as of the Cut-off Date after deduction of payments of principal

due on or before the Cut-off Date whether or not collected; (16) the LTV at

origination and if the Mortgage Loan has a second lien, combined LTV at

origination; (17) the actual principal balance of the Mortgage Loan as of the

Cut-off Date; (18) social security number of the Mortgagor; (19) a code

indicating whether the Mortgage Loan had a second lien at origination; (20) if

the Mortgage Loan has a second lien, combined loan balance as of the Cut-off

Date; (21) a code indicating whether the Mortgaged Property is a leasehold

estate; (22) the due date of the Mortgage Loan; (23) whether the Mortgage Loan

is insured by a Primary Mortgage Insurance Policy and the name of the insurer;

(24) the certificate number of the Primary Mortgage Insurance Policy; (25) the

amount of coverage of the Primary Mortgage Insurance Policy, and if it is a

lender-paid Primary Mortgage Insurance Policy, the premium rate; (26) the type

of appraisal; (27) a code indicating whether the Mortgage Loan is a MERS Loan;

(28) documentation type (including asset and income type); (29) first payment

date; (30) the schedule of the payment delinquencies in the prior 12 months;

(31) FICO score; (32) the Mortgagor's name; (33) the stated maturity date;

(34) the original principal amount of the Mortgage Loan; (35) the name of the

applicable Custodian and (36) a code indicating whether the Mortgage Loan is a

Group I Mortgage Loan or a Group II Mortgage Loan. With respect to the

Mortgage Loans in the aggregate: (1) the number of Mortgage Loans; (2) the

current aggregate outstanding principal balance of the Mortgage Loans; (3) the

weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the

weighted average maturity of the Mortgage Loans..

 

 

 

                                      31

<PAGE>

 

          Mortgaged Property: The real property (or leasehold estate, if

applicable) identified on the Mortgage Loan Schedule as securing repayment of

the debt evidenced by a Mortgage Note.

 

          Mortgagor: The obligor on a Mortgage Note.

 

          National City: National City Mortgage Co., an Ohio corporation, and

its successors in interest.

 

          National City Mortgage Loans: The Mortgage Loans acquired by the

Purchaser from National City pursuant to the National City Sale and Servicing

Agreement.

 

          National City Sale and Servicing Agreement: Amended and Restated

Flow Seller's Warranties and Servicing Agreement, dated as of August 1, 2003,

as amended by an Amendment thereto, dated as of July 1, 2004, between National

City and Goldman Sachs Mortgage Company.

 

          Net Monthly Excess Cash Flow: For any Distribution Date the amount

remaining for distribution pursuant to subsection 4.01(a)(iii) (before giving

effect to distributions pursuant to such subsection).

 

          Net Prepayment Interest Shortfall: For any Distribution Date, the

amount by which the sum of the Prepayment Interest Shortfalls exceeds the sum

of the Compensating Interest payments made on such Distribution Date.

 

          NIM Issuer: The entity established as the issuer of the NIM

Securities.

 

          NIM Securities: Any debt securities secured or otherwise backed by

some or all of the Class P and Class X Certificates.

 

          NIM Trustee: The trustee for the NIM Securities.

 

          Non Permitted Transferee: As defined in Section 8.12(e).

 

          Nonrecoverable Monthly Advance: Any Monthly Advance previously made

or proposed to be made in respect of a Mortgage Loan or REO Property that, in

the good faith business judgment of the Servicer, the Master Servicer or any

successor Master Servicer including the Trustee, as applicable, will not or,

in the case of a proposed Monthly Advance, would not be ultimately recoverable

from related late payments, Insurance Proceeds, Condemnation Proceeds or

Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

 

          Nonrecoverable Servicing Advance: Any Servicing Advance previously

made or proposed to be made in respect of a Mortgage Loan or REO Property,

which, in the good faith business judgment of the Servicer, the Master

Servicer or any successor Master Servicer including the Trustee, as

applicable, will not or, in the case of a proposed Servicing Advance, would

not, be ultimately recoverable from related Insurance Proceeds, Condemnation

Proceeds, Liquidation Proceeds or otherwise.

 

 

 

                                      32

<PAGE>

 

          Notice of Final Distribution: The notice to be provided pursuant to

Section 11.02 to the effect that final distribution on any of the Certificates

shall be made only upon presentation and surrender thereof.

 

          Offered Certificates: As specified in the Preliminary Statement.

 

          Officer's Certificate: A certificate signed by the Chairman of the

Board or the Vice Chairman of the Board or the President or a Vice President

or an Assistant Vice President and by the Treasurer or the Secretary or one of

the Assistant Treasurers or Assistant Secretaries of any Servicer or any

Responsible Party, and delivered to the Trustee and the Securities

Administrator, as required by any Servicing Agreement or Sale Agreement.

 

          Opinion of Counsel: A written opinion of counsel, who may be in

house counsel for applicable Servicer, reasonably acceptable to the Trustee

and/or the Securities Administrator, as applicable (and/or such other Persons

as may be set forth herein); provided, that any Opinion of Counsel relating to

(a) qualification of any Trust REMIC or (b) compliance with the REMIC

Provisions, must be (unless otherwise stated in such Opinion of Counsel) an

opinion of counsel who (i) is in fact independent of the applicable Servicer

or the Master Servicer of the Mortgage Loans, (ii) does not have any material

direct or indirect financial interest in the applicable Servicer or the Master

Servicer of the Mortgage Loans or in an affiliate of either and (iii) is not

connected with the applicable Servicer or the Master Servicer of the Mortgage

Loans as an officer, employee, director or person performing similar

functions.

 

          Optional Termination Date: The Distribution Date on which the

aggregate Stated Principal Balance of the Mortgage Loans, as of the last day

of the related Due Period, is equal to 10.00% or less of the Cut-off Date Pool

Principal Balance.

 

          Outstanding: With respect to the Certificates as of any date of

determination, all Certificates theretofore executed and authenticated under

this Agreement except:

 

          (i) Certificates theretofore canceled by the Securities

     Administrator or delivered to the Securities Administrator for

     cancellation; and

 

          (ii) Certificates in exchange for which or in lieu of which other

     Certificates have been executed and delivered by the Securities

     Administrator pursuant to this Agreement.

 

          Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with

a Stated Principal Balance greater than zero which was not the subject of a

Principal Prepayment in Full prior to such Due Date and which did not become a

Liquidated Mortgage Loan prior to such Due Date.

 

          Overcollateralized Amount: As of any Distribution Date, the excess,

if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans

for such Distribution Date over (b) the aggregate of the Class Certificate

Balances of the Principal Certificates as of such Distribution Date (after

giving effect to the payment of the Principal Remittance Amount on such

Certificates on such Distribution Date).

 

 

 

                                      33

<PAGE>

 

          Overcollateralization Deficiency: With respect to any Distribution

Date, the excess, if any, of (a) the Specified Overcollateralized Amount

applicable to such Distribution Date over (b) the Overcollateralized Amount

applicable to such Distribution Date.

 

          Overcollateralization Floor: With respect to any Distribution Date,

0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of

the Cut-off Date.

 

           Overcollateralization Reduction Amount: With respect to any

Distribution Date, an amount equal to the lesser of (a) the Excess

Overcollateralized Amount and (b) the Net Monthly Excess Cash Flow.

 

          Ownership Interest: As to any Residual Certificate, any ownership

interest in such Certificate including any interest in such Certificate as the

Holder thereof and any other interest therein, whether direct or indirect,

legal or beneficial.

 

          Par Value: means an amount equal to the greater of (a) the sum of

(1) 100% of the unpaid principal balance of the Mortgage Loans (other than

Mortgage Loans related to REO Properties), (2) interest accrued and unpaid on

the Mortgage Loans, (3) any unreimbursed P&I Advances, fees and expenses of

the Master Servicer, the Securities Administrator and the Trustee, (4) any

Swap Termination Payment other than a Defaulted Swap Termination Payment owed

to the Swap Provider and (5) with respect to any REO Property, the lesser of

(x) the appraised value of each REO Property, as determined by the higher of

two appraisals completed by two independent appraisers selected by the Master

Servicer or its designee, and (y) the unpaid principal balance of each

Mortgage Loan related to any REO Property, and (b) the sum of (1) the

aggregate unpaid Class Certificate Balance of each class of certificates then

outstanding, (2) interest accrued and unpaid on the certificates, (3) any

unreimbursed P&I Advances, fees and expenses of the Master Servicer, the

Securities Administrator and the Trustee and (4) any Swap Termination Payment

other than a Defaulted Swap Termination Payment owed to the Swap Provider.

 

          Pass-Through Rate: For each Class of Certificates and each

Lower-Tier Regular Interest, the per annum rate set forth or calculated in the

manner described in the Preliminary Statement.

 

          Percentage Interest: As to any Certificate, the percentage interest

evidenced thereby in distributions required to be made on the related Class,

such percentage interest being set forth on the face thereof or equal to the

percentage obtained by dividing the Denomination of such Certificate by the

aggregate of the Denominations of all Certificates of the same Class.

 

          Permitted Investments: Any one or more of the following obligations

or securities acquired at a purchase price of not greater than par, regardless

of whether issued by the Servicer, the Trustee or any of their respective

Affiliates:

 

          (i) direct obligations of, or obligations fully guaranteed as to

      timely payment of principal and interest by, the United States or any

     agency or instrumentality thereof, provided such obligations are backed

     by the full faith and credit of the United States;

 

 

 

                                      34

<PAGE>

 

          (ii) demand and time deposits in, certificates of deposit of, or

     bankers' acceptances (which shall each have an original maturity of not

     more than 90 days and, in the case of bankers' acceptances, shall in no

     event have an original maturity of more than 365 days or a remaining

     maturity of more than 30 days) denominated in United States dollars and

     issued by any Depository Institution and rated F1+ by Fitch, P-1 by

     Moody's and A-1+ by S&P;

 

          (iii) repurchase obligations with respect to any security described

     in clause (i) above entered into with a Depository Institution (acting as

     principal);

 

          (iv) securities bearing interest or sold at a discount that are

     issued by any corporation incorporated under the laws of the United

     States of America or any state thereof and that are rated by each Rating

     Agency that rates such securities in its highest long-term unsecured

     rating categories at the time of such investment or contractual

     commitment providing for such investment;

 

          (v) commercial paper (including both non-interest-bearing discount

     obligations and interest-bearing obligations payable on demand or on a

     specified date not more than 30 days after the date of acquisition

     thereof) that is rated by each Rating Agency that rates such securities

     in its highest short-term unsecured debt rating available at the time of

     such investment;

 

          (vi) units of money market funds, including money market funds

     advised by the Depositor or the Trustee or an Affiliate thereof, that

     have been rated "Aaa" by Moody's, "AAAm" or "AAAm-G" by Standard & Poor's

     and, if rated by Fitch, at least "AA" by Fitch; and

 

          (vii) if previously confirmed in writing to the Securities

     Administrator, any other demand, money market or time deposit, or any

     other obligation, security or investment, as may be acceptable to the

     Rating Agencies as a permitted investment of funds backing "Aaa" or "AAA"

     rated securities;

 

provided, however, that no instrument described hereunder shall evidence

either the right to receive (a) only interest with respect to the obligations

underlying such instrument or (b) both principal and interest payments derived

from obligations underlying such instrument and the interest and principal

payments with respect to such instrument provide a yield to maturity at par

greater than 120% of the yield to maturity at par of the underlying

obligations.

