THIS TRUST AGREEMENT (this “Trust Agreement”) dated as of October 1, 2006, is executed by and among GS MORTGAGE SECURITIES CORP., as depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee pursuant to the...
THIS
TRUST AGREEMENT (this “Trust
Agreement”)
dated
as of October 1, 2006, is executed by and among GS MORTGAGE SECURITIES CORP.,
as
depositor (the “Depositor”),
U.S.
BANK NATIONAL ASSOCIATION, solely in its capacity as trustee pursuant to the
Underlying Trust Agreement (as defined below) (the “Trustee”)
and
XXXXX FARGO BANK, N.A., as master servicer (in such capacity, the “Master
Servicer”)
and
securities administrator (in such capacity, the “Securities
Administrator”).
WITNESSETH
WHEREAS,
the Trustee, the Master Servicer and the Securities Administrator have entered
into the Master Servicing and Trust Agreement (the “Underlying
Trust Agreement”)
dated
as of October 1, 2006 together with GS Mortgage Securities Corp., as depositor,
and the custodians named therein, creating and establishing GSR Mortgage Loan
Trust 2006-9F (the “Underlying
Trust”);
WHEREAS,
the Underlying Trust has issued a series of certificates known as the Mortgage
Pass-Through Certificates, Series 2006-9F (the “REMIC
Classes”)
evidencing the entire beneficial interests in the Underlying Trust;
WHEREAS,
all or a portion of the two separate Exchange Classes (as defined herein) issued
hereunder (each representing an undivided beneficial ownership interest in
the
related Exchangeable REMIC Classes (as defined herein)), may be exchanged for
a
proportionate interest in such Exchangeable REMIC Classes in the combinations
set forth on Appendix A and made a part hereof;
WHEREAS,
all or a portion of the Exchangeable REMIC Classes may be exchanged for the
Exchange Classes in the same manner; and
WHEREAS,
the parties hereto desire to create this Trust to issue the Exchange Classes
and
certificated interests in the Exchangeable REMIC Classes subject to the terms
and conditions set forth herein.
NOW
THEREFORE, the parties to this Trust Agreement, in the several capacities
hereinabove set forth, do hereby declare and establish this Trust Agreement
and
do hereby undertake and otherwise agree as follows:
ARTICLE
I
DEFINED
TERMS
Capitalized
terms used and not defined herein shall have the respective meanings assigned
to
them in the Underlying Trust Agreement and the rules of construction set forth
therein shall apply hereto. In addition, whenever used in this Trust Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:
“Aggregate
Denomination”:
As to
any Class and date of determination, the aggregate of the denominations of
the
Outstanding Certificates of such Class on such date.
1
“Authorized
Officer”:
The
Chairman of the Board, the President or any Executive Vice President, Senior
Vice President or Vice President.
“Certificate”:
A
grantor trust pass-through security issued hereunder in a book-entry form as
authorized by this Trust Agreement.
“Certificate
Registrar”:
For
the purposes of this Trust Agreement, the Certificate Registrar appointed
pursuant to Section 5.04 of the Standard Terms which shall act as Certificate
Registrar under this Trust Agreement subject to the terms and conditions and
entitled to the same rights, protections and indemnities set forth in the Trust
Agreement.
“Class”:
Each
Class of Certificates issued or issuable hereunder as set forth in Section
2.02
hereto.
“Class
Balance”:
With
respect to any Class of Certificates, at any time, the aggregate of the
Certificate Balances of all Outstanding Certificates of such Class.
“Class
Distribution Amount”:
As to
each Exchange Class and Distribution Date, an amount equal to the aggregate
of
the distributions on such Distribution Date in respect of each Related REMIC
Class multiplied by a fraction, the numerator of which is equal to the Aggregate
Denomination of such Related REMIC Class at the close of business on the related
Record Date and the denominator of which is the Initial Authorized Denomination
with respect to such Related REMIC Class. As to each Related REMIC Class, the
sum of (i) the Class Interest Distribution Amount for such Class and (ii) the
Class Principal Distribution Amount for such Class.
“Class
Interest Distribution Amount”:
As to
each Exchange Class and each Distribution Date, an amount equal to interest
accrued during the related Interest Accrual Period (computed on the basis of
a
360-day year consisting of twelve 30-day months) at the applicable Interest
Rate
on the Class Balance or Notional Amount thereof, as applicable, immediately
prior to such Distribution Date.
