GSR MORTGAGE LOAN TRUST 2007-5F MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-5F MASTER SERVICING and TRUST AGREEMENT among GS MORTGAGE SECURITIES CORP., as Depositor U.S. BANK NATIONAL ASSOCIATION, as Trustee and as a Custodian WELLS FARGO BANK,...
EXECUTION
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2007-5F
MASTER
SERVICING
and
among
GS
MORTGAGE SECURITIES CORP.,
as
Depositor
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee and as a Custodian
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Master Servicer and Securities Administrator
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
a Custodian
Dated
as of
December
1, 2007
TABLE
OF CONTENTS
Page
ARTICLE
I. DEFINITIONS
|
1
|
|
Section
1.01.
|
Standard
Terms.
|
1
|
Section
1.02.
|
Defined
Terms.
|
2
|
ARTICLE
II. FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
|
14
|
|
Section
2.01.
|
Conveyance
to the Trustee.
|
14
|
Section
2.02.
|
Acceptance
by the Trustee and Securities Administrator.
|
15
|
Section
2.03.
|
REMIC
Elections and REMIC Interests Designations.
|
16
|
ARTICLE
III. REMITTING TO CERTIFICATEHOLDERS
|
17
|
|
Section
3.01.
|
Distributions
to Certificateholders.
|
17
|
Section
3.02.
|
Allocation
of Realized Losses and Shortfalls.
|
19
|
ARTICLE
IV. THE SECURITIES
|
20
|
|
Section
4.01.
|
The
Certificates.
|
20
|
Section
4.02.
|
Denominations.
|
20
|
Section
4.03.
|
Redemption
of Certificates.
|
21
|
Section
4.04.
|
Securities
Laws Restrictions.
|
21
|
ARTICLE
V. MISCELLANEOUS PROVISIONS
|
22
|
|
Section
5.01.
|
Request
for Opinions.
|
22
|
Section
5.02.
|
Schedules
and Exhibits.
|
22
|
Section
5.03.
|
Governing
Law.
|
22
|
Section
5.04.
|
Counterparts.
|
22
|
Section
5.05.
|
Notices.
|
22
|
i
SCHEDULES
AND EXHIBITS
Schedule
I
|
Mortgage
Loans
|
Schedule
II
|
[Reserved]
|
Schedule
III
|
[Reserved]
|
Exhibit
A
|
Forms
of Certificates
|
ii
MASTER
SERVICING AND TRUST AGREEMENT
THIS
MASTER SERVICING AND TRUST AGREEMENT (this “Trust
Agreement”),
dated
as of December 1, 2007, is hereby executed by and among GS MORTGAGE SECURITIES
CORP., a Delaware corporation (the “Depositor”),
U.S.
BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”)
and as
a custodian, DEUTSCHE BANK NATIONAL TRUST COMPANY, as a custodian (together
with
U.S. Bank National Association in its capacity as a custodian, the “Custodians”)
and
XXXXX FARGO BANK, N.A., as securities administrator (in such capacity, the
“Securities
Administrator”)
and
master servicer (in such capacity, the “Master
Servicer”).
All
of the provisions of the Standard Terms to Master Servicing and Trust Agreement
(December 2007 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.
The
Board
of Directors of the Depositor has duly authorized the formation of GSR Mortgage
Loan Trust 2007-5F as a trust (the “Trust”)
to
issue a series of securities with an aggregate initial outstanding principal
balance of $723,453,809 to be known as the Mortgage Pass-Through Certificates,
Series 2007-5F (the “Certificates”).
The
Trust is formed by this Trust Agreement. The Certificates in the aggregate
evidence the entire beneficial ownership in the Trust. The Certificates consist
of the Classes set forth herein.
Pursuant
to Section 12.01 of the Standard Terms, the Securities Administrator, on
behalf
of the Trustee, shall make an election to treat all of the Trust Estate as
two
real estate mortgage investment conduits (each, a “REMIC”
and,
individually, “REMIC
I”
and
“REMIC
II”)
for
federal income tax purposes. The “startup day” of each REMIC for purposes of the
REMIC Provisions is the Closing Date.
For
purposes of naming the REMIC Interests and the Certificates, the letter (“A,”
“M” or “B”), refers to the status of the interest (“A” for senior or “M” or “B”
for subordinate) and the final character or characters (“1,” “2,” “3,” “4,” “5,”
“6,” “R” or “RC”) refers to the specific Class.
ARTICLE
I.
Section
1.01. Standard
Terms.
The
Depositor, the Trustee, the Securities Administrator, the Custodians and
the
Master Servicer acknowledge that the Standard Terms prescribe certain
obligations of each such entity with respect to the Certificates. The Depositor,
the Trustee, the Securities Administrator, the Custodians and the Master
Servicer agree to observe and perform such prescribed duties, responsibilities
and obligations, pursuant to the terms and conditions thereof and of this
Trust
Agreement, except to the extent inconsistent with the provisions of this
Trust
Agreement, the Standard Terms are and shall be a part of this Trust Agreement
to
the same extent as if set forth herein in full.