 

          Permitted Transferee: Any Person other than (i) the United States,

any State or political subdivision thereof, or any agency or instrumentality

of any of the foregoing, (ii) a foreign government, international organization

or any agency or instrumentality of either of the foregoing, (iii) an

organization (except certain farmers' cooperatives described in Section 521 of

the Code) which is exempt from tax imposed by Chapter 1 of the Code (including

the tax imposed by Section 511 of the Code on unrelated business taxable

income) on any excess inclusions (as defined in Section 860E(c)(1) of the

Code) with respect to any Residual Certificate, (iv) rural electric and

telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a

Person that is not a U.S. Person or a U.S. Person with respect to whom income

 

 

                                      35

<PAGE>

 

from a Residual Certificate is attributable to a foreign permanent

establishment or fixed base (within the meaning of an applicable income tax

treaty) of such Person or any other U.S. Person, (vi) an "electing large

partnership" within the meaning of Section 775 of the Code and (vii) any other

Person so designated by the Depositor based upon an Opinion of Counsel that

the Transfer of an Ownership Interest in a Residual Certificate to such Person

may cause any Trust REMIC to fail to qualify as a REMIC at any time that the

Certificates are outstanding. The terms "United States," "State" and

"international organization" shall have the meanings set forth in Section 7701

of the Code or successor provisions. A corporation will not be treated as an

instrumentality of the United States or of any State or political subdivision

thereof for these purposes if all of its activities are subject to tax and,

with the exception of the Freddie Mac, a majority of its board of directors is

not selected by such government unit.

 

          Person: Any individual, corporation, partnership, joint venture,

association, limited liability company, joint stock company, trust,

unincorporated organization or government, or any agency or political

subdivision thereof.

 

          Physical Certificates: As specified in the Preliminary Statement.

 

          Pool Stated Principal Balance: As to any Distribution Date, the

aggregate of the Stated Principal Balances of the Mortgage Loans for such

Distribution Date that were Outstanding Mortgage Loans on the Due Date in the

related Due Period.

 

          Prepayment Interest Shortfall: With respect to any Remittance Date,

the sum of, for each Mortgage Loan that was during the related Principal

Prepayment Period the subject of a Principal Prepayment that was applied by

the Servicer to reduce the outstanding principal balance of such Mortgage Loan

on a date preceding the Due Date in the succeeding Principal Prepayment

Period, an amount equal to the product of (a) the Mortgage Interest Rate net

of the applicable Servicing Fee Rate for such Mortgage Loan, (b) the amount of

the Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the number

of days commencing on the date on which such Principal Prepayment was applied

and ending on the last day of the related Principal Prepayment Period.

 

          Prepayment Premium: Any prepayment premium, penalty or charge, if

any, required under the terms of the related Mortgage Note to be paid in

connection with a Principal Prepayment, to the extent permitted by law.

 

          Principal Certificates: As specified in the Preliminary Statement.

 

          Principal Distribution Amount: For any Distribution Date, the sum of

(i) the Basic Principal Distribution Amount for such Distribution Date and

(ii) the Extra Principal Distribution Amount for such Distribution Date.

 

          Principal Prepayment: Any full or partial payment or other recovery

of principal on a Mortgage Loan (including upon liquidation of a Mortgage

Loan) which is received in advance of its scheduled Due Date, including any

Prepayment Premium, and which is not accompanied by an amount of interest

representing scheduled interest due on any date or dates in any month or

months subsequent to the month of prepayment.

 

 

 

                                      36

<PAGE>

 

          Principal Prepayment in Full: Any Principal Prepayment made by a

Mortgagor of the entire principal balance of a Mortgage Loan.

 

          Principal Prepayment Period: With respect to any Distribution Date,

the calendar month preceding the month in which that Distribution Date occurs.

 

          Principal Remittance Amount: With respect to any Distribution Date

and the Mortgage Loans, the amount equal to the sum of the following amounts

(without duplication): (i) all scheduled payments of principal due on the Due

Date on such Mortgage Loans in the related Due Period and received on or prior

to the related Determination Date, together with any Monthly Advances in

respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds and

Liquidation Proceeds allocable to principal and received during the related

Principal Prepayment Period; (iii) all Principal Prepayments allocable to

principal and received during the related Principal Prepayment Period; (iv)

all amounts received with respect to such Distribution Date representing the

portion of the purchase price allocable to principal in connection with a

purchase or repurchase of a Deleted Mortgage Loan; (v) principal portion of

all amounts received with respect to such Distribution Date as a Substitution

Adjustment Amount and received in connection with the substitution of a

Mortgage Loan and (vi) the allocable portion of the proceeds received with

respect to the termination of the Trust Fund pursuant to clause (a) of Section

11.01 (to the extent such proceeds relate to principal).

 

          Private Certificates: As specified in the Preliminary Statement.

 

          Prospectus Supplement: The Prospectus Supplement, dated November 18,

2005, relating to the Offered Certificates.

 

          PTCE: Prohibited Transaction Class Exemption, issued by the U.S.

Department of Labor.

 

          PUD: A planned unit development.

 

          Purchaser: Goldman Sachs Mortgage Company, a New York limited

partnership, and its successors in interest.

 

          Rating Agency: Each of the Rating Agencies specified in the

Preliminary Statement. If such organization or a successor is no longer in

existence, "Rating Agency" shall be such nationally recognized statistical

rating organization, or other comparable Person, as is designated by the

Depositor, notice of which designation shall be given to the Trustee and the

Securities Administrator. References herein to a given rating or rating

category of a Rating Agency shall mean such rating category without giving

effect to any modifiers. For purposes of Section 12.05(b), the addresses for

notices to each Rating Agency shall be the address specified therefor in the

definition corresponding to the name of such Rating Agency, or such other

address as either such Rating Agency may hereafter furnish to the Depositor

and the Servicer.

 

          Realized Losses: With respect to any date of determination and any

Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid

principal balance of such Liquidated Mortgage Loan together with accrued and

unpaid interest thereon exceeds (b) the Liquidation Proceeds with respect

thereto net of the expenses incurred by the Servicer in connection with the

 

 

                                      37

<PAGE>

 

liquidation of such Liquidated Mortgage Loan and net of any amount of

unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan.

 

          Record Date: With respect to any Distribution Date, the close of

business on the last Business Day of the related Interest Accrual Period;

provided, however, that for any Definitive Certificate issued pursuant to

Section 5.02(e), the Record Date shall be the close of business on the last

Business Day of the month immediately preceding the month in which the related

Distribution Date occurs.

 

          Reference Bank: As defined in Section 4.04.

 

          Regular Certificates: As specified in the Preliminary Statement.

 

          Relief Act Interest Shortfall: With respect to any Distribution Date

and any Mortgage Loan, any reduction in the amount of interest collectible on

such Mortgage Loan for the most recently ended Due Period as a result of the

application of the Servicemembers' Civil Relief Act of 1940 or any similar

state statutes.

 

          REMIC: A "real estate mortgage investment conduit" within the

meaning of Section 860D of the Code.

 

          REMIC Provisions: Provisions of the federal income tax law relating

to real estate mortgage investment conduits, which appear at Sections 860A

through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,

and regulations promulgated thereunder, as the foregoing may be in effect from

time to time as well as provisions of applicable state laws.

 

          Remittance Advice Date: The 5th, 10th, 10th and 10th day of each

calendar month, respectively, with respect to GreenPoint, National City,

SunTrust and Countrywide Servicing or the immediately following Business Day

if such day is not a Business Day, and with respect to the Goldman Conduit

Mortgage Loans, not later than each Remittance Date.

 

          Remittance Date: With respect to any Distribution Date, the 18th day

(or if such 18th day is not a Business Day, the first Business Day immediately

preceding such 18th day) of the month in which such Distribution Date occurs.

 

          REO Disposition: The final sale by the Servicer of any REO Property.

 

          REO Property: A Mortgaged Property acquired by the Trust Fund

through foreclosure or deed-in-lieu of foreclosure in connection with a

defaulted Mortgage Loan.

 

          Residual Certificates: As specified in the Preliminary Statement.

 

          Responsible Officer: When used with respect to the Trustee, the

Securities Administrator or the Master Servicer, any vice president, any

assistant vice president, any assistant secretary, any assistant treasurer,

any associate or any other officer of the Trustee, the Securities

Administrator or the Master Servicer, customarily performing functions similar

to those performed by any of the above designated officers who at such time

shall be officers to

 

 

                                      38

<PAGE>

 

whom, with respect to a particular matter, such matter is referred because of

such officer's knowledge of and familiarity with the particular subject and

who shall have direct responsibility for the administration of this Agreement.

 

          Responsible Party: Each of GreenPoint, Countrywide, SunTrust or

National City, as the context may require, in its capacity as seller under the

related Sale Agreement. With respect to the Goldman Conduit Mortgage Loans,

the Purchaser.

 

          Rule 144A Letter: As defined in Section 5.02(b).

 

          Sale Agreement: Each of the GreenPoint Sale Agreement, the

Countrywide Sale Agreement, the SunTrust Sale and Servicing Agreement, the

National City Sale and Servicing Agreement and the Goldman Conduit Sale

Agreement.

 

          Securities Act: The Securities Act of 1933, as amended.

 

          Securities Administrator: JPMorgan Chase Bank, National Association,

and if a successor securities administrator is appointed hereunder, such

successor.

 

          Securities Administrator Float Period: With respect to the

Distribution Date and the related amounts in the Distribution Account, the

period commencing on the seventh Business Day immediately preceding such

Distribution Date and ending on such Distribution Date.

 

          Senior Enhancement Percentage: With respect to any Distribution

Date, the percentage obtained by dividing (x) the sum of (i) the aggregate

Class Certificate Balance of the Subordinated Certificates and (ii) the

Overcollateralized Amount (in each case after taking into account the

distributions of the Principal Distribution Amount for such Distribution Date)

by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the

first day of the month in which such Distribution Date occurs.

 

          Senior Specified Enhancement Percentage: As of any date of

determination, 13.80%.

 

          Servicer: Each of Countrywide Servicing, GreenPoint, National City

and SunTrust, in its capacity as servicer under the related Servicing

Agreement, or any successor servicer appointed pursuant to such Servicing

Agreement.

 

          Servicing Advances: As defined in the Servicing Agreement.

 

          Servicing Agreement: Each of the Countrywide Servicing Agreements,

the GreenPoint Servicing Agreement, the National City Sale and Servicing

Agreement, and the SunTrust Sale and Servicing Agreement.

 

          Servicing Fee: As defined in the related Servicing Agreement.

 

          Servicing Fee Rate: As of the statistical calculation date of

October 1, 2005, a per annum rate equal to 0.25% with respect to approximately

66.66% of the mortgage loans and 0.375% per annum with respect to

approximately 33.34% of the mortgage loans.