“Class
Principal Distribution Amount”:
As to
each Exchange Class and each Distribution Date, an amount as to principal equal
to (i) the concurrent distribution of principal in respect of each Related
REMIC
Class multiplied by (ii) a fraction, the numerator of which is the Aggregate
Denomination of such Exchange Class and the denominator of which is the Initial
Authorized Denomination of such Exchange Class.
“Code”:
The
Internal Revenue Code of 1986, as amended, including any successor or amendatory
provisions.
“Combination
Group”:
Any
allowable combination of Certificates as set forth on Appendix A.
“Distribution
Date”:
As to
any Exchange Class, the Distribution Date for the Related REMIC
Classes.
2
“Exchangeable
REMIC Class”
or “Exchangeable
REMIC Certificates”:
The Class 4A-2, Class 4A-3 and Class 4A-4
Certificates,
or the Certificates of each such Class, as the context may require, issued
by
the Underlying Trust in uncertificated form or the certificated pass-through
interests in such Classes or Certificates issued hereunder, as applicable.
“Exchange
Classes”
or “Exchange
Certificates”:
The Class 4A-1 and Class 4A-5 Certificates,
or the Certificates of each such Class, as the context may require.
“Interest
Rate”:
With
respect to each Interest Accrual Period and interest-bearing Related REMIC
Class, the per annum rate specified or determined pursuant to the Underlying
Trust Agreement for such Interest Accrual Period. With respect to each Interest
Accrual Period and Exchange Class, the per annum rate set forth with respect
to
such Class in the footnotes to the cover of the prospectus supplement relating
to the GSR 2006-9F Mortgage Loan Trust Pass-Through Certificates.
“Initial
Authorized Denomination”:
With
respect to any Class and Combination Group, the amount set forth with respect
to
such Class and such Combination Group in Appendix A under the heading, “Original
Class Principal or Notional Balance” or “Maximum Original Class Principal
Balance,” as applicable.
“Issue
Date”:
October 30, 2006.
“Outstanding
Certificate”:
Any
Outstanding Exchange Certificate and Outstanding Exchangeable REMIC
Certificate.
“Outstanding
Exchange Certificate”:
Any
Exchange Certificate issued on the Issue Date; provided,
however,
that
upon the exchange of any Exchange Certificate pursuant to Section 2.03 hereof,
the Exchange Certificate so exchanged shall be deemed no longer to be an
Outstanding Certificate, and each Exchangeable REMIC Certificate issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable REMIC
Certificate.
“Outstanding
Exchangeable REMIC Certificate”:
Any
Exchangeable REMIC Certificate issued on the Issue Date; provided,
however,
that
upon the exchange of any Exchangeable REMIC Certificate pursuant to Section
2.03
hereof, the Exchangeable REMIC Certificate so exchanged shall be deemed no
longer to be an Outstanding Exchangeable REMIC Certificate, and the Exchange
Certificate issued in exchange therefor shall be deemed to be an Outstanding
Exchange Certificate.
“Paying
Agent”:
For
the purposes of this Trust Agreement, the Paying Agent appointed pursuant to
Section 5.08 of the Standard Terms which shall act as Paying Agent under this
Trust Agreement subject to the same terms and conditions and entitled to the
same rights, protections and indemnities set forth in the Trust
Agreement.
“Prospectus”:
The
prospectus dated August 3, 2006, as supplemented by a prospectus supplement
dated October 26, 2006, relating to the GSR Mortgage Loan Trust 2006-9F Mortgage
Pass-Through Certificates, Series 2006-9F.
3
“Realized
Loss Allocation Amount”:
As to
each Exchange Class and Distribution Date, an amount equal to the aggregate
of
the Realized Losses on such Distribution Date in respect of each Related REMIC
Class multiplied by a fraction, the numerator of which is equal to the Aggregate
Denomination of such Related REMIC Class at the close of business on the related
Record Date and the denominator of which is the Initial Authorized Denomination
with respect to such Related REMIC Class.
“Related
REMIC Classes”:
As to
any Exchange Class, the Exchangeable REMIC Classes included in the related
Combination Group.
“Trust”:
The
trust created by this Trust Agreement, the corpus of which consists of the
Trust
Fund.
