Formation of Trust Conveyance of Mortgage Loans. Section 2.01 Conveyance to the Trustee To provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, all of the sums distributable under this Trust Agreement with respect to the Certificates and the performance of the covenants contained in this Trust Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Holders, all of the Depositor’s right, title and interest in and to any and all benefits accruing to the Depositor from: (a) the Mortgage Loans listed on each of Schedule I hereto, the related Trustee Mortgage Loan Files, and all Scheduled Payments due thereon after the Cut-Off Date and all principal prepayments collected with respect to the Mortgage Loans and paid by a Borrower on or after the Cut-Off Date, and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the Sale and Servicing Agreements (other than GSMC’s rights to indemnification thereunder, which were retained by GSMC under the applicable Step 1 Assignment Agreements), as they relate to the Mortgage Loans; (c) the Custodial Agreements, as they relate to the Mortgage Loans; (d) the Assignment Agreements; (e) the REMIC I Distribution Account, the REMIC II Distribution Account, the Master Servicer Account, the Certificate Account and the Collection Accounts, as they relate to the Mortgage Loans and (f) proceeds of all of the foregoing (including, without limitation, all amounts, other than investment earnings, from time to time held or invested in the Collection Account, the REMIC I Distribution Account, the REMIC II Distribution Account and the Certificate Account, whether in the form of cash, instruments, securities or other property, all proceeds of any mortgage insurance, mortgage guarantees, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (items (a) through (f) above shall be collectively referred to herein as the “Trust Estate”). The foregoing sale, transfer, assignment, set-over and conveyance does not and is not intended to result in the cre...
Formation of Trust Conveyance of Mortgage Loans. 20 Section 2.01. Conveyance of Mortgage Loans...................................................................20 ARTICLE III
Formation of Trust Conveyance of Mortgage Loans. Section 2.01 Conveyance to the Trustee. 16 Section 2.02 Acceptance by the Trustee. 17 Section 2.03 REMIC Elections and REMIC Interests Designations.
Formation of Trust Conveyance of Mortgage Loans. Section 2.01 Conveyance to the Trustee Section 2.02 Acceptance by the Trustee
Formation of Trust Conveyance of Mortgage Loans. Section 2.01 Conveyance to the Trustee...................................... Section 2.02 Acceptance by the Trustee...................................... Section 2.03
Formation of Trust Conveyance of Mortgage Loans. 12 Section 2.01 Conveyance to the Trustee................................................................12 Section 2.02 Acceptance by the Trustee................................................................13 Section 2.03 REMIC Elections and REMIC Interests Designations.........................................13 ARTICLE III
Formation of Trust Conveyance of Mortgage Loans. Section 2.01 Conveyance to the Trustee Section 2.02 Acceptance by the Trustee Section 2.03 REMIC Elections and REMIC Designation. 20
Formation of Trust Conveyance of Mortgage Loans. Section 2.01 Conveyance to the Trustee.
Formation of Trust Conveyance of Mortgage Loans. 22 Section 2.01 Conveyance to the Trustee. 22 Section 2.02 Acceptance by the Trustee. 23 Section 2.03 REMIC Elections and REMIC Interests Designations. 23 ARTICLE III REMITTING TO CERTIFICATEHOLDERS 28 Section 3.01 Distributions to Certificateholders. 28 Section 3.02 Allocation of Realized Losses and Shortfalls. 34 Section 3.03 The Separate Interest Trust. (a) 36 Section 3.04 Basis Risk Reserve Fund. 36 Section 3.05 The Interest Rate Cap Agreement. 37 ARTICLE IV THE SECURITIES 38 Section 4.01 The Certificates. 38 Section 4.02 Denominations. 39 Section 4.03 Redemption of Certificates. 39 Section 4.04 Securities Laws Restrictions. 40 ARTICLE V MISCELLANEOUS PROVISIONS 40 Section 5.01 Request for Opinions. 40 Section 5.02 Schedules and Exhibits. 41 Section 5.03 Governing Law. 41 Section 5.04 Counterparts. 41 Section 5.05 Notices. 41 Schedule I Mortgage Loans Schedule II Master Loan Purchase Agreements related to the Mortgage Loans acquired through the Conduit Program Schedule III PAC Scheduled Amounts Exhibit A Forms of Certificates THIS MASTER SERVICING AND TRUST AGREEMENT (this “Trust Agreement”), dated as of August 1, 2005, is hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”) under this Trust Agreement, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as securities administrator (in such capacity, the “Securities Administrator”) and custodian (in such capacity, the “Custodian”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”). All of the provisions of the Standard Terms to Master Servicing and Trust Agreement (August 2005 Edition) (the “Standard Terms”), unless otherwise specified herein, are hereby incorporated herein by reference and shall be a part of this Trust Agreement as if set forth herein in full.
Formation of Trust Conveyance of Mortgage Loans. Section 2.01 Conveyance to the Trustee. 16 Section 2.02 Acceptance by the Trustee. 17 Section 2.03 REMIC Elections and REMIC Interests Designations. ARTICLE III REMITTING TO CERTIFICATEHOLDERS Section 3.01 Distributions to Certificateholders. Section 3.02 Allocation of Realized Losses and Shortfalls. ARTICLE IV THE SECURITIES 24 Section 4.01 The Certificates. Section 4.02 Denominations. Section 4.03 Redemption of Certificates. Section 4.04 Securities Laws Restrictions. 25 ARTICLE V MISCELLANEOUS PROVISIONS 25 Section 5.01 Request for Opinions. Section 5.02 Schedules and Exhibits. 25 Section 5.03 Governing Law. 25 Section 5.04 Counterparts. Section 5.05 Notices.