 

 

 

                                      39

<PAGE>

 

          Servicing File: As defined in the applicable Servicing Agreement.

 

          Similar Law: As defined in Section 5.02(b).

 

          Specified Overcollateralized Amount: Prior to the Stepdown Date, an

amount equal to 0.50% of the Cut-off Date Pool Principal Balance. On and after

the Stepdown Date, an amount equal to 1.00% of the aggregate Stated Principal

Balance of the Mortgage Loans for such Distribution Date, subject, until the

Class Certificate Balance of each Class of Principal Certificates has been

reduced to zero, to a minimum amount equal to the Overcollateralization Floor;

provided, however, that if, on any Distribution Date, a Trigger Event has

occurred, the Specified Overcollateralized Amount shall not be reduced to the

applicable percentage of the then current aggregate Stated Principal Balance

of the Mortgage Loans but instead will remain the same as the prior period's

Specified Overcollateralized Amount until the Distribution Date on which a

Trigger Event is no longer occurring. When the Class Certificate Balance of

each Class of Principal Certificates has been reduced to zero, the Specified

Overcollateralized Amount will thereafter be zero.

 

          Standard & Poor's or S&P: Standard & Poor's Ratings Services, a

division of The McGraw-Hill Companies, Inc. If Standard & Poor's is designated

as a Rating Agency in the Preliminary Statement, for purposes of Section

12.05(b) the address for notices to Standard & Poor's shall be Standard &

Poor's, 55 Water Street, New York, New York 10041, Attention: Residential

Mortgage Surveillance Group - GSAA Home Equity Trust 2005-14, or such other

address as Standard & Poor's may hereafter furnish to the Depositor and the

Servicer.

 

          Startup Day: The Closing Date.

 

          Stated Principal Balance: As to each Mortgage Loan and as of any

Determination Date, (i) the principal balance of the Mortgage Loan at the

Cut-off Date after giving effect to payments of principal due on or before

such date (whether or not received), minus (ii) all amounts previously

remitted to the Securities Administrator with respect to the related Mortgage

Loan representing payments or recoveries of principal including advances in

respect of scheduled payments of principal. For purposes of any Distribution

Date, the Stated Principal Balance of any Mortgage Loan will give effect to

any scheduled payments of principal received or advanced prior to the related

Remittance Date and any unscheduled principal payments and other unscheduled

principal collections received during the related Principal Prepayment Period,

and the Stated Principal Balance of any Mortgage Loan that has prepaid in full

or has become a Liquidated Mortgage Loan during the related Principal

Prepayment Period shall be zero.

 

          Step 1 Assignment Agreement: Each of the (i) Assignment, Assumption

and Recognition Agreement, dated as of November 22, 2005, between the

Purchaser, GreenPoint and the Depositor, (ii) Assignment, Assumption and

Recognition Agreement, dated as of November 22, 2005, between the Purchaser,

Countrywide, Countrywide Servicing and the Depositor, (iii) Assignment,

Assumption and Recognition Agreement, dated as of November 22, 2005, between

the Purchaser, National City and the Depositor, (iv) Assignment, Assumption

and Recognition Agreement, dated as of November 22, 2005, between the

Purchaser, Goldman Conduit, Countrywide Servicing and the Depositor and (v)

Assignment, Assumption and Recognition Agreement, dated as of November 22,

2005, between the Purchaser, SunTrust and the Depositor.

 

 

 

                                      40

<PAGE>

 

          Step 2 Assignment Agreement: Each of the (i) Assignment, Assumption

and Recognition Agreement, dated as of November 22, 2005, among the Depositor,

the Master Servicer, the Trustee and GreenPoint, (ii) Assignment, Assumption

and Recognition Agreement, dated as of November 22, 2005, among the Depositor,

the Master Servicer, the Trustee and Countrywide Servicing, (iii) Assignment,

Assumption and Recognition Agreement, dated as of November 22, 2005, among the

Depositor, the Master Servicer, the Trustee and National City, (iv)

Assignment, Assumption and Recognition Agreement, dated as of November 22,

2005, between the Purchaser, Goldman Conduit, Countrywide Servicing, the

Trustee and the Depositor and (v) Assignment, Assumption and Recognition

Agreement, dated as of November 22, 2005, between the Purchaser, SunTrust, the

Trustee and the Depositor.

 

          Stepdown Date: The earlier to occur of (a) the date on which the

aggregate Class Certificate Balance of the Class A Certificates has been

reduced to zero and (b) the later to occur of (i) the Distribution Date in

December 2008 and (ii) the first Distribution Date on which the Senior

Enhancement Percentage is greater than or equal to the Senior Specified

Enhancement Percentage.

 

          Subordinated Certificates: As specified in the Preliminary

Statement.

 

          Subsequent Recoveries: Amounts received with respect to any

Liquidated Mortgage Loan after it has become a Liquidated Mortgage Loan.

 

          Substitution Adjustment Amount: With respect to any GreenPoint or

Countrywide Sale Agreement or with respect to a Mortgage Loan substituted by

the Purchaser, an amount of cash received from the applicable Responsible

Party in connection with a substitution for a Deleted Mortgage Loan.

 

          SunTrust: SunTrust Mortgage, Inc., a Virginia corporation, and its

successor in interest.

 

          SunTrust Mortgage Loans: The Mortgage Loans acquired by the

Purchaser from SunTrust pursuant to the SunTrust Sale Agreement.

 

          SunTrust Sale and Servicing Agreement: Flow Seller's Warranties and

Servicing Agreement, dated November 1, 2004, between Goldman Sachs Mortgage

Company and SunTrust Mortgage, Inc.

 

          Supplemental Interest Trust: The corpus of a trust created pursuant

to Section 4.05 of this Agreement, consisting of the Interest Rate Swap

Agreement, subject to the obligation to pay amounts specified in Section 4.05.

 

          Swap Payment Amount: With respect to any Distribution Date, the

Fixed Amount (as defined in the Interest Rate Swap Agreement) payable by the

Supplemental Interest Trust to the Swap Provider, pursuant to the applicable

clauses of the Priorities of Distribution, on the related Fixed Rate Payer

Payment Date (as defined in the Interest Rate Swap Agreement).

 

 

 

                                      41

<PAGE>

 

           Swap Provider: Goldman Sachs Mitsui Marine Derivative Products,

L.P., a Delaware limited partnership, and its successors in interest, and any

successor swap provider under any replacement Interest Rate Swap Agreement.

 

          Swap Receipt Amount: With respect to any Distribution Date, the

Floating Amount (as defined in the Interest Rate Swap Agreement) payable by

the Swap Provider to the Supplemental Interest Trust on the related Floating

Rate Payer Payment Date (as defined in the Interest Rate Swap Agreement).

 

          Swap Termination Payment: Any payment payable by the Supplemental

Interest Trust or the Swap Provider upon termination of the Interest Rate Swap

Agreement as a result of an Event of Default (as defined in the Interest Rate

Swap Agreement) or a Termination Event (as defined in the Interest Rate Swap

Agreement).

 

          Tax Matters Person: The Holder of the Class R-1 and Class R-2

Certificates is designated as "tax matters person" of the Lower-Tier REMIC,

Middle-Tier REMIC and the Upper-Tier REMIC, respectively, in the manner

provided under Treasury Regulations Section 1.806F-4(d) and Treasury

Regulations Section 301.6234(a)(7)-1.

 

          Telerate Page 3750: The display page currently so designated on the

Bridge Telerate Service (or such other page as may replace that page on that

service for displaying comparable rates or prices).

 

          Termination Price: As defined in Section 11.01.

 

          Total Monthly Excess Spread: As to any Distribution Date, an amount

equal to the excess if any, of (i) the interest collected (prior to the

Remittance Date) or advanced on the Mortgage Loans for Due Dates during the

related Due Period (net of Expense Fees) plus the Swap Receipt Amount and

minus any Swap Payment Amount over (ii) the sum of the interest payable to the

Principal Certificates on such Distribution Date pursuant to Section

4.01(a)(i).

 

          Transfer: Any direct or indirect transfer or sale of any Ownership

Interest in a Residual Certificate.

 

          Transfer Affidavit: As defined in Section 5.02(c)(ii).

 

          Transferor Certificate: As defined in Section 5.02(b).

 

          Trigger Event: With respect to any Distribution Date, a Trigger

Event exists if (i) on such Distribution Date the quotient (expressed as a

percentage) of (x) the rolling three month average of the aggregate unpaid

principal balance of 60+ Day Delinquent Mortgage Loans, and (y) the aggregate

unpaid principal balance of the Mortgage Loans as of the last day of the

related Due Period equals or exceeds 40.00% of the Senior Enhancement

Percentage as of the last day of the prior Due Period or (ii) the quotient

(expressed as a percentage) of (x) the aggregate amount of Realized Losses

incurred since the Cut-off Date through the last day of the related Principal

Prepayment Period divided by (y) the Cut-off Date Pool Principal Balance

exceeds the applicable percentages set forth below with respect to such

Distribution Date:

 

 

 

                                      42

<PAGE>

 

 

<TABLE>

<CAPTION>

 

        Distribution Date Occurring In                                           Loss Percentage

        ------------------------------                                           ---------------

<S>      <C>                                                  <C>

        December 2007 - November 2008                        0.250% for the first month, plus an additional 1/12th

                                                            of 0.350% for each month thereafter (e.g.,

                                                             approximately 0.279% in January 2008)

 

        December 2008 - November 2009                        0.600% for the first month, plus an additional 1/12th

                                                            of 0.300% for each month thereafter (e.g.,

                                                            approximately 0.625% in January 2009)

 

        December 2009 - November 2010                        0.900% for the first month, plus an additional 1/12th

                                                             of 0.300% for each month thereafter (e.g.,

                                                            approximately 0.925% in January 2010)

 

        December 2010 - November 2011                        1.200% for the first month, plus an additional 1/12th

                                                            of 0.200% for each month thereafter (e.g.,

                                                            approximately 1.217% in January 2011)

 

        December 2011 and thereafter                                                  1.40%

</TABLE>

 

          Trust: The express trust created hereunder in Section 2.01(c).

 

          Trust Fund: The corpus of the trust created hereunder consisting of

(i) the Mortgage Loans and all interest and principal received on or with

respect thereto after the related Cut-off Date, other than such amounts which

were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the

Interest Rate Swap Agreement and all amounts received thereunder; (iii) the

Excess Reserve Fund Account, the Distribution Account, and all amounts

deposited therein pursuant to the applicable provisions of this Agreement;

(iv) property that secured a Mortgage Loan and has been acquired by

foreclosure, deed-in-lieu of foreclosure or otherwise; (v) the rights of the

Trust under the Step 2 Assignment Agreements; (vi) the Supplemental Interest

Trust; and (vii) all proceeds of the conversion, voluntary or involuntary, of

any of the foregoing.

 

          Trust REMIC: As specified in the Preliminary Statement.

 

          Trustee: Wachovia Bank, N.A., a national banking association, and

its successors in interest, and, if a successor trustee is appointed

hereunder, such successor.

