Exhibit 99.1
EXECUTION COPY
AMENDMENT NO. 1 TO THE GSAA HOME EQUITY TRUST 2006-1
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ASSET-BACKED CERTIFICATES SERIES 2006-1
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MASTER SERVICING AND TRUST AGREEMENT
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This amendment (the "Amendment") to the GSAA Home Equity Trust 2006-1
Asset-Backed Certificates Series 2006-1 Master Servicing and Trust Agreement
dated January 1, 2006 (the "Master Servicing and Trust Agreement") among the
parties hereto is made and entered into as of the 24th day of March, 2006 by
the parties hereto.
WHEREAS, the parties hereto desire to amend the Master Servicing and
Trust Agreement in accordance with the provisions referenced below;
NOW, THEREFORE, in order to reflect the mutual understanding of the
parties hereto, the undersigned hereby agree and acknowledge that:
SECTION 1. Certain Defined Terms.
Capitalized terms which are used and not otherwise defined herein
shall have the respective meanings assigned to them in the Master Servicing
and Trust Agreement.
SECTION 2. Amendment of the Master Servicing and Trust Agreement.
Pursuant to Section 12.01 of the Master Servicing and Trust
Agreement, each of the parties hereto hereby agrees that:
(a) page v shall hereby be amended such that the reference "Exhibit
C-1 Form of Class R-3 Certificates" shall be added after the reference
"Exhibit C Form of Class R-1 and Class R-2 Certificates."
(b) the first paragraph of the Preliminary Statement shall be deleted
in its entirety and replaced with the following:
"The Securities Administrator on behalf of the Trust shall elect that
four segregated asset pools within the Trust Fund be treated for federal
income tax purposes as comprising four REMICs (each, a "Trust REMIC" or, in
the alternative, the "Lower-Tier REMIC", the "Middle-Tier REMIC", the
"Upper-Tier REMIC" and the "Class X 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, 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 and the Class R-3 Certificates represent ownership of the sole class of
residual interest in the Class X 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 Class X REMIC shall hold as assets the Class X
Interest and the Class UT-Swap IO Interest as set out below. 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-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-M-1, Class MT-M-2,
Class MT-M-3, Class MT-M-4, Class MT-M-5, 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."
(c) the seventh sentence of footnote 13 on page 8 shall be deleted in
its entirety and replaced with the following:
"The Class X Certificates will represent beneficial ownership of a
regular interest issued by the Class X REMIC, 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."
(d) footnote 15 on page 9 shall be deleted in its entirety and
replaced with the following:
"For each Distribution Date, 100% of the cash flow in respect of the
Class MT-Swap IO Interest."
(e) the following paragraph shall be added in its entirety after
footnote 16 on page 9:
"Class X REMIC
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The Class X REMIC shall issue the following classes of interests. The
Class X Certificates shall represent a regular interest in the Class X REMIC
and the Class R-3 Certificates shall represent the sole class of residual
interest in the Class X REMIC.
Class X REMIC
Class X REMIC Designation Interest Rate Principal Amount
------------------------- ------------- ----------------
Class X Certificates (1) (1)
Class R-3 Certificates (2) (2)
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(1) The Class X Certificates are entitled to 100% of the interest and
principal on the Class X Interest and the Class UT-Swap IO Interest,
on each Distribution Date.
(2) The Class R-3 Certificates do not have an interest rate or
principal amount."
(f) the last sentence of the second paragraph on page 10 shall be
deleted in its entirety and replaced with the following:
"It is not intended that the Class R-1, Class R-2 or Class R-3
Certificates be entitled to any cash flow pursuant to this Agreement except as
provided in Sections 4.01(a)(ii)(A)(1) and 4.01(a)(iii)(N) and (O) hereunder."
(g) the last sentence of the fourth paragraph on page 10 shall be
deleted in its entirety and replaced with the following:
"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, (b) the Class R-3 Certificates will be a 100% Percentage Interest
in such Class and (c) the Class P and Class X Certificates will be a 1%
Percentage Interest in each such Class."
(h) the definition of "Class R Certificates or Residual Certificates"
on page 10 shall be deleted in its entirety and replaced with the following:
"The Class R-1, Class R-2 and Class R-3 Certificates."
(i) the definition of "Physical Certificates" on page 11 shall be
deleted in its entirety and replaced with the following:
"The Class P, Class X and Class R-3 Certificates."
(j) Section 1.01 shall hereby be amended such that the term "Class
R-2 Certificates" shall be deleted in its entirety and replaced with the
following:
"Class R-2 Certificates: All Certificates bearing the class
designation of "Class R-2."