“Trust
Account”:
As
defined in Section 3.02 hereof.
“Trust
Fund”:
The
corpus of the trust created by this Trust Agreement, consisting of the Trust
Account and the uncertificated interests in the Exchangeable REMIC Certificates
issued by the Underlying Trust and all payments thereon and all rights
thereunder.
“Underlying
Trust”:
GSR
Mortgage Loan Trust 2006-9F.
ARTICLE
II
THE
TRUST
Section
2.01. Transfer
of Exchangeable REMIC Certificates.
Upon
the presentation and surrender by any Holder of its Exchangeable REMIC
Certificates in the appropriate combination as set forth on Appendix A, such
Holder shall hereunder transfer, assign, set over and otherwise convey to the
Securities Administrator, all of such Holder’s right, title and interest in and
to such Exchangeable REMIC Certificates.
The
Trustee acknowledges (i) the transfer and assignment to the Securities
Administrator of any uncertificated interests in the Exchangeable REMIC
Certificates pursuant to Section 4.05 of the Underlying Trust Agreement and
Section 4(c) of the Underwriting Agreement and (ii) any transfer and assignment
of certificated Exchangeable REMIC Certificates pursuant to the foregoing
paragraph, and hereby declares that it will hold the same in trust for the
Certificateholders on the terms in this Trust Agreement contained.
Section
2.02. Certificates.
The
Certificates authorized by this Trust Agreement shall consist of
each Exchange Class and each certificated interest in the related
Exchangeable REMIC Classes having the characteristics specified or determined
as
described in Appendix A, and otherwise shall be subject to the terms and
provisions set forth herein.
Section
2.03. Exchanges.
Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable
REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable
on
the books of DTC for Exchange Certificates, on and after the Closing Date,
by
notice to the Securities Administrator substantially in the form of Exhibit
I-1
or Exhibit I-2 hereto and under the terms and conditions hereinafter set forth
and otherwise in accordance with the procedures specified in the Underlying
Trust Agreement.
4
In
the
case of each Combination Group, Certificates of the Classes of Exchangeable
REMIC Certificates in such Combination Group shall be exchangeable for
Certificates of the Class of Exchange Certificates related to such Combination
Group in respective denominations determined based on the proportion that the
initial Certificate Balances or initial Notional Amounts, as applicable, of
such
Exchangeable REMIC Certificates bear to the original Certificate Balance of
the
related Exchange Certificates, as set forth in Appendix A. Upon any such
exchange the portions of the Exchangeable REMIC Certificates designated for
exchange shall be deemed cancelled and replaced by the Exchange Certificate
issued in exchange therefor. Correspondingly, Exchange Certificates related
to a
Combination Group may be further designated for exchange for Certificates of
the
Exchangeable REMIC Classes in such Combination Group in respective denominations
determined based on the proportion that the initial Certificate Balances or
initial Notional Amounts, as applicable, of such Exchangeable REMIC Certificates
bear to the original Certificate Balances of the related Exchange Certificates,
as set forth in Appendix A. There shall be no limitation on the number of
exchanges authorized pursuant to this Section 2.03, and, except as provided
in
the following paragraph, no fee or other charge shall be payable to the Trustee,
the Securities Administrator or DTC in connection therewith.
In
order
to effect an exchange of Certificates, the Certificateholder shall notify the
Securities Administrator in writing or by e-mail at xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx
no later
than two Business Days before the proposed exchange date. The exchange date
may
be any Business Day from and including the 25th
day of
the month to the second to the last Business Day of the month subject to the
Securities Administrator’s approval. The notice must be on the
Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth
the following information: the CUSIP number of each Certificate to be exchanged
and each Certificate to be received; outstanding Certificate Balance or Notional
Amount, as applicable, and the original Certificate Balance or Notional Amount,
as applicable, of the Certificates to be exchanged; the Certificateholder’s DTC
participant number; and the proposed exchange date. After receiving the notice,
the Securities Administrator shall e-mail the Certificateholder with wire
payment instructions relating to the exchange fee. A notice becomes irrevocable
on the second Business Day before the proposed exchange date.
Notwithstanding
any other provision herein set forth, a fee of $5,000 shall be payable to the
Securities Administrator in connection with each exchange.