 

          Underwriters' Exemption: Any exemption listed in footnote 1 of, and

amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487

(2002), or amended by Prohibited Transaction Exemption 2002-19, 67 Fed. Reg.

14979, or any successor exemption.

 

          Unpaid Interest Amount: As of any Distribution Date and any Class of

Certificates, the sum of (a) the portion of the Accrued Certificate Interest

Distribution Amount from Distribution Dates remaining unpaid prior to the

current Distribution Date and (b) interest on the amount in clause (a) at the

applicable Pass-Through Rate (to the extent permitted by applicable law).

 

 

 

                                      43

<PAGE>

 

          U.S. Person: (i) A citizen or resident of the United States; (ii) a

corporation (or entity treated as a corporation for tax purposes) created or

organized in the United States or under the laws of the United States or of

any State thereof, including, for this purpose, the District of Columbia;

(iii) a partnership (or entity treated as a partnership for tax purposes)

organized in the United States or under the laws of the United States or of

any State thereof, including, for this purpose, the District of Columbia

(unless provided otherwise by future Treasury regulations); (iv) an estate

whose income is includible in gross income for United States income tax

purposes regardless of its source; or (v) a trust, if a court within the

United States is able to exercise primary supervision over the administration

of the trust and one or more U.S. Persons have authority to control all

substantial decisions of the trust. Notwithstanding the last clause of the

preceding sentence, to the extent provided in Treasury regulations, certain

trusts in existence on August 20, 1996, and treated as U.S. Persons prior to

such date, may elect to continue to be U.S. Persons.

 

          Upper-Tier Regular Interest: As described in the Preliminary

Statement.

 

          Upper-Tier REMIC: As described in the Preliminary Statement.

 

          Voting Rights: The portion of the voting rights of all of the

Certificates which is allocated to any Certificate. As of any date of

determination, (a) 1% of all Voting Rights shall be allocated to the Class X

Certificates, if any (such Voting Rights to be allocated among the holders of

Certificates of each such Class in accordance with their respective Percentage

Interests), (b) 1% of all Voting Rights shall be allocated to the Class P

Certificates, if any (such Voting Rights to be allocated among the holders of

Certificates of each such Class in accordance with their respective Percentage

Interests), and (c) the remaining Voting Rights shall be allocated among

Holders of the remaining Classes of Certificates in proportion to the

Certificate Balances of their respective Certificates on such date.

 

           WAC Cap: With respect to the Mortgage Loans as of any Distribution

Date, a per annum rate equal to the product of (i) the sum of (A) the weighted

average of the Adjusted Net Mortgage Interest Rates then in effect on the

beginning of the related Due Period on the Mortgage Loans, and (B) the Swap

Receipt Amount, if any, less the Swap Payment Amount, if any, divided by the

Stated Principal Balance of the Mortgage Loans at the beginning of the related

Due Period multiplied by 12 and (ii) 30 divided by the actual number of days

in the related Interest Accrual Period, in the case of the LIBOR Certificates,

and 30 divided by 360, in the case of the Class B-3 Certificates.

 

 

 

                                      44

<PAGE>

 

                                  ARTICLE II

 

                         CONVEYANCE OF MORTGAGE LOANS;

                        REPRESENTATIONS AND WARRANTIES

 

          Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,

concurrently with the execution and delivery hereof, hereby sells, transfers,

assigns, sets over and otherwise conveys to the Trustee for the benefit of the

Certificateholders, without recourse, all the right, title and interest of the

Depositor in and to the Trust Fund.

 

          (b) In connection with the transfer and assignment of each Mortgage

Loan, the Depositor has delivered or caused to be delivered to each Custodian

on behalf of the Trustee for the benefit of the Certificateholders the

following documents or instruments with respect to each applicable Mortgage

Loan so assigned:

 

          (i) the original Mortgage Note, endorsed without recourse in blank

     by the last endorsee, including all intervening endorsements showing a

     complete chain of endorsement from the originator to the last endorsee;

 

           (ii) The original Assignment of Mortgage in blank (or, in the case

     of the Goldman Conduit Mortgage Loans, in form and substance acceptable

     for recording or if the Mortgage is to be recorded, assigned to the

     Purchaser), unless the Mortgage Loan is a MERS Loan, and in the case of

     the SunTrust Mortgage Loans, blanket assignments for Mortgage Loans

     secured by Mortgaged Properties in jurisdictions where permitted by

     Applicable Law;

 

          (iii) personal endorsement, surety and/or guaranty agreements

     executed in connection with all non individual Mortgage Loans

     (corporations, partnerships, trusts, estates, etc. (if any);

 

          (iv) the related original Mortgage and evidence of its recording or,

     in certain limited circumstances as set forth in the applicable Servicing

     Agreement, a certified copy of the mortgage with evidence of recording;

 

          (v) originals of any intervening Mortgage assignment or certified

     copies in either case necessary to show a complete chain of title from

     the original mortgagee to the seller and evidencing recording; provided,

     that, except in the case of the Goldman Conduit Mortgage Loans, the

     assignment may be in the form of a blanket assignment or assignments, a

     copy of which with evidence of recording shall be acceptable;

 

          (vi) originals of all assumption, modification, consolidation or

     extension agreements or certified copies thereof, in either case with

     evidence of recording if required to maintain the lien of the mortgage or

     if otherwise required, or, if recordation is not required, an original or

     copy of the agreement; provided, that, in the case of the Goldman Conduit

     Mortgage Loans, an original with evidence of recording thereon is always

     required;

 

 

 

                                      45

<PAGE>

 

          (vii) except with respect to the Countrywide Mortgage Loans, an

     original or copy of a title insurance policy or evidence of title;

 

          (viii) to the extent applicable, an original power of attorney;

     except in the case of the Goldman Conduit Mortgage Loans, an original

     power of attorney or, in limited circumstances as set forth in the

     applicable Servicing Agreement, a copy of the power of attorney;

 

          (ix) for each GreenPoint Mortgage Loan with respect to which the

     Mortgagor's name as it appears on the note does not match the borrower's

     name on the mortgage loan schedule, one of the following: the original of

     the assumption agreement, or a certified copy thereof, in either case

     with evidence of recording thereon if required to maintain the lien of

     the mortgage or if otherwise required, or, if recordation is not so

     required, an original or copy of such assumption agreement;

 

          (x) except with respect to the Countrywide Mortgage Loans, a

     security agreement, chattel mortgage or equivalent document executed in

     connection with the Mortgage, if any; and

 

          (xi) with respect to each Mortgage Loan, the complete Mortgage File

     including all items as set forth in the applicable Servicing Agreement to

     the extent in the possession of the Depositor or the Depositor's Agents.

 

          The Depositor shall deliver to each Custodian the applicable

recorded document promptly upon receipt from the respective recording office

but in no event later than 120 days from the Closing Date.

 

          From time to time, pursuant to the applicable Sale Agreement, the

Responsible Party may forward to the applicable Custodian additional original

documents, additional documents evidencing an assumption, modification,

consolidation or extension of a Mortgage Loan, in accordance with the terms of

the applicable Sale Agreement. All such mortgage documents held by the

Custodians as to each Mortgage Loan shall constitute the "Custodial File."

 

          On or prior to the Closing Date, the Depositor shall deliver to the

Custodians Assignments of Mortgages (except in the case of MERS Loans), in

blank, for each applicable Mortgage Loan. On the Closing Date, the Trustee

shall provide a written request to each Responsible Party to submit the

Assignments of Mortgage for recordation, at the Responsible Party's expense,

pursuant to the applicable Sale Agreement. Each Custodian shall deliver the

Assignment of Mortgages to be submitted for recordation to the applicable

Responsible Party.

 

          In the event that such original or copy of any document submitted

for recordation to the appropriate public recording office is not so delivered

to the Custodian within the time period and in the manner specified in the

applicable Sale Agreement, the Trustee shall take or cause to be taken such

remedial actions under the Sale Agreement against the applicable Responsible

Party as may be permitted to be taken thereunder, including without

limitation, if applicable, the repurchase by the applicable Responsible Party

of such Mortgage Loan. The foregoing repurchase remedy shall not apply in the

event that the Responsible Party cannot

 

 

                                      46

<PAGE>

 

deliver such original or copy of any document submitted for recordation to the

appropriate public recording office within the specified period due to a delay

caused by the recording office in the applicable jurisdiction; provided, that

the applicable Responsible Party shall instead deliver a recording receipt of

such recording office or, if such recording receipt is not available, an

officer's certificate of an officer of the applicable Responsible Party,

confirming that such document has been accepted for recording.

 

          Notwithstanding anything to the contrary contained in this Section

2.01, in those instances where the public recording office retains or loses

the original Mortgage or assignment after it has been recorded, the

obligations of the Responsible Party shall be deemed to have been satisfied

upon delivery by the Responsible Party to the applicable Custodian prior to

the Closing Date of a copy of such Mortgage or assignment, as the case may be,

certified (such certification to be an original thereof) by the public

recording office to be a true and complete copy of the recorded original

thereof.

 

          (c) The Depositor does hereby establish, pursuant to the further

provisions of this Agreement and the laws of the State of New York, an express

trust (the "Trust") to be known, for convenience, as "GSAA Home Equity Trust

2005-14" and Wachovia Bank, N.A. is hereby appointed as Trustee in accordance

with the provisions of this Agreement.

 

          (d) It is the policy and intention of the Trust that none of the

Mortgage Loans included in the Trust is (a) covered by the Home Ownership and

Equity Protection Act of 1994, or (b) considered a "high cost home,"

"threshold," "predatory" or "covered" loan (excluding "covered home loans" as

defined under clause (1) of the definition of "covered home loans" in the New

Jersey Home Ownership Security Act of 2002) under applicable state, federal or

local laws.

 

          Section 2.02 Acceptance by the Custodians of the Mortgage Loans.

Each Custodian acknowledges receipt of the documents identified in the Initial

Certification, subject to any exceptions listed on the exception report

attached thereto, in the form annexed hereto as Exhibit E, and declares that

it holds and will hold such documents and the other documents delivered to it

pursuant to Section 2.01, and that it holds or will hold such other assets as

are included in the Trust Fund, in trust for the exclusive use and benefit of

all present and future Certificateholders. Deutsche Bank, as Custodian,

acknowledges that it will maintain possession of the related Mortgage Notes in

the State of California and JPMorgan, as Custodian, acknowledges that it will

maintain possession of the related Mortgage Notes in the State of Texas,

unless otherwise permitted by the Rating Agencies.

 

          Prior to and as a condition to the Closing, each Custodian shall

deliver via facsimile (with original to follow the next Business Day) to the

Depositor an Initial Certification prior to the Closing Date, or as the

Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage

Note and Assignment of Mortgage, subject to any exceptions listed on the

exception report attached thereto, for each Mortgage Loan. Neither Custodian

shall be responsible to verify the validity, sufficiency or genuineness of any

document in any Custodial File.