Section
1.02. Defined
Terms.
Capitalized
terms used but not defined herein shall have the respective meanings assigned
to
them in Section 1.01 of the Standard Terms or in the applicable Sale and
Servicing Agreement. In the event of a conflict between the Standard Terms
and
the applicable Sale and Servicing Agreement, such Sale and Servicing Agreement
shall govern. In the event of a conflict between the Standard Terms and this
Trust Agreement, this Trust Agreement shall govern. In addition, the following
provisions shall govern the defined terms set forth below for this Trust
Agreement:
“60+
Day Delinquent Mortgage Loan”
means,
(a) each Mortgage Loan with respect to which any portion of a scheduled payment
is, as of the last day of the prior Due Period, two (2) months or more past
due
(without giving effect to any grace period), (b) each Mortgage Loan in
foreclosure, (c) all REO Property, (d) each Mortgage Loan for which the related
mortgagor has filed for bankruptcy, (e) all Mortgage Loans repurchased within
twelve (12) months prior to the related Distribution Date and (f) any Mortgage
Loan that has been modified during the preceding twelve-month
period.
“Accrued
Certificate Interest”:
Interest to be distributed to each Class of Certificates entitled to interest
on
any Distribution Date consisting of the sum of (i) interest accrued during
the
related Interest Accrual Period at the applicable Certificate Rate for such
Class of Certificates on the Certificate Balance of such Class of Certificates
immediately preceding such Distribution Date and (ii) accrued but unpaid
Accrued
Certificate Interest from prior Distribution Dates (on a cumulative basis,
but
without interest on such unpaid Accrued Certificate Interest) as reduced
by such
Class’s share of the amount of any reduction of interest collectible on any
related Mortgage Loan as a result of the application of the Servicemembers
Civil
Relief Act, as amended, and any comparable state or local laws.
“Aggregate
Subordinate Percentage”:
At any
time, the sum of the Class Principal Balances of the Subordinate Certificates
divided by the sum of the outstanding principal balances for all the Mortgage
Loans.
“Assignment
Agreements”: (i)
the
Assignment, Assumption and Recognition Agreement dated as of December 1,
2007,
by and among GSMC, the Depositor and Avelo, as servicer, (ii) the Assignment,
Assumption and Recognition Agreement dated as of December 1, 2007, by and
among
the Depositor, Avelo and the Trustee, and as acknowledged by the Master
Servicer, (iii) the Assignment, Assumption and Recognition Agreement dated
as of
December 1, 2007, by and among GSMC, the Depositor and Countrywide Servicing,
as
servicer, (iv) the Assignment, Assumption and Recognition Agreement dated
as of
December 1, 2007, by and among the Depositor, the Trustee and Countrywide
Servicing, as servicer, and as acknowledged by the Master Servicer, (v) the
Assignment, Assumption and Recognition Agreement dated as of December 1,
2007,
by and among GSMC, the Depositor and National City, as servicer, (vi) the
Assignment, Assumption and Recognition Agreement dated as of December 1,
2007,
among the Depositor, the Trustee and National City, as servicer, and as
acknowledged by the Master Servicer, (vii) the Assignment, Assumption and
Recognition Agreement dated as of December 1, 2007, by and among GSMC, the
Depositor and SunTrust, as servicer, (viii) the Assignment, Assumption and
Recognition Agreement dated as of December 1, 2007, among the Depositor,
the
Trustee and SunTrust, as servicer, and as acknowledged by the Master Servicer,
(ix) the Assignment, Assumption and Recognition Agreement dated as of December
1, 2007, by and among GSMC, the Depositor and Xxxxx Fargo, as servicer, and
(x)
the Assignment, Assumption and Recognition Agreement dated as of December
1,
2007, among the Depositor, the Trustee and Xxxxx Fargo, as servicer, and
as
acknowledged by the Master Servicer.