The
Securities Administrator shall make the first distribution on an Exchange
Certificate or an Exchangeable REMIC Certificate received in an exchange
transaction on the Distribution Date in the month following the month of the
exchange to the Certificateholder of record as of the close of business on
the
last day of the month of the exchange.
5
Section
2.04. Delivery
of Instruments.
The
Securities Administrator shall furnish to each Holder, upon request, copies
of
this Trust Agreement, without attachments, applicable to the Certificate(s)
held
by such Holder.
ARTICLE
III
CERTIFICATES;
DISTRIBUTIONS
Section
3.01. Issuance
of Certificates.
The
Classes of Certificates shall be issued in book-entry form and shall be
maintained in the names of the record owners thereof as entries on the books
of
DTC. Such Certificates shall be in authorized minimum denominations of $25,000
initial Certificate Balance or, if the Class Principal Balance of such Class
of
Certificates is less than $25,000, the Class Principal Balance thereof, and
integral multiples of $1 in excess thereof and may be transferred or pledged
in
accordance with and subject to regulations governing use of the book-entry
system (as the same shall be in effect at the time of any such transfer or
pledge) and procedures that are followed generally for book-entry
securities.
Section
3.02. Trust
Account.
On or
before the Issue Date, the Securities Administrator shall either (i) open
with a depository institution one or more trust accounts in the name of the
Trustee on behalf of the Trust Fund that shall collectively be the “Trust
Account,”
(ii) in lieu of maintaining any such account or accounts, maintain the
Trust Account by means of appropriate entries on its books and records
designating all amounts credited thereto in respect of the Exchangeable REMIC
Certificates and all investments of any such amounts as being held by it in
its
capacity as Securities Administrator for the benefit of the Holders of the
Certificates or (iii) maintain the Trust Account in the form of any
combination of accounts or book entries described in clauses (i) and (ii) above.
Any manner or manners in which the Trust Account is maintained may at any time
be changed without notice to, or the approval of Holders of, the Certificates
so
long as funds held in the Trust Fund by, or for the account of, the Securities
Administrator shall at all times be identified. To the extent that the Trust
Account is maintained by the Securities Administrator in the manner provided
for
in clause (ii) above, all references herein to deposits and withdrawals from
the
Trust Account shall be deemed to refer to credits and debits to the related
books of the Securities Administrator.
The
Securities Administrator shall deposit in the Trust Account all distributions
in
respect of the Exchangeable REMIC Certificates received by it as Securities
Administrator hereunder. All such distributions deposited from time to time
in
the Trust Account and all investments made with such moneys, including all
income or other gain from such investments, shall be held by the Securities
Administrator in the Trust Account as part of the Trust Fund as herein provided,
subject to withdrawal by the Securities Administrator for distributions on
the
Certificates.
Section
3.03. Distributions.
On each
Distribution Date, the Securities Administrator shall withdraw from the Trust
Account the Class Distribution Amount for each Class and shall cause the Paying
Agent to make the appropriate distributions to the Holders of each such Class.
All distributions of such Class Distribution Amount that are made with respect
to a particular Class shall be made pro
rata
among
all Certificates of such class in proportion to their respective Certificate
Balances or Notional Amounts, as applicable, with no preference or priority
of
any kind. As among any Outstanding Exchange Certificates, distributions shall
be
made to such Certificates, pro
rata,
in
proportion to the Class Principal Balance of each such Outstanding Exchange
Certificate.
6
Section
3.04. Allocation
of Realized Losses.
On each
Distribution Date, the Realized Loss Allocation Amount for each Exchange Class
shall be applied to such Class. As among any Outstanding Exchange Certificates,
such Realized Loss Allocation Amount shall be applied to each Certificates
of
such Class, pro
rata,
in
proportion to the principal balance of each such Class.
ARTICLE
IV
LIMITATION
OF LIABILITY
The
Trustee and the Securities Administrator shall be entitled to the same rights,
protections and indemnities afforded to them under the Underlying Trust
Agreement.
ARTICLE
V
THE
TRUSTEE
In
the
event that there shall be any matter arising under the Underlying Trust
Agreement that requires the vote of Holders of Certificates outstanding
thereunder, the Trustee as the holder of the related Exchangeable REMIC
Certificates shall vote such Exchangeable REMIC Certificates in such amounts
and
proportions as shall reflect instructions received from Holders of any
Outstanding Exchange Certificates issued in exchange for such Exchangeable
REMIC
Certificates.