 

          On the Closing Date, each Custodian shall ascertain that all

documents required to be delivered to it are in its possession, subject to any

exceptions listed on the exception report

 

 

                                      47

<PAGE>

 

attached thereto, and shall deliver to the Depositor an Initial Certification,

in the form annexed hereto as Exhibit E, and shall deliver to the Depositor a

Document Certification and Exception Report, in the form annexed hereto as

Exhibit F, within 90 days after the Closing Date to the effect that, as to

each applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than

any Mortgage Loan paid in full or any Mortgage Loan specifically identified in

such certification as an exception and not covered by such certification): (i)

all documents required to be delivered to it are in its possession; (ii) such

documents have been reviewed by it and appear regular on their face and relate

to such Mortgage Loan; (iii) based on its examination and only as to the

foregoing documents, as to Deutsche Bank, the information set forth in items

2, 8, 33, and 34 of the Mortgage Loan Schedule respecting such Mortgage Loan

is correct; (iv) based on its examination and only as to the foregoing

documents, as to JPMorgan, the information set forth in items 2, 8, 33, and 34

of the Mortgage Loan Schedule respecting such Mortgage Loan is correct; and

(v) each Mortgage Note has been endorsed as provided in Section 2.01 of this

Agreement. Neither Custodian shall be responsible to verify the validity,

sufficiency or genuineness of any document in any Custodial File.

 

          Each Custodian shall retain possession and custody of each

applicable Custodial File in accordance with and subject to the terms and

conditions set forth herein. The Servicer shall promptly deliver to the

applicable Custodian, upon the execution or receipt thereof, the originals of

such other documents or instruments constituting the Custodial File as come

into the possession of the Servicer from time to time.

 

          Each Custodian shall notify the Trustee of any Mortgage Loans that

do not conform to such requirements of Sections 2.01 and 2.02 hereof. The

Trustee shall enforce the obligation of the Responsible Parties to cure or

repurchase Mortgage Loans that do not conform to such requirements as

determined in the Custodian's review as required herein, or based upon

notification from JPMorgan, by notifying the applicable Responsible Party to

correct or cure such default. The Trustee shall also enforce the obligation of

the Responsible Parties under the Sale Agreements, and the Servicing

Agreements and of the Purchaser under the Step 1 Assignment Agreements to cure

or repurchase Mortgage Loans for which there is a defect or a breach of a

representation or warranty thereunder of which a Responsible Officer of the

Trustee has actual knowledge, by notifying the applicable party to correct or

cure such default. If any Servicer, any Responsible Party or the Purchaser, as

the case may be, fails or is unable to correct or cure the defect or breach

within the period set forth in the applicable agreement, the Trustee shall

notify the Depositor of such failure to correct or cure. Unless otherwise

directed by the Depositor within five (5) Business Days after notifying the

Depositor of such failure by the applicable party to correct or cure, the

Trustee shall notify such party to repurchase the Mortgage Loan. If, within

ten (10) Business Days of receipt of such notice by such party, such party

fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor

of such failure. The Trustee shall pursue all legal remedies available to the

Trustee against the Servicers, the Responsible Parties and the Purchaser, as

applicable, under this Agreement, if the Trustee has received written notice

from the Depositor directing the Trustee to pursue such remedies.

 

          Section 2.03 Execution and Delivery of Certificates. The Trustee

acknowledges the transfer and assignment to it of the Trust Fund and,

concurrently with such transfer and assignment, the Securities Administrator

has executed and delivered to or upon the order of the Depositor, the

Certificates in authorized denominations evidencing directly or indirectly the

 

 

                                      48

<PAGE>

 

entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund

and exercise the rights referred to above for the benefit of all present and

future Holders of the Certificates.

 

          Section 2.04 REMIC Matters. The Preliminary Statement sets forth the

designations for federal income tax purposes of all interests created hereby.

The "Startup Day" for purposes of the REMIC Provisions shall be the Closing

Date. The "latest possible maturity date" is December 25, 2035, which is the

Distribution Date following the latest Mortgage Loan maturity date. Amounts

paid to the Class X Certificates (prior to any reduction for any Basis Risk

Payment or Swap Termination Payment) shall be deemed paid from the Upper-Tier

REMIC in respect of the Class X Interest to the holders of the Class X

Certificates prior to distribution of Basis Risk Payments to the Principal

Certificates.

 

          Amounts distributable to the Class X Certificates (prior to any

reduction for any Swap Receipt Amounts, Swap Payment Amounts or Swap

Termination Payment), shall be deemed paid from the Master REMIC to the

Holders of the Class X Certificates prior to distribution of any Basis Risk

Payments to the Principal Certificates.

 

          For federal income tax purposes, any amount distributed on the

Principal Certificates on any such Distribution Date in excess of their Pass

Through Rate, calculated by substituting the REMIC Cap for the WAC Cap shall

be treated as having been paid from the Excess Reserve Fund Account or the

Supplemental Interest Trust, as applicable, and any excess of the REMIC Cap

over the amount distributable on such Class of Principal Certificates on such

Distribution Date shall be treated as having been paid to the Supplemental

Interest Trust, all pursuant to, and as further provided in, Section 8.14.

 

          Section 2.05 Representations and Warranties of the Depositor. The

Depositor hereby represents, warrants and covenants to the Trustee that as of

the date of this Agreement or as of such date specifically provided herein:

 

          (a) The Depositor is a corporation duly organized, validly existing

and in good standing under the laws of the State of Delaware;

 

          (b) The Depositor has the corporate power and authority to convey

the Mortgage Loans and to execute, deliver and perform, and to enter into and

consummate the transactions contemplated by, this Agreement;

 

           (c) This Agreement has been duly and validly authorized, executed

and delivered by the Depositor, all requisite corporate action having been

taken, and, assuming the due authorization, execution and delivery hereof by

the other parties hereto, constitutes or will constitute the legal, valid and

binding agreement of the Depositor, enforceable against the Depositor in

accordance with its terms, except as such enforcement may be limited by

bankruptcy, insolvency, reorganization, moratorium or other similar laws

relating to or affecting the rights of creditors generally, and by general

equity principles (regardless of whether such enforcement is considered in a

proceeding in equity or at law);

 

          (d) No consent, approval, authorization or order of or registration

or filing with, or notice to, any governmental authority or court is required

for the execution, delivery and performance of or compliance by the Depositor

with this Agreement or the consummation by the

 

 

                                      49

<PAGE>

 

Depositor of any of the transactions contemplated hereby, except as have been

made on or prior to the Closing Date;

 

          (e) None of the execution and delivery of this Agreement, the

consummation of the transactions contemplated hereby or thereby, or the

fulfillment of or compliance with the terms and conditions of this Agreement,

(i) conflicts or will conflict with or results or will result in a breach of,

or constitutes or will constitute a default or results or will result in an

acceleration under (A) the charter or bylaws of the Depositor, or (B) of any

term, condition or provision of any material indenture, deed of trust,

contract or other agreement or instrument to which the Depositor or any of its

subsidiaries is a party or by which it or any of its subsidiaries is bound;

(ii) results or will result in a violation of any law, rule, regulation,

order, judgment or decree applicable to the Depositor of any court or

governmental authority having jurisdiction over the Depositor or its

subsidiaries; or (iii) results in the creation or imposition of any lien,

charge or encumbrance which would have a material adverse effect upon the

Mortgage Loans or any documents or instruments evidencing or securing the

Mortgage Loans;

 

          (f) There are no actions, suits or proceedings before or against or

investigations of, the Depositor pending, or to the knowledge of the

Depositor, threatened, before any court, administrative agency or other

tribunal, and no notice of any such action, which, in the Depositor's

reasonable judgment, might materially and adversely affect the performance by

the Depositor of its obligations under this Agreement, or the validity or

enforceability of this Agreement;

 

          (g) The Depositor is not in default with respect to any order or

decree of any court or any order, regulation or demand of any federal, state,

municipal or governmental agency that may materially and adversely affect its

performance hereunder; and

 

          (h) Immediately prior to the transfer and assignment by the

Depositor to the Trustee on the Closing Date, the Depositor had good title to,

and was the sole owner of each Mortgage Loan, free of any interest of any

other Person, and the Depositor has transferred all right, title and interest

in each Mortgage Loan to the Trustee. The transfer of each Mortgage Note and

each Mortgage as and in the manner contemplated by this Agreement is

sufficient either (i) fully to transfer to the Trustee, for the benefit of the

Certificateholders, all right, title, and interest of the Depositor thereto as

note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of

the Certificateholders, the security interest referred to in Section 12.04

hereof.

 

          It is understood and agreed that the representations, warranties and

covenants set forth in this Section 2.05 shall survive delivery of the

respective Custodial Files to the Custodians, and shall inure to the benefit

and to Certificateholders.

 

          Section 2.06 Representations and Warranties of JPMorgan. JPMorgan

hereby represents and warrants to the Depositor, the Master Servicer and the

Trustee, as of the Closing Date:

 

          (a) Such Custodian is duly organized and is validly existing and in

good standing under the laws of its jurisdiction of incorporation and is duly

authorized and qualified to transact any and all business contemplated by this

Agreement to be conducted by such Custodian

 

 

                                      50

<PAGE>

 

or is otherwise not required under applicable law to effect such qualification

and, in any event, is in compliance with the doing business laws of any such

state, to the extent necessary to perform any of its obligations under this

Agreement in accordance with the terms thereof.

 

          (b) Such Custodian has the full power and authority to execute,

deliver and perform, and to enter into and consummate the transactions

contemplated by this Agreement and has duly authorized by all necessary action

on the part of such Custodian the execution, delivery and performance of this

Agreement; and this Agreement, assuming the due authorization, execution and

delivery thereof by the other parties thereto, constitutes a legal, valid and

binding obligation of such Custodian, enforceable against such Custodian in

accordance with its terms, except that (i) the enforceability thereof may be

limited by bankruptcy, insolvency, moratorium, receivership and other similar

laws relating to creditors' rights generally and (ii) the remedy of specific

performance and injunctive and other forms of equitable relief may be subject

to equitable defenses and to the discretion of the court before which any

proceeding therefor may be brought.

 

          (c) The execution and delivery of this Agreement by such Custodian,

the consummation of any other of the transactions contemplated by this

Agreement, and the fulfillment of or compliance with the terms thereof are in

the ordinary course of business of such Custodian and will not result in a

material breach of any term or provision of the articles of incorporation or

by laws of such Custodian.

 

          Section 2.07 Representations and Warranties of Deutsche Bank.

Deutsche Bank hereby represents and warrants to the Depositor, the Master

Servicer and the Trustee, as of the Closing Date:

 

           (a) Such Custodian is duly organized and is validly existing and in

good standing under the laws of its jurisdiction of incorporation and is duly

authorized and qualified to transact any and all business contemplated by this

Agreement to be conducted by such Custodian or is otherwise not required under

applicable law to effect such qualification and, in any event, is in

compliance with the doing business laws of any such state, to the extent

necessary to perform any of its obligations under this Agreement in accordance

with the terms thereof.