2
“Available
Distribution Amount”:
For
any Distribution Date, the sum of the following amounts:
(i) the
total
amount of all cash received from or on behalf of the Mortgagors or advanced
by
the Servicer (or the Master Servicer in the event the Servicer fails to make
such required advances, or by the Trustee in the event the Master Servicer
fails
to make any such required advances, in each case pursuant to Section 3.05
of the
Standard Terms) on the Mortgage Loans and not previously distributed (including
Monthly Advances made by the Servicer (or by the Master Servicer in the event
the Servicer fails to make such required advances, or by the Trustee in the
event the Master Servicer fails to make any such required advances, in each
case
pursuant to Section 3.05 of the Standard Terms)), Compensating Interest Payments
made by the Servicer (or the Master Servicer or other successor servicer,
as the
case may be) and proceeds of Mortgage Loans that are liquidated,
except:
(a) all
Scheduled Payments collected but due on a Due Date after such Distribution
Date;
(b) all
Curtailments received after the previous calendar month, unless the related
Sale
and Servicing Agreement specifies that such amounts shall be remitted by
the
related Remittance Date;
(c) all
Payoffs received after the previous calendar month (together with each interest
payment received with such Payoffs to the extent that it represents the payment
of interest accrued on the Mortgage Loans for the period after the previous
calendar month), unless the related Sale and Servicing Agreement specifies
that
such amounts shall be remitted by the related Remittance Date;
(d) Liquidation
Proceeds, Condemnation Proceeds and Insurance Proceeds received on the Mortgage
Loans after the previous calendar month;
3
(e) all
amounts in the Certificate Account from Mortgage Loans that are then due
and
payable to the Servicer under the related Sale and Servicing
Agreement;
(f) the
Servicing Fee and the Master Servicing Fee for each Mortgage Loan, net of
any
amounts payable as compensating interest by the applicable Servicer on that
Distribution Date;
(g) any
amounts payable in respect of any primary mortgage insurance
policy;
(h) all
related indemnification amounts and other related amounts reimbursable on
such
Distribution Date to the Securities Administrator, the Trustee, each Custodian
or the Master Servicer; and
(i) all
expenses of the Trust Estate paid after the immediately preceding Distribution
Date;
(ii) the
total
amount of any cash received by the Securities Administrator or the applicable
Servicer (or the Master Servicer) from the repurchase by the applicable Loan
Seller of any Mortgage Loans as a result of defective documentation or breach
of
representations and warranties; provided that the obligation to repurchase
arose
before the related Due Date and; provided further that the Available
Distribution Amount for REMIC II shall be the amounts distributed by REMIC
I.
“Avelo”:
Avelo
Mortgage, L.L.C.
“Bank
of America”:
Bank
of America, National Association.
“Book-Entry
Certificates”:
The
Senior Certificates and the Subordinate Certificates.
“Certificate
Account Property”:
The
Certificate Account, all amounts, investments and other property held from
time
to time in the Certificate Account, and all proceeds of the
foregoing.
“Certificate
Balance”:
As to
any Class of Certificates or Interests as of the close of business on each
Distribution Date, the initial Certificate Balance thereof (as shown on the
charts in Section 2.03) (a) reduced by (i) all principal payments previously
distributed to such Class and (ii) all Realized Losses previously allocated
to
such Class and (b) increased, in the case of any Class of Certificates with
respect to which the Certificate Balance thereof has been reduced by any
Realized Loss, by the amount of any Subsequent Recoveries allocated to such
Class in accordance with Section 3.02(e).
“Certificate
Rate”:
With
respect to each Class of Certificates on any Distribution Date, the percentage
per annum or other entitlement to interest described in Section 2.03. With
respect to each REMIC Interest on any Distribution Date, the Certificate
Rates
described in Section 2.03.
4
“Certificates”:
The
Class A-1, Class A-2, Class M-1, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6, Class RC and Class R Certificates.
“Class”:
Each
Class of Certificates or REMIC Interests.
“Class
A Certificates”:
The
Class A-1 and Class A-2 Certificates.
“Class
B Certificates”:
The
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates.
“Class
M Certificates”:
The
Class M-1 Certificates.
“Class
Principal Balance”:
As to
any Class of Certificates on each Distribution Date, the total Certificate
Balance of all Certificates of such Class on that Distribution
Date.
“Closing
Date”:
December 28, 2007.
“Conduit
Program”:
GSMC’s
mortgage conduit program, through which mortgage loans are acquired from
time to
time from various banks, savings and loan associations, mortgage bankers
and
other mortgage loan originators and purchasers of mortgage loans in the
secondary market.
“Corresponding
Class”:
For
each Class of REMIC Interests or Certificates, the Class or Classes indicated
as
such in the tables set forth in Section 2.03.
“Countrywide”:
Countrywide Home Loans, Inc., or any successor in interest.
“Countrywide
Servicing”:
Countrywide Home Loans Servicing LP, or any successor in interest.
“Credit
Support Depletion Date”:
The
first Distribution Date (if any) on which the aggregate Certificate Balance
of
the Subordinate Certificates has been or shall be reduced to zero.
“Current
Shortfall”:
Any
amount included in the Principal Distribution Amount for which cash is not
available to make distributions as a result of the Servicer’s decision not to
Advance a delinquent payment, other than a Realized Loss.
“Custodian”:
As
defined in the Preliminary Statement.
“Custodial
Agreement”:
The
Master Custodial Agreement, dated as of December 1, 2007 among GSMC, the
Custodians, the Servicers, the Master Servicer and the Securities Administrator.
“Cut-Off
Date”:
December 1, 2007.
“Data
Collection Schedule”:
As
defined in the Custodial Agreement.
5
“Depositor”:
GS
Mortgage Securities Corp., in its capacity as depositor under this Trust
Agreement.