ARTICLE
VI
TERMINATION
The
respective obligations and responsibilities of the Securities Administrator
and
the Trustee shall terminate as to the Trust Fund upon the same terms and
conditions as the Underlying Trust Agreement.
ARTICLE
VII
SUPPLEMENTAL
AGREEMENTS
This
Trust Agreement may be amended or supplemented from time to time by the Master
Servicer, the Depositor, the Securities Administrator and the Trustee upon
the
same terms and conditions as the Underlying Trust Agreement may be amended
or
supplemented.
7
ARTICLE
VIII
MISCELLANEOUS
Section
8.01. Certificateholders.
The
death or incapacity of any Certificateholder shall neither operate to terminate
this Trust Agreement, nor entitle such Certificateholder’s legal representative
or heirs to claim an accounting or to take any action or proceeding in any
court
for a partition or winding-up of the affairs of the Trust Fund, nor otherwise
affect the rights, duties and obligations of any of the parties to this Trust
Agreement.
Except
as
provided in Article V and Article VII, no Certificateholder shall have any
right
to vote or in any manner otherwise control the operation and management of
the
Trust Fund or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Certificates, be construed so as
to
constitute the Certificateholders from time to time as partners or members
of an
association; nor shall any Certificateholder be under any liability to any
third
person by reason of any action taken by the parties to this Trust Agreement
pursuant to any provision hereof.
No
Certificateholder shall have any right, by virtue of any provision of this
Trust
Agreement, to institute any suit, action or proceeding in equity or at law
upon
or under or with respect to this Trust Agreement unless an Event of Default
shall have occurred and be continuing in respect of this Trust Agreement. It
is
understood and intended, and is expressly covenanted by each Certificateholder
with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatever by virtue of any
provision of this Trust Agreement to affect, disturb or prejudice the rights
of
the Holders of any other such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Trust Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of the Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section
8.02. Governing
Law.
THIS
TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
Section
8.03. Demands,
Notices and Communications.
All
formal demands, notices and communications by and among the Trustee, the
Securities Administrator, the Certificate Registrar, the Paying Agent and the
Holder of any Certificate shall be in writing and delivered in person or by
first class mail, postage prepaid to the Trustee, the Securities Administrator
or the Certificate Registrar, as applicable, at its address set forth in the
Underlying Trust Agreement, or to the Holder of any Certificate at its address
as set forth on the Certificate Register. Any notice so mailed within the time
prescribed in this Trust Agreement shall be conclusively presumed to have been
duly given whether or not the Person to whom such notice shall have been
directed receives such notice.
8
Section
8.04. Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Trust
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Trust Agreement and shall
in
no way affect the validity or enforceability of the other provisions of this
Trust Agreement or of the Certificates or the rights of the Holders
thereof.
For
federal income tax purposes, the grantor trust created hereunder shall have
a
calendar year taxable year. The Securities Administrator shall prepare or cause
to be prepared and shall file or cause to be filed with the Internal Revenue
Service and applicable state or local tax authorities, income tax information
returns for each taxable year with respect to the grantor trust.
9
IN
WITNESS WHEREOF, the parties hereto hereby execute this Trust Agreement, as
of
the day and year first above written.
U.S.
BANK
NATIONAL ASSOCIATION,
solely
in
its capacity as Trustee
By:
/s/ Xxxxxxxx X’Xxxxx
Name:
Xxxxxxxx X’Xxxxx
Title:
Vice President
XXXXX
FARGO BANK, N.A.,
in
its
capacity as Securities Administrator
and
Master Servicer
By:
/s/ Xxxxxxxx X. X. Xxxxx
Name:
Xxxxxxxx X. X. Xxxxx
Title:
Vice President
GS
MORTGAGE SECURITIES CORP.,
in
its
capacity as Depositor
By:
/s/ X. Xxxx
Name:
X.