 

          (b) Such Custodian has the full power and authority to execute,

deliver and perform, and to enter into and consummate the transactions

contemplated by this Agreement and has duly authorized by all necessary action

on the part of such Custodian the execution, delivery and performance of this

Agreement; and this Agreement, assuming the due authorization, execution and

delivery thereof by the other parties thereto, constitutes a legal, valid and

binding obligation of such Custodian, enforceable against such Custodian in

accordance with its terms, except that (i) the enforceability thereof may be

limited by bankruptcy, insolvency, moratorium, receivership and other similar

laws relating to creditors' rights generally and (ii) the remedy of specific

performance and injunctive and other forms of equitable relief may be subject

to equitable defenses and to the discretion of the court before which any

proceeding therefor may be brought.

 

          (c) The execution and delivery of this Agreement by such Custodian,

the consummation of any other of the transactions contemplated by this

Agreement, and the

 

 

                                      51

<PAGE>

 

fulfillment of or compliance with the terms thereof are in the ordinary course

of business of such Custodian and will not result in a material breach of any

term or provision of the articles of incorporation or by laws of such

Custodian.

 

                                 ARTICLE III

 

                                TRUST ACCOUNTS

 

          Section 3.01 Excess Reserve Fund Account; Distribution Account. (a)

The Securities Administrator shall establish and maintain the Excess Reserve

Fund Account to receive any Basis Risk Payment and to secure their limited

recourse obligation to pay to the Principal Certificateholders any Basis Risk

Carry Forward Amounts (prior to using any Swap Receipt Amounts). On each

Distribution Date, the Securities Administrator shall deposit the amount of

any Basis Risk Payment received by it for such date into the Excess Reserve

Fund Account. For the avoidance of doubt, any Basis Risk Carry Forward Amounts

shall be paid to the LIBOR Certificates first from the Excess Reserve Fund

Account and then from the Supplemental Interest Trust.

 

          On each Distribution Date on which there exists a Basis Risk Carry

Forward Amount on any Class or Classes of Principal Certificates, the

Securities Administrator shall (1) withdraw from the Distribution Account, to

the extent of funds available therefor in the Distribution Account, and

deposit in the Excess Reserve Fund Account, as set forth in Section

4.01(a)(iii)(I), the lesser of (x) the Class X Distributable Amount (without

regard to the reduction in clause (iii) of the definition thereof with respect

to Basis Risk Payments) (to the extent remaining after the distributions

specified in Sections 4.01(a)(iii)(A)-(H)) and (y) the aggregate Basis Risk

Carry Forward Amount of the Principal Certificates for such Distribution Date

and (2) withdraw from the Excess Reserve Fund Account and the Supplemental

Interest Account amounts necessary (including Swap Payment Amounts or Swap

Termination Payments (other than amounts received pursuant to an ISDA Credit

Support Annex negotiated between the Trust and the Swap Provider)) to pay to

such Class or Classes of Certificates the related Basis Risk Carry Forward

Amount. Such payments shall be allocated to those Classes based upon the

amount of Basis Risk Carry Forward Amount owed to each such Class and shall be

paid in the priority set forth in Section 4.01(a)(iii)(J).

 

          The Securities Administrator shall account for the Excess Reserve

Fund Account as an asset of a grantor trust under subpart E, Part I of

subchapter J of the Code and not as an asset of any Trust REMIC created

pursuant to this Agreement. The beneficial owners of the Excess Reserve Fund

Account are the Class X Certificateholders. For all federal income tax

purposes, amounts transferred by the Upper-Tier REMIC to the Excess Reserve

Fund Account shall be treated as distributions by the Securities Administrator

to the Class X Certificateholders in respect of the Class X Interest and then

contributed by the Class X Certificateholders to the Excess Reserve Fund

Account.

 

          Any Basis Risk Carry Forward Amounts distributed by the Securities

Administrator to the Principal Certificateholders shall be accounted for by

the Securities Administrator, for federal income tax purposes, as amounts paid

first to the Holders of the Class X Certificates (in respect of the Class X

Interest) and then to the respective Class or Classes of

 

 

                                      52

<PAGE>

 

Principal Certificates in accordance with the priority of payments in this

Section 4.05. In addition, the Securities Administrator shall account for the

Principal Certificateholders' rights to receive payments of Basis Risk Carry

Forward Amounts as rights in a limited recourse interest rate cap contract

written by the Class X Certificateholders in favor of the Holders of each such

Class.

 

          Notwithstanding any provision contained in this Agreement, the

Securities Administrator shall not be required to make any distributions from

the Excess Reserve Fund Account except as expressly set forth in this Section

3.01(a).

 

          (b) The Master Servicer shall establish and maintain the

Distribution Account on behalf of the Certificateholders. The Master Servicer

shall, promptly upon receipt on the Business Day received, deposit in the

Distribution Account and retain therein the following:

 

          (i) the aggregate amount remitted by the Servicers to the Master

     Servicer pursuant to the Servicing Agreements;

 

          (ii) any Swap Receipt Amounts or Swap Termination Payments (other

     than amounts received pursuant to an ISDA Credit Support Annex negotiated

     between the Trust and the Swap Provider) remitted by the Swap Provider;

     and

 

          (iii) any other amounts deposited hereunder which are required to be

     deposited in the Distribution Account.

 

          In the event that any Servicer shall remit any amount not required

to be remitted pursuant to the applicable Servicing Agreement, and such

Servicer directs the Master Servicer in writing to withdraw such amount from

the Distribution Account, the Master Servicer shall return such funds to the

applicable Servicer. All funds deposited in the Distribution Account shall be

held by the Securities Administrator in trust for the Certificateholders until

disbursed in accordance with this Agreement or withdrawn in accordance with

Section 4.01.

 

          (c) From time to time, the Securities Administrator may also

establish any other accounts for the purposes of carrying out its duties

hereunder (including, without limitation, any account necessary under the

Interest Rate Swap Agreement).

 

          Section 3.02 Investment of Funds in the Distribution Account. (a)

The Securities Administrator may (but shall not be obligated to) invest funds

in the Distribution Account during the Securities Administrator Float Period

(for purposes of this Section 3.02, such Account is referred to as an

"Investment Account"), in one or more Permitted Investments bearing interest

or sold at a discount, and maturing, unless payable on demand, or maturing on

such Distribution Date. All such Permitted Investments shall be held to

maturity, unless payable on demand. Any investment of funds in an Investment

Account shall be made in the name of the Securities Administrator. The

Securities Administrator shall be entitled to sole possession over each such

investment, and any certificate or other instrument evidencing any such

investment shall be delivered directly to the Securities Administrator or its

agent, together with any document of transfer necessary to transfer title to

such investment to the Securities Administrator. In the event amounts on

deposit in an Investment Account are at any time invested in a Permitted

Investment payable on demand, the Securities Administrator may:

 

 

 

                                      53

<PAGE>

 

          (x)   consistent with any notice required to be given thereunder,

               demand that payment thereon be made on the last day such

               Permitted Investment may otherwise mature hereunder in an

               amount equal to the lesser of (1) all amounts then payable

               thereunder and (2) the amount required to be withdrawn on such

               date; and

 

          (y)   demand payment of all amounts due thereunder that such

               Permitted Investment would not constitute a Permitted

               Investment in respect of funds thereafter on deposit in the

               Investment Account.

 

          (b) All income and gain realized from the investment of funds

deposited in the Distribution Account held by the Securities Administrator

during the Securities Administrator Float Period shall be subject to the

Securities Administrator's withdrawal in the manner set forth in Section

10.05.

 

          (c) Except as otherwise expressly provided in this Agreement, if any

default occurs in the making of a payment due under any Permitted Investment,

or if a default occurs in any other performance required under any Permitted

Investment, the Securities Administrator shall take such action as may be

appropriate to enforce such payment or performance, including the institution

and prosecution of appropriate proceedings. Notwithstanding the foregoing, the

Securities Administrator shall be liable to the Trust for any such loss on any

funds it has invested under this Section 3.02 only during the Securities

Administrator Float Period, and the Securities Administrator shall deposit

funds in the amount of such loss in the Distribution Account promptly after

such loss is incurred.

 

          (d) The Securities Administrator or its Affiliates are permitted to

receive additional compensation that could be deemed to be in the Securities

Administrator's economic self-interest for (i) serving as investment adviser,

administrator, shareholder, servicing agent, custodian or sub-custodian with

respect to certain of the Permitted Investments, (ii) using Affiliates to

effect transactions in certain Permitted Investments and (iii) effecting

transactions in certain Permitted Investments. Such compensation is not

payable or reimbursable under Section 8.06 of this Agreement.

 

          (e) In order to comply with its duties under the USA Patriot Act of

2001, the Trustee and the Custodians shall obtain and verify certain

information and documentation from the other parties to this Agreement

including, but not limited to, each such party's name, address and other

identifying information.

 

                                  ARTICLE IV

 

                                 DISTRIBUTIONS

 

          Section 4.01 Priorities of Distribution. (a) On each Distribution

Date, the Securities Administrator shall make the disbursements and transfers

from amounts then on deposit in the Distribution Account in the following

order of priority and to the extent of the Available Funds remaining:

 

 

 

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<PAGE>

 

          (i) to the holders of each Class of Principal Certificates and to

     the Supplemental Interest Trust in the following order of priority:

 

               (A) to the Supplemental Interest Trust, the sum of (x) all Swap

          Payment Amounts and (y) any Swap Termination Payment owed to the

          Swap Provider other than a Defaulted Swap Termination Payment owed

          to the Swap Provider, if any;

 

               (B) concurrently,

 

                    (1) from the Interest Remittance Amount related to the

               Group I Mortgage Loans, to the Class 1A1 and Class 1A2

               Certificates, the related Accrued Certificate Interest

               Distribution Amounts and Unpaid Interest Amounts for the Class

               1A1 and Class 1A2 Certificates, allocated in accordance with

               clauses (iv) and (v) of this Section 4.01(a);

 

                    (2) from the Interest Remittance Amount related to the

               Group II Mortgage Loans, to the Class 2A1, Class 2A2, Class 2A3

               and Class 2A4 Certificates, the related Accrued Certificate

               Interest Distribution Amounts and Unpaid Interest Amounts for

               the Class 2A1, Class 2A2, Class 2A3 and Class 2A4 Certificates,

                allocated in accordance with clauses (iv) and (v) of this

               Section 4.01(a); and

 

               provided, that if the Interest Remittance Amount for any Loan

               Group is insufficient to make the related payments set forth in

               clause (1) or (2) above, any Interest Remittance Amount

               relating to the other Loan Groups remaining after making the

               related payments set forth in clause (1) or (2) above will be

               available to cover that shortfall;

 

               (C) from any remaining Interest Remittance Amounts to the Class

          M-1 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class;

 

               (D) from any remaining Interest Remittance Amounts to the Class

          M-2 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class;

 

               (E) from any remaining Interest Remittance Amounts to the Class

          M-3 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class;

 

               (F) from any remaining Interest Remittance Amounts to the Class

          M-4 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class;

 

               (G) from any remaining Interest Remittance Amounts to the Class

          M-5 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class;

 

               (H) from any remaining Interest Remittance Amounts to the Class

          M-6 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class;

 

 

 

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<PAGE>

 

               (I) from any remaining Interest Remittance Amounts to the Class

           B-1 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class;

 

               (J) from any remaining Interest Remittance Amounts to the Class

          B-2 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class; and

 

               (K) from any remaining Interest Remittance Amounts to the Class

          B-3 Certificates, the Accrued Certificate Interest Distribution

          Amount for that Class.