“Deutsche
Bank”:
Deutsche Bank National Trust Company, or any successor in interest.
“Distribution
Date”:
The
25th day of each month, or if such day is not a Business Day, the next Business
Day following such day. The first Distribution Date shall be January 25,
2008.
“Due
Date”:
For
any Mortgage Loan, the first day in each calendar month.
“Due
Period”:
For
any Distribution Date, the period beginning on the second day of the month
immediately preceding the month in which such Distribution Date occurs and
ending on the first day of the month in which such Distribution Date
occurs.
“Fair
Market Value Excess”:
An
amount equal to the excess, if any, of the amount in clause (y) of the
definition of “Termination Price,” over the amount in clause (x) of the
definition of “Termination Price.”
“Fitch”:
Fitch
Ratings, or any successor in interest.
“GSMC”:
Xxxxxxx Xxxxx Mortgage Company, or any successor in interest.
“Interest
Accrual Period”:
For
any Distribution Date (other than the first Distribution Date) and any regular
interest in any REMIC created hereby or any Class of Certificates entitled
to
interest, the calendar month immediately preceding the calendar month in
which
such Distribution Date occurs (assuming a 30-day month). For the first
Distribution Date and any regular interest in any REMIC created hereby or
any
Class of Certificates entitled to interest, interest will accrue from December
1, 2007.
“Interests”:
Each
Class of REMIC Interests.
“Junior
Subordinate Certificates”:
The
Class B-4, Class B-5 and Class B-6 Certificates.
“Liquidation
Principal”:
For
any Distribution Date, the principal portion of Liquidation Proceeds received
from each Mortgage Loan that became a Liquidated Mortgage Loan during the
calendar month preceding the month of such Distribution Date.
“Loan
Seller”:
Each
of National City, SunTrust, WaMu and Xxxxx Fargo.
“Master
Servicer”:
Xxxxx
Fargo Bank, N.A., in its capacity as Master Servicer, or any successor master
servicer.
“Master
Servicing Fee”:
With
respect to any Distribution Date, all income and gain realized from the
investment of funds in the Master Servicer Account during the Master Servicer
Float Period relating to such Distribution Date, or with respect to a successor
master servicer, the compensation agreed upon by the Trustee and such successor
master servicer in accordance with the terms of this Trust Agreement.
6
“Moody’s”:
Xxxxx’x Investors Service, Inc., or any successor in interest.
“Mortgage
Loans”:
The
mortgage loans identified on Schedule I hereto.
“National
City”:
National City Mortgage Co., or any successor in interest.
“Net
Rate”:
With
respect to each Mortgage Loan, the Note Rate of such Mortgage Loan reduced
by
the Servicing Fee Rate and the rate on any lender paid primary mortgage
insurance for such Mortgage Loan.
“Net
WAC”:
As of
any Distribution Date will equal the weighted average of the Net Rates of
the
Mortgage Loans as of the Due Date of the calendar month immediately preceding
the calendar month of such Distribution Date, weighted on the basis of their
principal balances and excluding any principal balance that was prepaid after
such Due Date and distributed in such immediately preceding calendar
month.
“Note
Rate”:
For
each Mortgage Loan, the rate at which the related promissory note accrues
interest. For purposes of calculating the Certificate Rates on the Interests
and
Certificates, the Note Rate of a Mortgage Loan shall be calculated without
regard to any modification, waiver or amendment of the interest rate of the
Mortgage Loan, whether agreed to by the Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the related Mortgagor.
“P&I
Certificates”:
All
Classes of Certificates
other
than the Residual
Certificates.
“Prepayment
Period”:
With
respect to each Distribution Date and each Mortgage Loan serviced by Countrywide
Servicing, National City and SunTrust, the calendar month preceding the month
in
which such Distribution Date occurs. With respect to each Distribution Date
and each Mortgage Loan serviced by Xxxxx Fargo, a.) the period
commencing on the 14th day of the month preceding the month in which such
Distribution Date occurs and ending on the 13th day of the month in which
such
Distribution Date occurs or b.) the calendar month preceding the month in
which
such Distribution Date occurs, as specified in Exhibit 1 to the related
Assignment Agreement. With respect to each Distribution Date and each
Mortgage Loan serviced by Avelo, the period commencing on the 16th day of
the
month preceding the month in which such Distribution Date occurs and ending
on
the 15th day of the month in which such Distribution Date occurs. In the
case of
the first Distribution Date, the Prepayment Period commences on the Cut-Off
Date.
“Principal
Distribution Amount”:
For
any Distribution Date, the sum of:
(1) the
Principal Payment Amount;
(2) the
Principal Prepayment Amount; and
(3) the
Liquidation Principal derived from such Mortgage Loan.