(k) Section 1.01 shall hereby be amended such that the term "Class
R-3 Certificates" shall be added after the definition "Class R-2
Certificates":
"Class R-3 Certificates: All Certificates bearing the class
designation of "Class R-3."
(l) Section 1.01 shall hereby be amended such that the term "Class X
Interest" shall be deleted in its entirely and replaced with the following:
"Class X Interest: The Upper-Tier Regular Interest as specified and
described in the Preliminary Statement and the related footnote thereto."
(m) Section 1.01 shall hereby be amended such that the term "Class X
REMIC" shall be added after the definition "Class X Interest":
"Class X REMIC: As defined in the Preliminary Statement."
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(n) Section 1.01 shall hereby be amended such that the term "Tax
Matters Person" shall be deleted in its entirety and replaced with the
following:
"Tax Matters Person: The Holder of the Class R-1, Class R-2 and Class
R-3 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."
(o) the last sentence of the first paragraph of Section 2.04 shall
hereby be deleted in its entirety and replaced with the following:
"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 to the Class X REMIC in respect of the Class X Interest
and from the Class X REMIC to the holders of the Class X Certificates prior to
distribution of Basis Risk Payments to the Principal Certificates."
(p) the third and fourth paragraphs of Section 3.01 shall hereby be
deleted in their entirety and replaced with the following:
"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 to the Excess Reserve Fund Account shall be
treated as distributions by the Securities Administrator from the Upper-Tier
REMIC to the Class X Interest and from the Class X REMIC to the Class X
Certificates 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 and then to the respective
Class or Classes of Principal Certificates in accordance with the priority of
payments in this Section 3.01. 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."
(q) Section 4.01(a)(iii)(O) shall be added to Section 4.01 in its
entirety:
"(O) to the Class R-3 Certificates, any remaining amount, in respect
of the Class X REMIC."
(r) the last sentence of the fourth paragraph of Section 4.05 shall
hereby be deleted in its entirety and replaced with the following:
"For federal income tax purposes, Net Swap Payment Amounts
and Swap Termination Payments payable to the Swap Provider shall be deemed to
be paid to the
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Supplemental Interest Trust first, by the Holder of the Class X Certificates
and second, other than any Defaulted Swap Termination Payment, from the
Upper-Tier REMIC by the Holders of the applicable Class or Classes of
Principal Certificates as and to the extent provided in Section 8.14."
(s) the first sentence of the fifth paragraph of Section 4.05 shall
hereby be deleted in its entirety and replaced with the following:
"Any Basis Risk Carry Forward Amounts (defined solely for this
purpose as any excess of monies received for such Distribution Date over the
REMIC Cap) 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 and (to the extent remaining after payments to the Swap
Provider) then to the respective Class or Classes of Principal Certificates."
(t) the fourth paragraph of Section 5.02(b) shall hereby be deleted
in its entirety and replaced with the following:
"The Residual Certificates may not be sold to any employee benefit
plan subject to Title I of ERISA, any plan subject to Section 4975 of the
Code, or any plan subject to any Similar Law or any person investing on behalf
of or with plan assets of such plan."
(u) the first sentence of the second paragraph of Section 8.12 shall
hereby be deleted in its entirety and replaced with the following:
"The Holder of the largest Percentage Interest of the Class R-1,
Class R-2 and Class R-3 Certificates shall act as Tax Matters Person for the
Lower-Tier REMIC and the Middle-Tier REMIC, the Upper-Tier REMIC, and the
Class X REMIC, respectively, within the meaning of Treasury Regulations
Section 1.860F-4(d), and the Securities Administrator is hereby designated as
agent of such Certificateholder for such purpose (or if the Securities
Administrator is not so permitted, such Holder shall be the Tax Matters Person
in accordance with the REMIC Provisions)."
(v) the third sentence of the first paragraph of Section 8.14 shall
hereby be deleted in its entirety and replaced with the following:
"Accordingly, each Class of Principal Certificates will comprise two
components--a regular interest in the Upper-Tier REMIC and an interest in an
interest rate cap contract, and the Class X Certificates will be comprised of
four components--a regular interest in the Class X REMIC, an interest in the
Interest Rate Swap Agreement, the Supplemental Interest Trust and the Excess
Reserve Fund Account subject to the obligation to pay Basis Risk Xxxx Forward
Amounts, Net Swap Payment Amounts and Swap Termination Payments."
(w) an Exhibit C-1 (attached hereto as Exhibit A in its entirety)
shall be added after Exhibit C.