 

          (ii) (A) on each Distribution Date (x) prior to the Stepdown Date or

     (y) with respect to which a Trigger Event is in effect, to the holders of

     the Class or Classes of Principal Certificates and Residual Certificates

     then entitled to distributions of principal, from Available Funds

     remaining after making distributions pursuant to clause (a)(i) above, an

     amount equal to the Principal Distribution Amount in the following order

     of priority:

 

                    (1) concurrently, to the Class R-1 and Class R-2

               Certificates, pro rata, from payments related to the Group II

               Mortgage Loans, until their respective Class Certificate

               Balances have been reduced to zero;

 

                    (2) to the Class A Certificates, allocated as described in

               Section 4.01(d), until their respective Class Certificate

               Balances have been reduced to zero; and

 

                    (3) sequentially, to the Class M-1, Class M-2, Class M-3,

               Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class

               B-3 Certificates, in that order, until their respective Class

               Certificate Balances have been reduced to zero;

 

               (B) on each Distribution Date (x) on and after the Stepdown

          Date and (y) as long as a Trigger Event is not in effect, to the

          holders of the Class or Classes of Principal Certificates then

          entitled to distribution of principal from Available Funds remaining

           after making distributions pursuant to clause (i) above, an amount

          equal to the Principal Distribution Amount in the following order of

          priority:

 

                    (1) to the Class A Certificates, the lesser of (x) the

                Principal Distribution Amount and (y) the Class A Principal

               Distribution Amount, allocated as described in Section 4.01(d),

               until their respective Class Certificate Balances have been

               reduced to zero;

 

                     (2) to the Class M-1 Certificates, the lesser of (x) the

               excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above and (y) the Class M-1 Principal Distribution

               Amount, until their Class Certificate Balance has been reduced

               to zero;

 

 

 

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<PAGE>

 

                    (3) to the Class M-2 Certificates, the lesser of (x) the

               excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above and to the Class M-1 Certificates in clause

                (ii)(B)(2) above and (y) the Class M-2 Principal Distribution

               Amount, until their Class Certificate Balance has been reduced

               to zero;

 

                    (4) to the Class M-3 Certificates, the lesser of (x) the

                excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above, to the Class M-1 Certificates in clause

               (ii)(B)(2) above and to the Class M-2 Certificates in clause

               (ii)(B)(3) above and (y) the Class M-3 Principal Distribution

               Amount, until their Class Certificate Balance has been reduced

               to zero;

 

                    (5) to the Class M-4 Certificates, the lesser of (x) the

               excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above, to the Class M-1 Certificates in clause

                (ii)(B)(2) above, to the Class M-2 Certificates in clause

               (ii)(B)(3) above and to the Class M-3 Certificates in clause

               (ii)(B)(4) above and (y) the Class M-4 Principal Distribution

               Amount, until their Class Certificate Balance has been reduced

               to zero;

 

                    (6) to the Class M-5 Certificates, the lesser of (x) the

               excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above, to the Class M-1 Certificates in clause

               (ii)(B)(2) above, to the Class M-2 Certificates in clause

               (ii)(B)(3) above, to the Class M-3 Certificates in clause

               (ii)(B)(4) above and to the Class M-4 Certificates in clause

               (ii)(B)(5) above and (y) the Class M-5 Principal Distribution

               Amount, until their Class Certificate Balance has been reduced

               to zero;

 

                    (7) to the Class M-6 Certificates, the lesser of (x) the

               excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above, to the Class M-1 Certificates in clause

               (ii)(B)(2) above, to the Class M-2 Certificates in clause

               (ii)(B)(3) above, to the Class M-3 Certificates in clause

               (ii)(B)(4) above, to the Class M-4 Certificates in clause

               (ii)(B)(5) above and to the Class M-5 Certificates in clause

               (ii)(B)(6) above and (y) the Class M-6 Principal Distribution

               Amount, until their Class Certificate Balance has been reduced

               to zero;

 

                    (8) to the Class B-1 Certificates, the lesser of (x) the

               excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above, to the Class M-1 Certificates in clause

               (ii)(B)(2) above, to the Class M-2 Certificates in clause

               (ii)(B)(3) above, to the Class M-3 Certificates in clause

               (ii)(B)(4) above, to the Class M-4 Certificates in clause

               (ii)(B)(5) above, to the Class

 

 

                                      57

<PAGE>

 

               M-5 Certificates in clause (ii)(B)(6) above and to the Class

               M-6 Certificates in clause (ii)(B)(7) above and and (y) the

               Class B-1 Principal Distribution Amount, until their Class

               Certificate Balance has been reduced to zero;

 

                    (9) to the Class B-2 Certificates, the lesser of (x) the

               excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above, to the Class M-1 Certificates in clause

               (ii)(B)(2) above, to the Class M-2 Certificates in clause

               (ii)(B)(3) above, to the Class M-3 Certificates in clause

               (ii)(B)(4) above, to the Class M-4 Certificates in clause

               (ii)(B)(5) above, to the Class M-5 Certificates in clause

               (ii)(B)(6) above, to the Class M-6 Certificates in clause

               (ii)(B)(7) above and to the Class B-1 Certificates in clause

               (ii)(B)(8) above and (y) the Class B-2 Principal Distribution

               Amount, until their Class Certificate Balance has been reduced

               to zero; and

 

                    (10) to the Class B-3 Certificates, the lesser of (x) the

               excess of (i) the Principal Distribution Amount over (ii) the

               amount distributed to the Class A Certificates in clause

               (ii)(B)(1) above, to the Class M-1 Certificates in clause

               (ii)(B)(2) above, to the Class M-2 Certificates in clause

               (ii)(B)(3) above, to the Class M-3 Certificates in clause

               (ii)(B)(4) above, to the Class M-4 Certificates in clause

               (ii)(B)(5) above, to the Class M-5 Certificates in clause

               (ii)(B)(6) above, to the Class M-6 Certificates in clause

               (ii)(B)(7) above, to the Class B-1 Certificates in clause

               (ii)(B)(8) above and to the Class B-2 Certificates in clause

               (ii)(B)(9) above and (y) the Class B-3 Principal Distribution

               Amount, until their Class Certificate Balance has been reduced

                to zero;

 

          (iii) from the Available Funds remaining after the distributions in

     clauses (a)(i) and (a)(ii) above, the following amounts shall be

     distributed in the following order of priority:

 

               (A) if and to the extent that the Interest Remittance Amounts

          distributed pursuant to clauses (a)(i) and (a)(ii) above were

          insufficient to make full distributions in respect of interest set

          forth in such clauses, (x) to the holders of each Class of Class A

          Certificates, any unpaid Accrued Certificate Interest and any Unpaid

          Interest Amounts, pro rata among such Classes based on their

          respective entitlement to those amounts, and then (y) to the holders

          of each Class of the Class M and Class B Certificates, any unpaid

          Accrued Certificate Interest, in the order of priority for such

          classes set forth in clause (i) above;

 

               (B) to the holders of the Class M-1 Certificates, any Unpaid

           Interest Amount for such Class;

 

               (C) to the holders of the Class M-2 Certificates, any Unpaid

          Interest Amount for such Class;

 

 

 

                                      58

<PAGE>

 

               (D) to the holders of the Class M-3 Certificates, any Unpaid

          Interest Amount for such Class;

 

               (E) to the holders of the Class M-4 Certificates, any Unpaid

          Interest Amount for such Class;

 

               (F) to the holders of the Class M-5 Certificates, any Unpaid

          Interest Amount for such Class;

 

               (G) to the holders of the Class M-6 Certificates, any Unpaid

          Interest Amount for such Class;

 

               (H) to the holders of the Class B-1 Certificates, any Unpaid

           Interest Amount for such Class;

 

               (I) to the holders of the Class B-2 Certificates, any Unpaid

          Interest Amount for such Class;

 

               (J) to the holders of the Class B-3 Certificates, any Unpaid

          Interest Amount for such Class;

 

               (K) to the Excess Reserve Fund Account, the amount of any Basis

          Risk Payment (without regard to Swap Receipt Amounts) for such

          Distribution Date;

 

               (L) from funds on deposit in the Excess Reserve Fund Account

          with respect to that Distribution Date, an amount equal to any Basis

          Risk Carry Forward Amount with respect to the Principal Certificates

          for that Distribution Date in the same order and priority in which

          Accrued Certificate Interest is allocated among those Classes of

          Certificates, with the allocation to the Class A Certificates being

          pro rata based on their respective Class Certificate Balances;

          provided, however, for any Distribution Date, after the remaining

          Basis Risk Carry Forward Amount for any of the Class A Certificates

          has been reduced to zero, any remaining Basis Risk Carry Forward

          Amount that would have been allocated to such Class A Certificates

          for that Distribution Date will be allocated, pro rata, to the

          remaining Class A Certificates based on their respective remaining

          unpaid Basis Risk Carry Forward Amounts;

 

               (M) to the Supplemental Interest Trust, the amount of any

          Defaulted Swap Termination Payment owed to the Swap Provider;

 

               (N) to the holders of the Class X Certificates, the remainder

          of the Class X Distributable Amount not distributed pursuant to

          Sections 4.01(a)(iii)(A)-(M); and

 

               (O) to the holders of the Class R-1 and Class R-2 Certificates,

          pro rata, any remaining amount.

 

 

 

                                      59

<PAGE>

 

          (iv) Solely for purposes of interest allocation calculations, the

     portion of the interest component attributable to the Group I Mortgage

     Loans will be allocated:

 

               (A) first, pro rata (based on the accrued and unpaid interest

          distributable pursuant to Section 4.01(a)(i)(B)(1), to the Class 1A1

          and Class 1A2 Certificates, the Accrued Certificate Interest

          Distribution Amount and any Unpaid Interest Amount for each such

          Class; and

 

               (B) second, pro rata (based on the accrued and unpaid interest

          distributable pursuant to Section 4.01(a)(i)(B)(2), to the Class

          2A1, Class 2A2, Class 2A3 and Class 2A4 Certificates, the Accrued

          Certificate Interest Distribution Amount and any Unpaid Interest

          Amount for each such Class, to the extent not otherwise previously

          paid from the Interest Remittance Amount attributable to the Group

          II Mortgage Loans.

 

          (v) Solely for purposes of interest allocation calculations, the

     portion of the interest component attributable to the Group II Mortgage

     Loans will be allocated:

 

               (A) first, pro rata (based on the accrued and unpaid interest

          distributable pursuant to Section 4.01(a)(i)(B)(2), to the Class

          2A1, Class 2A2, Class 2A3 and Class 2A4 Certificates, the Accrued

          Certificate Interest Distribution Amount and any Unpaid Interest

          Amount for each such Class; and

 

               (B) second, pro rata (based on the accrued and unpaid interest

          distributable pursuant to Section 4.01(a)(i)(B)(1), to the Class 1A1

          and Class 1A2 Certificates, the Accrued Certificate Interest

          Distribution Amount and any Unpaid Interest Amount for each such

          Class, to the extent not otherwise previously paid from the Interest

          Remittance Amount attributable to the Group I Mortgage Loans.