“Principal
Payment Amount”:
For
any Distribution Date and each Mortgage Loan, the sum of the following
amounts:
7
(a) the
principal portion of Scheduled Payments on such Mortgage Loan due on the
related
Due Date and received or advanced during the related Due Period;
(b) the
principal portion of repurchase proceeds received on such Mortgage Loan for
which an obligation or opportunity to repurchase such Mortgage Loan as permitted
or required by this Trust Agreement arose during or before the related Due
Period during the calendar month preceding the month of such Distribution
Date;
and
(c) any
other
unscheduled payments of principal which were received on such Mortgage Loan
during the period beginning on and including the second day of the preceding
calendar month and ending on and including the first day of the current calendar
month, other than Payoffs, Curtailments, or Liquidation Principal.
“Principal
Prepayment Amount”:
For
any Distribution Date and each Mortgage Loan, the sum of all Payoffs and
Curtailments for such Mortgage Loan that were received during the related
Prepayment Period (as
specified in the related Sale and Servicing Agreement).
“Private
Certificates”:
The
Junior Subordinate Certificates.
“Qualified
Institutional Buyer”:
Any
“qualified institutional buyer” as defined in clause 7(a) of Rule 144A
promulgated under the Securities Act.
“Rating
Agency”:
Each
of Fitch and S&P.
“Record
Date”:
For
each Class of Certificates, the last Business Day of the related Interest
Accrual Period.
“REMIC”:
As
specified in the preliminary statement.
“REMIC
I”:
One of
the real estate mortgage investment conduits created hereunder, which consists
of the Mortgage Loans and the REMIC I Distribution Account.
“REMIC
I Regular Interests”:
The
regular interests issued by REMIC I as specified in Section 2.03.
“REMIC
II”:
One of
the real estate mortgage investment conduits created hereunder, which consists
of the REMIC II Distribution Account.
“REMIC
II Regular Interests”:
The
regular interests issued by XXXXX XX as specified in Section 2.03.
“REMIC
Class”
or
“REMIC
Certificate”:
Each
Class of Certificates or Certificate, as applicable, issued by REMIC II pursuant
to Section 2.03 and the Class RC and Class R Certificates.
“REMIC
Interests”:
Each
Class of REMIC interests issued pursuant to Section 2.03.
8
“Remittance
Date”:
For
each Mortgage Loan and any Distribution Date, as set forth in the related
Sale
and Servicing Agreement.
“Residual
Certificates”:
The
Class RC and Class R Certificates.
“Rule
144A Certificates”:
The
Junior Subordinate Certificates.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc.
“Sale
and Servicing Agreement”:
each
of the (i) Flow Servicing Agreement dated as of January 1, 2006, by
and
between GSMC and Avelo, as servicer, (ii)
Transfer and Purchase Agreement dated as of December 28, 2004, among Xxxxx
Fargo, as successor in interest to Xxxxxx Mortgage Company as master servicer,
Countrywide Home Loans, Inc. and GSMC, (iii) Confirmation Agreement dated
as of
March 1, 2005 between Countrywide Servicing and GSMC, (iv) Servicing Agreement
dated as of July 1, 2004, between GSMC, as owner, and Countrywide Servicing,
as
servicer, as amended by Amendment Reg AB, dated as of January 1, 2006 by
and
between GSMC and Countrywide Home Loans, Inc.; (v) Third Amended and Restated
Flow Seller’s Warranties and Servicing Agreement dated as of September 1, 2007,
between GSMC and National City (vi) Amended and Restated Flow Seller’s
Warranties and Servicing Agreement, dated as of December 1, 2005, as amended
by
Amendment No. 1, dated as of July 1, 2006 between GSMC and SunTrust; (vii)
Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated
as of December 1, 2005, between Bank of America and Xxxxx Fargo; (viii) Amended
and Restated Master Mortgage Loan Purchase Agreement, dated as of December
1,
2005, between Bank of America and Xxxxx Fargo; (ix) Assignment and Conveyance
Agreement dated December 15, 2005, between Bank of America and Xxxxx Fargo;
(x)
Second Amended and Restated Master Seller’s Warranties and Servicing Agreement
dated as of May 1, 2006, between Bank of America and Xxxxx Fargo; (xi)
Assignment and Conveyance Agreement dated May 24, 2006, between Bank of America
and Xxxxx Fargo; (xii) Assignment and Conveyance Agreement dated July 25,
2006,
between Bank of America and Xxxxx Fargo; (xiii) Mortgage Loan Purchase Agreement
dated as of July 1, 2006, between Bank of America and DLJ Mortgage Capital,
Inc.; (xiv) Assignment Assumption and Recognition Agreement dates as of February
26, 2007, among Bank of America, Xxxxx Fargo and GSMC; (xv) Assignment
Assumption and Recognition Agreement dates as of February 26, 2007, among
Bank
of America, DLJ Mortgage Capital, Inc., Xxxxx Fargo and GSMC; and (xvi) Second
Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated
as of November 1, 2005, between GSMC and Xxxxx Fargo.
“Scheduled
Final Distribution Date”:
For
each Class of Certificates, the respective dates specified in Section
2.03(e).