(x) the first sentence of the first paragraph of Exhibit G shall
hereby be deleted in its entirety and replaced with the following:
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"The undersigned is an officer of ___________________, the proposed
Transferee of an Ownership Interest in a Class [R-1][R-2][R-3] Certificate
(the "Certificate") issued pursuant to the Master Servicing and Trust
Agreement (the "Agreement"), among GS Mortgage Securities Corp., as depositor
(the "Depositor"), U.S. Bank National Association, as trustee (the "Trustee"),
JPMorgan Chase Bank, as Master Servicer (in such capacity, the "Master
Servicer") and Securities Administrator (in such capacity, the "Securities
Administrator"), Deutsche Bank National Trust Company, as a custodian and
JPMorgan Chase Bank, National Association, as a custodian."
SECTION 3. Conditions Precedent.
The effectiveness of this Amendment is subject to the fulfillment of
each of the following conditions:
(a) Prior written notice to the Rating Agencies (with copy of
such notice to the Trustee and the Master Servicer) of the
proposed amendment to the Master Servicing and Trust
Agreement; and
(b) An Opinion of Counsel, delivered to the Trustee and Master
Servicer pursuant to the last sentence of the first
paragraph and the third paragraph of Section 12.01.
SECTION 4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
SECTION 5. Counterparts.
This Amendment may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original, and all of which taken together
shall constitute one and the same agreement.
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AS WITNESS the hands of the duly authorized representatives of the
parties hereto the day and year first before written.
GS MORTGAGE SECURITIES CORP., as Depositor
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Title: Vice President
U.S. BANK NATIONAL
ASSOCIATION, solely as
Trustee and not in its
individual capacity
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Vice President
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Master Servicer and Securities
Administrator
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as a Custodian
By: /s/ Xxxxxx Xxxx
---------------------------------
Name: Xxxxxx Xxxx
Title: Associate
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Amendment No. 1 to the GSAA 2006-1 MSTA
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as a Custodian
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
Amendment No. 1 to the GSAA 2006-1 MSTA
EXHIBIT A
EXHIBIT C-1
FORM OF CLASS R-3 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A
TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN
SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF
SUCH A PLAN, OR AN OPINION OF COUNSEL AS DESCRIBED IN THE AGREEMENT. IN THE
EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER
TO A PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO
SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN
OR ARRANGEMENT WITHOUT AN OPINION OF COUNSEL AS DESCRIBED IN THE AGREEMENT,
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.
Certificate No. : [R-3]
Cut-off Date : January 1, 2006
First Distribution Date :
Percentage Interest of this
Certificate ("Denomination"): : 100%
CUSIP :
ISIN :
GS MORTGAGE SECURITIES CORP.
GSAA Home Equity Trust 2006-1
Asset-Backed Certificates, Series 2006-1
Class [R-3]
evidencing a percentage interest in the
distributions allocable to the Certificates of the
above-referenced Class.
Distributions in respect of this Certificate is distributable monthly
as set forth herein. This Class R-3 Certificate has no Certificate Balance and
is not entitled to distributions in respect of principal or interest. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Master Servicer, the Securities Administrator
or the Trustee referred to below or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality.
This certifies that [____________] is the registered owner of the
Percentage Interest specified above of any monthly distributions due to the
Class [R-3] Certificates pursuant to a Master Servicing and Trust Agreement
dated as of the Cut-off Date specified above (the "Agreement") among GS
Mortgage Securities Corp., as depositor (the "Depositor"), U.S. Bank National
Association, as trustee (the "Trustee"), JPMorgan Chase Bank, National
Association, as Master Servicer (in such capacity, the "Master Servicer") and
Securities Administrator (in such capacity, the "Securities Administrator"),
Deutsche Bank National Trust Company, as a custodian and JPMorgan Chase Bank,
National Association, as a custodian. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class [R-3]
Certificate at the office designated by the Securities Administrator for such
purposes.
No transfer of a Class [R-3] Certificate shall be made unless the
Securities Administrator shall have received a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Securities Administrator, to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section
406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a
plan subject to Similar Law, or a person acting on behalf of any such plan or
arrangement or using the assets of any such plan or arrangement to effect such
transfer, which representation letter shall not be an expense of the
Securities Administrator or the Trust Fund, or, alternatively, an opinion of
counsel as described in the Agreement. In the event that such representation
is violated, or any attempt is made to transfer to a plan or arrangement
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code
or a plan subject to Similar Law, or a person acting on behalf of any such
plan or arrangement or using the assets of any such plan or arrangement,
without an opinion
of counsel as described in the Agreement, such attempted transfer or
acquisition shall be void and of no effect.