Xxxx
Title:
Vice President
10
APPENDIX
A
AVAILABLE
COMBINATIONS
|
Exchangeable
REMIC Certificates
|
Exchange
Certificates
|
|||||
|
Collateral
Group
|
Exchangeable
REMIC
Class
|
Original
Class
Principal
or
Notional Balance(1)
|
CUSIP
Number
|
Exchangeable
Class
|
Original
Class
Principal
Balance(1)
|
CUSIP
Number
|
|
Combination
1
|
||||||
|
4
|
Class
4A-2
|
$284,736,214
|
3622X7
AG 1
|
Class
4A-1
|
$306,639,000
|
3622X7
AF 3
|
|
Class
4A-3
|
$284,736,214(2)
|
3622X7
AH 9
|
||||
|
Class
4A-4
|
$21,902,786
|
3622X7
AJ 5
|
||||
|
Combination
2
|
||||||
|
4
|
Class
4A-3
|
$284,736,214(2)
|
3622X7
AH 9
|
Class
4A-5
|
$21,902,786
|
3622X7
AK 2
|
|
Class
4A-4
|
$21,902,786
|
3622X7
AJ 5
|
||||
|
(1)
|
Exchangeable
REMIC Certificates and Exchange Certificates in any recombinations
may be
exchanged only in the proportion that the original balances of
such
certificates bear to one another as shown
above.
|
|
(2)
|
Notional
Amount.
|
I-1
EXHIBIT
I-1
FORM
OF EXCHANGE LETTER
___,
20__
Xxxxx
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx,
Xxxxxxxxx 00000,
Attention:
GSR 2006-9F
Ladies
and Gentlemen:
Pursuant
to the terms of that certain Trust Agreement dated as of October 1, 2006 (the
“Trust
Agreement”),
by
and among GS Mortgage Securities Corp., as depositor, U.S. Bank National
Association, as trustee (the “Trustee”)
and
Xxxxx Fargo Bank, N.A., as master servicer and securities administrator (in
such
capacity, the “Securities
Administrator”),
we
hereby present and surrender the Exchangeable REMIC Certificates specified
on
Schedule
I
attached
hereto (the “Exchangeable
REMIC Certificates”)
and
transfer, assign, set over and otherwise convey to the Securities Administrator,
all of our right, title and interest in and to the Exchangeable REMIC
Certificates, including all payments of interest thereon received after
[________, 20___], in exchange for the Exchange Certificates specified on
Schedule
I
attached
hereto (the “Exchange
Certificates”).
We
agree
that upon such exchange the portions of the Exchangeable REMIC Certificates
designated for exchange shall be deemed cancelled and replaced by the Exchange
Certificates issued in exchange therefor. We confirm that we have paid a fee
to
the Securities Administrator in connection with each such exchange equal to
$5,000.
I-2
Sincerely,
By:
Name:
Title:
I-3
Acknowledged
by:
XXXXX
FARGO BANK, N.A.,
as
Securities Administrator
By:
Name:
Title:
I-1
EXHIBIT
I-2
FORM
OF EXCHANGE LETTER
___,
20__
Xxxxx
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx,
Xxxxxxxxx 00000,
Attention:
GSR 2006-9F
Ladies
and Gentlemen:
Pursuant
to the terms of that certain Trust Agreement dated as of October 1, 2006 (the
“Trust
Agreement”),
by
and among GS Mortgage Securities Corp., as depositor, U.S. Bank National
Association, as trustee (the “Trustee”)
and
Xxxxx Fargo Bank, N.A., as master servicer and securities administrator (in
such
capacity, the “Securities
Administrator”),
we
hereby present and surrender the Exchange Certificates specified on Schedule
I
attached
hereto (the “Exchange
Certificates”)
and
transfer, assign, set over and otherwise convey to the Securities Administrator,
all of our right, title and interest in and to the Exchangeable REMIC
Certificates, including all payments of interest thereon received after
[________, 20___], in exchange for the Exchangeable REMIC Certificates specified
on Schedule
I
attached
hereto (the “Exchangeable
REMIC Certificates”).
We
agree
that upon such exchange the portions of the Exchange Certificates designated
for
exchange shall be deemed cancelled and replaced by the Exchangeable REMIC
Certificates issued in exchange therefor. We confirm that we have paid a fee
to
the Securities Administrator in connection with each such exchange equal to
$5,000.
I-2
Sincerely,
By:
Name:
Title:
I-3
Acknowledged
by:
XXXXX
FARGO BANK, N.A.,
as
Securities Administrator
By:
Name:
Title:
I-4
SCHEDULE
I
I-5