“Scheduled
Payments”:
With
respect to any Mortgage Loan, the monthly payments of principal and interest
payable by the related Mortgagor pursuant to the related amortization
schedule.
9
“Scheduled
Principal Amount”:
With
respect to any Distribution Date, an amount equal to the amount described
in
clause (i) of the definition of Senior Principal Distribution
Amount.
“Securities
Administrator”:
Xxxxx
Fargo Bank, N.A. in its capacity as Securities Administrator under this Trust
Agreement, or any successor securities administrator.
“Senior
Certificates”:
The
Class A Certificates.
“Senior
Interests”:
All of
the REMIC M-T Regular Interests except those corresponding to a Class B
Certificate.
“Senior
Liquidation Amount”:
For
any Distribution Date and each Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of such Distribution Date,
the lesser of (i) the related Senior Percentage of the Scheduled Principal
Balance of such Mortgage Loan and (ii) the Senior Prepayment Percentage of
the
Liquidation Principal derived from such Mortgage Loan.
“Senior
Percentage”:
For
(i) the Closing Date, will equal 96.10% and (ii) for any Distribution Date
thereafter will be a fraction expressed as a percentage, the numerator of
which
is (a) the sum of the Certificate Balances of the Senior Certificates
immediately preceding such Distribution Date and the denominator of which
is (b)
the sum of the total outstanding principal balance of the Mortgage Loans
immediately preceding such Distribution Date.
“Senior Prepayment Percentage”:
For (i)
any Distribution Date occurring before the Distribution Date in January 2013,
100%; (ii) on any other Distribution Date on which the Senior Percentage
for
such Distribution Date exceeds the initial Senior Percentage as of the Cut-Off
Date, 100%; and (iii) on any other Distribution Date in the month of January
2013 and thereafter, 100%, unless:
(a) the
outstanding aggregate Scheduled Principal Balances of 60+ Day Delinquent
Mortgage Loans (averaged over the preceding six-month period), as a percentage
of the aggregate Class Principal Balance of the Subordinate Certificates
immediately prior to that Distribution Date, does not equal or exceed 50%,
and
(b) the
cumulative Realized Losses on the Mortgage Loans, commencing with the following
Distribution Dates do not exceed the following percentages of the aggregate
Class Principal Balance of the Subordinate Certificates as of the Closing
Date
(“Original
Subordinate Principal Balance”):
Distribution
Dates
|
Percentage
of the Original Subordinate
Principal
Balance
|
Distribution
Date on the fifth anniversary of the first Distribution
Date
|
30%
|
Distribution
Date on the sixth anniversary of the first Distribution
Date
|
35%
|
Distribution
Date on the seventh anniversary of the first Distribution
Date
|
40%
|
Distribution
Date on the eighth anniversary of the first Distribution
Date
|
45%
|
Distribution
Date on the ninth anniversary of the first Distribution
Date
|
50%
|
10
in
which
case, the Senior Prepayment Percentage for will be calculated as
follows:
• for
any
Distribution Date occurring in January 2013 through December 2013, the Senior
Percentage for that Distribution Date plus 70% of the Subordinate Percentage
for
that Distribution Date;
• for
any
Distribution Date occurring in January 2014 through December 2014, the Senior
Percentage for that Distribution Date plus 60% of the Subordinate Percentage
for
that Distribution Date;
• for
any
Distribution Date occurring January 2015 through December 2015, the Senior
Percentage for that Distribution Date plus 40% of the Subordinate Percentage
for
that Distribution Date;
• for
any
Distribution Date occurring in January 2016 through December 2016, the Senior
Percentage for that Distribution Date plus 20% of the Subordinate Percentage
for
that Distribution Date;
• for
any
Distribution Date occurring in or after January 2017 (other than the final
Distribution Date), the Senior Prepayment Percentage will equal the Senior
Percentage for that Distribution Date; and
• for
the
final Distribution Date, the Senior Prepayment Percentage will equal
100%.
If
on any
Distribution Date the allocation to the P&I Certificates of Principal
Prepayments in the percentage required would reduce the sum of the Certificate
Balances of the P&I Certificates below zero, the Senior Prepayment
Percentage for such Distribution Date shall be equal to the percentage necessary
to reduce such sum to zero.
11
“Senior
Principal Distribution Amount”:
For
any Distribution Date shall equal the sum of:
(i)
|
the
Senior Percentage of the Principal Payment Amount for such Distribution
Date;
|
(ii)
|
the
Senior Prepayment Percentage of the Principal Prepayment Amount
for such
Distribution Date; and
|
(iii)
|
the
Senior Liquidation Amount for such Distribution
Date.
|
“Senior
Subordinate Certificates”:
The
Class M-1, Class B-1, Class B-2 and Class B-3 Certificates.