Each Holder of this Class [R-3] Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class [R-3]
Certificate to have agreed to be bound by the following provisions, and the
rights of each Person acquiring any Ownership Interest in this Class
[R-3]Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring any Ownership Interest in this Class [R-3]
Certificate shall be a Permitted Transferee and shall promptly notify the
Securities Administrator of any change or impending change in its status as a
Permitted Transferee, (ii) no Ownership Interest in this Class [R-3]
Certificate may be registered on the Closing Date or thereafter transferred,
and the Securities Administrator shall not register the Transfer of this
Certificate unless, in addition to the certificates required to be delivered
to the Securities Administrator under Section 5.02 of the Agreement, the
Securities Administrator shall have been furnished with a Transfer Affidavit
of the initial owner or the proposed transferee in the form attached as
Exhibit G to the Agreement, (iii) each Person holding or acquiring any
Ownership Interest in this Class [R-3]Certificate shall agree (A) to obtain a
Transfer Affidavit from any other Person to whom such Person attempts to
Transfer its Ownership Interest this Class [R-3]Certificate, (B) to obtain a
Transfer Affidavit from any Person for whom such Person is acting as nominee,
trustee or agent in connection with any Transfer of this Class [R-3]
Certificate, (C) not to cause income with respect to the Class [R-3]
Certificate to be 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 and (D) not to Transfer the Ownership Interest in this
Class [R-3] Certificate or to cause the Transfer of the Ownership Interest in
this Class [R-3] Certificate to any other Person if it has actual knowledge
that such Person is not a Permitted Transferee and (iv) any attempted or
purported Transfer of the Ownership Interest in this Class [R-3] Certificate
in violation of the provisions herein shall be absolutely null and void and
shall vest no rights in the purported Transferee.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Securities Administrator.
IN WITNESS WHEREOF, the Securities Administrator has caused
this Certificate to be duly executed.
Dated:
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, not in its individual
capacity, but solely as Securities
Administrator
By: ________________________________
Authenticated:
By: ____________________________________
Authorized Signatory of
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Securities Administrator
GS MORTGAGE SECURITIES CORP.
GSAA Home Equity Trust 2006-1
Asset-Backed Certificates
This Certificate is one of a duly authorized issue of
Certificates designated as GSAA Home Equity Trust 2006-1 Asset-Backed
Certificates, of the Series specified on the face hereof (herein collectively
called the "Certificates"), and representing a beneficial ownership interest
in the Trust Fund created by the Agreement.
The Certificateholder, by its acceptance of this
Certificate, agrees that it will look solely to the funds on deposit in the
Distribution Account for payment hereunder and that the Trustee is not liable
to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Trustee and the other parties to the
Agreement.
Pursuant to the terms of the Agreement, a distribution will
be made on the 25th day of each month or, if such day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing
on the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
for each Distribution Date is the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs.
Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at
a bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have so notified the Securities Administrator in
writing at least five Business Days prior to the related Record Date and such
Certificateholder shall satisfy the conditions to receive such form of payment
set forth in the Agreement, or, if not, by check mailed by first class mail to
the address of such Certificateholder appearing in the Certificate Register.
The final distribution on each Certificate will be made in like manner, but
only upon presentment and surrender of such Certificate at the office
designated by the Securities Administrator for such purposes, or such other
location specified in the notice to Certificateholders of such final
distribution.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Trustee and the other parties to
the Agreement with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Securities Administrator upon surrender of
this Certificate for registration of transfer at the office designated by the
Securities Administrator for such purposes, accompanied by a written
instrument of transfer in form satisfactory to the Securities Administrator
duly executed by the holder hereof or such holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust Fund will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Securities Administrator may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Trustee, the Depositor, the Securities Administrator and
any agent of the Trustee, the Depositor or the Securities Administrator may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Trustee or Securities
Administrator, nor any such agent shall be affected by any notice to the
contrary.
On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the
Cut-off Date Pool Principal Balance, the Person specified in Section 11.01 of
the Agreement will have the option to repurchase, in whole, from the Trust
Fund all remaining Mortgage Loans and all property acquired in respect of the
Mortgage Loans at a purchase price determined and in the manner as provided in
the Agreement. The obligations and responsibilities created by the Agreement
will terminate as provided in Section 11.01 of the Agreement.
Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
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FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto ______________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and
hereby authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Securities Administrator to issue
a new Certificate of a like denomination and Class, to the above named
assignee and deliver such Certificate to the following address:
_____________________________________________________________________________.
Dated:
__________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ________________________________________,
__________________________________________________________________________,
for the account of _______________________________________________________,
account number ______, or, if mailed by check, to ________________________,
Applicable statements should be mailed to ________________________________,
__________________________________________________________________________.
This information is provided by ______________________________________________,
the assignee named above, or _________________________________________________,
as its agent.