 

          (b) On each Distribution Date, all amounts representing Prepayment

Premiums from the Mortgage Loans received during the related Principal

Prepayment Period shall be distributed by the Securities Administrator to the

holders of the Class P Certificates.

 

          (c) Upon any exercise of the purchase option set forth in Section

11.01(a), the Securities Administrator shall distribute to the holders of the

Class R-2 Certificates any amounts required to be distributed on the Class R-2

Certificates pursuant to Section 11.02.

 

          (d) All principal distributions to the Holders of the Class A

Certificates on any Distribution Date shall be allocated between the Class 1A

Certificates and the Class 2A Certificates based on the Class A Principal

Allocation Percentage for the Class 1A Certificates, or the Class 2A

Certificates, as applicable; provided, however, that if the aggregate Class

Certificate Principal Balance of either Class A Certificate Group is reduced

to zero, then the remaining amount of principal distributions distributable to

the Class A Certificate on such Distribution Date, and the amount of such

principal distributions distributable on all subsequent Distribution Dates,

shall be distributed to the Class A Certificates remaining outstanding in

accordance with the principal distribution allocations set forth in this

Section 4.01(d), until their respective Class Certificate Balances have been

reduced to zero. Any payments of principal to the Class 1A Certificates shall

be made first from Available Funds relating to the Group I

 

 

                                      60

<PAGE>

 

Mortgage Loans and any payments of principal to the Class 2A Certificates

shall be made first from Available Funds relating to the Group II Mortgage

Loans.

 

          Any principal distributions allocated to the Class 1A Certificates

shall be distributed pro rata between the Class 1A1 and Class 1A2

Certificates, based on their respective Class Certificate Balances, until

their respective Class Certificate Balances have been reduced to zero.

However, so long as a Group I Sequential Trigger Event is in effect, principal

distributions to the Class 1A Certificates shall be allocated sequentially, to

the Class 1A1 and Class 1A2 Certificates, in that order, until their

respective Class Certificate Balances have been reduced to zero.

 

          Any principal distributions allocated to the Class 2A Certificates

shall be distributed (x) sequentially, to the Class 2A1 and Class 2A2

Certificates, in that order, until their respective Class Certificate Balances

have been reduced to zero; and then (y) concurrently, to the Class 2A3 and

Class 2A4 Certificates, pro rata, based on their respective Class Certificate

Balances, until their respective Class Certificate Balances have been reduced

to zero. However, so long as a Group II Sequential Trigger Event is in effect,

principal distributions to the Class 2A3 and Class 2A4 Certificates shall be

allocated sequentially, to the Class 2A3 and Class 2A4 Certificates, in that

order, until their respective Class Certificate Balances have been reduced to

zero.

 

          (e) Notwithstanding the foregoing description of allocation of

principal distributions to the Class A Certificates, from and after the

Distribution Date on which the aggregate Class Certificate Balance of the

Subordinated Certificates and the Overcollateralized Amount have been reduced

to zero, any principal distributions allocated to the Class A Certificates are

required to be allocated pro rata to the Class A Certificates, based on their

respective Class Certificate Balances, except that (x) so long as a Group I

Sequential Trigger Event is in effect, principal distributions to the Class 1A

Certificates shall be allocated sequentially, to the Class 1A1 and Class 1A2

Certificates, in that order, until their respective Class Certificate Balances

have been reduced to zero and (y) so long as a Group II Sequential Trigger

Event is in effect, principal distributions to the Class 2A3 and Class 2A4

Certificates shall be allocated sequentially, to the Class 2A3 and Class 2A4

Certificates, in that order, until their respective Class Certificate Balances

have been reduced to zero.

 

          (f) On any Distribution Date, any Relief Act Interest Shortfalls and

Net Prepayment Interest Shortfalls for such Distribution Date shall be

allocated pro rata, as a reduction of the Accrued Certificate Interest

Distribution Amount for the Class A, Class M and Class B Certificates, based

on the Accrued Certificate Interest Distribution Amount to which such Classes

would otherwise be entitled on such Distribution Date.

 

          (g) On each Distribution Date, all amounts representing Prepayment

Premiums from the Mortgage Loans received during the related Principal

Prepayment Period shall be distributed by the Securities Administrator to the

holders of the Class P Certificates.

 

          (h) Upon any exercise of the purchase option set forth in Section

11.01(a), the Securities Administrator shall distribute to the holders of the

Class R-2 Certificates any amounts required to be distributed on the Class R-2

Certificates pursuant to Section 11.02.

 

 

 

                                       61

<PAGE>

 

          Section 4.02 Monthly Statements to Certificateholders. (a) Not later

than each Distribution Date, the Securities Administrator shall make available

to each Certificateholder, the Depositor, the Trustee and each Rating Agency a

statement based upon the information provided by the Servicers setting forth

with respect to the related distribution:

 

          (i) the amount thereof allocable to principal, separately

     identifying the aggregate amount of any Principal Prepayments, Insurance

     Proceeds, Condemnation Proceeds and Liquidation Proceeds included

     therein;

 

          (ii) the amount thereof allocable to interest, any Unpaid Interest

     Amount included in such distribution and any remaining Unpaid Interest

     Amount after giving effect to such distribution, any Basis Risk Carry

     Forward Amount for such Distribution Date and the amount of all Basis

     Risk Carry Forward Amount covered by withdrawals from the Excess Reserve

     Fund Account and the Supplemental Interest Trust on such Distribution

     Date;

 

          (iii) if the distribution to the Holders of such Class of

     Certificates is less than the full amount that would be distributable to

     such Holders if there were sufficient funds available therefor, the

     amount of the shortfall and the allocation thereof as between principal

     and interest, including any Basis Risk Carry Forward Amount not covered

     by amounts in the Excess Reserve Fund Account and the Supplemental

     Interest Trust;

 

          (iv) the Class Certificate Balance of each Class of Certificates

     after giving effect to the distribution of principal on such Distribution

     Date;

 

          (v) the Pool Stated Principal Balance for the following Distribution

     Date;

 

          (vi) the amount of the Servicing Fees paid to or retained by the

      Servicers with respect to such Distribution Date;

 

          (vii) the amount of any Administrative Fees paid to the Master

     Servicer or Securities Administrator with respect to such Distribution

     Date;

 

          (viii) the Pass-Through Rate for each such Class of Certificates

     with respect to such Distribution Date;

 

          (ix) the amount of Advances included in the distribution on such

     Distribution Date and the aggregate amount of Advances reported by the

     Servicers as outstanding as of the close of business on the Determination

     Date immediately preceding such Distribution Date;

 

          (x) the number and aggregate outstanding principal balances of

     Mortgage Loans (1) as to which the Monthly Payment is delinquent 31 to 60

     days, 61 to 90 days and 91 or more days, (2) that have become REO

     Property, (3) that are in foreclosure and (4) that are in bankruptcy, in

     each case as of the close of business on the last Business Day of the

     immediately preceding month;

 

 

 

                                      62

<PAGE>

 

          (xi) for each of the preceding 12 calendar months, or all calendar

     months since the related Cut-off Date, whichever is less, the aggregate

     dollar amount of the Monthly Payments (A) due on all Outstanding Mortgage

     Loans on each of the Due Dates in each such month and (B) delinquent 60

     days or more on each of the Due Dates in each such month;

 

          (xii) with respect to each Mortgage Loan that became an REO Property

     during the preceding calendar month, the loan number and Stated Principal

     Balance of such Mortgage Loan as of the close of business on the last

     Business Day of the immediately preceding month prior to such

     Distribution Date and the date of acquisition thereof;

 

          (xiii) the total number and principal balance of any REO Properties

     (and market value, if available) as of the close of business on the last

     Business Day of the immediately preceding month prior to such

     Distribution Date;

 

          (xiv) whether a Trigger Event has occurred and is continuing

     (including the calculation of thereof and the aggregate outstanding

     balance of all 60+ Day Delinquent Mortgage Loans);

 

          (xv) the amount on deposit in the Excess Reserve Fund Account (after

     giving effect to distributions on such Distribution Date);

 

          (xvi) in the aggregate and for each Class of Certificates, the

     aggregate amount of Applied Realized Loss Amounts incurred during the

     preceding calendar month and aggregate Applied Realized Loss Amounts

     through such Distribution Date;

 

          (xvii) the amount of any Net Monthly Excess Cash Flow on such

     Distribution Date and the allocation thereof to the Certificateholders

     with respect to Unpaid Interest Amounts;

 

          (xviii) the Overcollateralized Amount and Specified

     Overcollateralized Amount;

 

           (xix) the Prepayment Premiums collected by or paid by the Servicers;

 

          (xx) the amount distributed on the Class X and Class P Certificates;

     and

 

          (xxi) the amount of any Subsequent Recoveries for such Distribution

     Date.

 

          (b) The Securities Administrator's responsibility for providing the

above statement to the Certificateholders, each Rating Agency, the Trustee and

the Depositor is limited to the availability, timeliness and accuracy of the

information derived from the Master Servicer, the Servicers and the

Responsible Parties. The Securities Administrator shall provide the above

statement via the Securities Administrator's internet website. Assistance in

using the website can be obtained by calling the Securities Administrator's

investor relations desk at 1-877-722-1095. The Securities Administrator will

also make a paper copy of the above statement available upon request.

 

 

 

                                      63

<PAGE>

 

          (c) Upon request, within a reasonable period of time after the end

of each calendar year, the Securities Administrator shall cause to be

furnished to each Person who at any time during the calendar year was a

Certificateholder, a statement containing the information set forth in clauses

(a)(i), (a)(ii), (a)(iii) and (a)(vii) of this Section 4.02 aggregated for

such calendar year or applicable portion thereof during which such Person was

a Certificateholder. Such obligation of the Securities Administrator shall be

deemed to have been satisfied to the extent that substantially comparable

information shall be provided by the Securities Administrator pursuant to any

requirements of the Code as from time to time in effect.

 

          The Securities Administrator shall be entitled to rely on

information provided by third parties for purposes of preparing the foregoing

report, but shall not be responsible for the accuracy of such information.

 

          Section 4.03 Allocation of Applied Realized Loss Amounts. Any

Applied Realized Loss Amounts will be allocated to the most junior Class of

Subordinated Certificates then outstanding in reduction of the Class

Certificate Balance thereof. In the event, Applied Realized Loss Amounts are

allocated to any Class of Certificates, their Class Certificate Balance shall

be reduced by the amount so allocated and no funds shall be distributed with

respect to the written down amounts or with respect to interest or Basis Risk

Carry Forward Amounts on the written down amounts on that Distribution Date or

any future Distribution Dates, even if funds are otherwise available therefor.

 

          Notwithstanding the foregoing


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