“Servicer”:
Each
of Avelo, Countrywide Servicing, National City, SunTrust and Xxxxx Fargo
and
their respective successors or assigns, in their respective capacities as
servicer under the related Sale and Servicing Agreement.
“Servicing
Fee Rate”:
For
each Mortgage Loan, the per annum fee described in Schedule I
hereto.
“Subordinate
Certificates”:
The
Class M and Class B Certificates.
“Subordinate
Class Percentage”:
For
each Class of Subordinate Certificates and each Distribution Date, the
percentage obtained by dividing the Class Principal Balance of such Class
immediately prior to such Distribution Date by the aggregate Certificate
Principal Balance of all related Subordinate Certificates immediately prior
to
such date.
“Subordinate
Interests”:
The
Interest corresponding to the Subordinate Certificates.
“Subordinate
Liquidation Amount”:
For any
Distribution Date, the Liquidation Principal in respect of each Mortgage
Loan
that became a Liquidated
Mortgage Loan
during
the calendar month preceding the month of such Distribution Date, minus the
Senior
Liquidation Amount for
such
Distribution Date.
“Subordinate
Percentage”:
For
any Distribution Date, the excess of 100% over the Senior Percentage. The
Subordinate Percentage as of the Closing Date shall be 3.90%.
“Subordinate
Prepayment Percentage”:
For
any Distribution Date, the excess of 100% over the Senior Prepayment Percentage.
Initially, the Subordinate Prepayment Percentage shall be 0%.
“Subordinate
Principal Distribution Amount”:
For
any Distribution Date, the sum of:
12
(i)
|
the
Subordinate Percentage of the Principal Payment
Amount;
|
(ii)
|
the
Subordinate Principal Prepayment Amount;
and
|
(iii)
|
the
Subordinate Liquidation Amount;
|
“Subordinate
Principal Prepayment Amount”:
For
each Distribution Date, the Subordinate Prepayment Percentage of the Principal
Prepayment Amount.
“Subordination
Levels”:
For
any Class of Subordinate Certificates and any specified date, the percentage
obtained by dividing (i) the sum of the Class Principal Balances of all Classes
of Subordinate Certificates that are subordinate to such Class by (ii) the
sum
of the Class Principal Balances of all Classes of Certificates as of such
date,
before giving effect to distributions and allocations of Realized Losses
on such
date.
“Subsequent
Recovery”:
With
respect to any Liquidated Mortgage Loan on which a Realized Loss has occurred,
any amount that the related Servicer ultimately recovers in respect of such
Liquidated Mortgage Loan, net of the reasonable fees of the Servicer associated
with such recovery.
“SunTrust”:
SunTrust Mortgage, Inc., or any successors in interest.
“Trust
Estate”:
As
defined in Section 2.01 hereof.
“Trust
Agreement”:
This
Master Servicing and Trust Agreement, dated as of December 1, 2007, which
incorporates by reference the Standard Terms to Master Servicing and Trust
Agreement (December 2007 edition); provided
that any
references in any documents required to be provided pursuant to the terms
of
this Trust Agreement, including references in documents within the Trustee
Mortgage Loan File, to a Trust Agreement dated as of December 1, 2007, shall
be
deemed to refer to this Trust Agreement.
“Trustee”:
U.S.
Bank National Association, not in its individual capacity but solely as Trustee
under this Trust Agreement, or its successor in interest, or any successor
trustee appointed as herein provided.
“UCC”:
The
Uniform Commercial Code as in effect in the State of New York.
“Unscheduled
Principal Amount”:
With
respect to any Distribution Date, an amount equal to the sum of the amounts
described in clauses (ii) and (iii) of the definition of Senior Principal
Distribution Amount.
“Verified
Information”:
As
defined in the Custodial Agreement.
“Xxxxx
Fargo”:
Xxxxx
Fargo Bank, N.A., or any successors in interest.
13
ARTICLE
II.
Section
2.01. Conveyance
to the Trustee.
(a) To
provide for the distribution of the principal of and interest on the
Certificates and Interests in accordance with their terms, all of the sums
distributable under this Trust Agreement with respect to the Certificates
and
the Interests 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 of the Certificates, all of the Depositor’s right, title and interest in
and to any and all benefits accruing to the Depositor from: (i) the Mortgage
Loans, the related Trustee Mortgage Loan Files, and all Monthly 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; (ii) the Sale and Servicing Agreements; provided
that the
Depositor hereby reserves its right to indemnification under the Sale and
Servicing Agreements; (iii) the Custodial Agreement; (iv) the Assignment
Agreements; (v) the Distribution Account, the Master Servicer Account, the
Certificate Account and the Collection Accounts and (vi) 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 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
REMIC
Interests and the Certificates as specified herein (collectively items (i)
through (vi), the “Trust Estate”).
(b) It
is
intended that the conveyance of the Trust Estate by the Depositor to the
Trustee
as provided in this Section be, and be construed as, a sale of the Trust
Estate
by the Depositor to the Trustee for the benefit of the Certificateholders.
It
is, further, not intended that such conveyance be deemed a pledge of the
Trust
Estate by the Depositor to the Trustee to secure a debt or other obligation
of
the Depositor. However, in the event that the Trust Estate is held to be
the
property of the Depositor, or if for any reason this Agreement is held or
deemed
to create a security interest in the Trust Estate, then it is intended that
this
Agreement shall also be deemed to be a security agreement within the meaning
of
Articles 8 and 9 of the UCC and the corresponding articles of the Uniform
Commercial Code of any other applicable jurisdiction; and the Depositor hereby
grants to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor’s right, title and interest, whether now owned
or existing or hereafter acquired or arising, in and to the Trust Estate.
The
Depositor and the Trustee, at the Depositor’s direction and expense, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest
in
assets constituting the Trust Estate described above, such security interest
would be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of the
Agreement.
14
(c) The
foregoing sale, transfer, assignment, set-over and conveyance does not and
is
not intended to result in the creation of an assumption by the Trustee of
any
obligation of the Depositor, the Seller or any other person in connection
with
the Mortgage Loans, the Sale and Servicing Agreements, the Assignment Agreements
or under any agreement or instrument relating thereto except as specifically
set
forth herein.
(d) It
is
agreed and understood by the Depositor and the Trustee (and the Depositor
so
represents and recognizes) that it is not intended that any Mortgage Loan
to be
included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the
New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost
Home Loan” as defined in the New Mexico Home Loan Protection Act effective
January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
or
(iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act
effective February 1, 2005.
Section
2.02. Acceptance
by the Trustee and Securities Administrator.
By
its
execution of this Trust Agreement, the Trustee acknowledges and declares
that it
holds and shall hold or has agreed to hold (in each case through the applicable
Custodian) all documents delivered to any such person from time to time with
respect to the Mortgage Loans and all assets included in the definition of
Trust
Estate herein in trust for the exclusive use and benefit of all present and
future Holders of the Certificates. The Trustee has not created and shall
not
create, and no Officer of the Trustee has any actual knowledge or has received
actual notice of, any interest in the Trust Estate contrary to the interests
created by this Trust Agreement. The Trustee has not entered, nor intends
to
enter, into any subordination agreement or intercreditor agreement with respect
to any assets included in the Trust Estate.
Pursuant
to Section 2.02(f) of the Standard Terms, the Depositor acknowledges the
appointment of each Custodian and agrees to deliver, or cause to be delivered,
to the applicable Custodian all Mortgage Loan documents that are to be included
in the Trustee Mortgage Loan File for each Mortgage Loan for which such
Custodian shall act as custodian. The Depositor and each Custodian acknowledge
that, pursuant to the Custodial Agreement and in connection with the formation
of the Trust, the Depositor hereby assigns the Custodial Agreement to the
Trustee and agrees to cause a receipt to be issued in the name of the Trustee.
It is understood that each Custodian will charge for its services under this
Agreement as set forth in a separate agreement between such Custodian and
the
Securities Administrator, the payment of which fees and expenses (as set
forth
in such separate agreement) shall be the sole obligation of the Securities
Administrator. The Securities Administrator will further pay or reimburse
such
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by such Custodian in accordance with this Agreement,
the Custodial Agreement and any document executed in connection herewith
or
therewith.
15
Pursuant
to a separate agreement, the Master Servicer shall pay the Trustee fee and
the
Securities Administrator fee from the Master Servicing Fee.
Section
2.03. REMIC
Elections and REMIC Interests Designations.
(a) REMIC
Elections. Elections shall be made by the Securities Administrator to treat
the
assets of the Trust Estate described in the definition of the term “REMIC I” and
the assets of the Trust Estate described in the definition of the term “REMIC
II” as separate REMICs for federal income tax purposes. The REMIC I Regular
Interests shall constitute the regular interests in REMIC I and the REMIC
II
Regular Interests shall constitute the regular interests in REMIC II. The
Class
RC Certificates shall represent ownership of the sole Class of residual interest
in REMIC I. The Class R Certificates shall represent ownership of the sole
Class
of residual interests in REMIC II.
Initial
Certificate Balance
|
||
LT1-Pool
|
(1)
|
(2)
|
RC
|
(3)
|
(3)
|
(1)
|
This
Interest shall have an initial principal balance equal to the aggregate
principal balance of the Mortgage Loans as of the Cut-Off
Date.
|
(2)
|
This
Interest shall bear interest for any Interest Accrual Period equal
to (i)
the Net WAC over (ii) (x) the sum of any expenses payable to the
Securities Administrator or to the Trustee (to the extent such
expenses
were not taken into account in computing the Net Rate of any Mortgage
Loan
and do not constitute “unanticipated expenses” of a REMIC within the
meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)) divided
by (y)
the aggregate Scheduled Principal Balance of the Mortgage Loans
as of the
beginning of such Interest Accrual Period adjusted for prepayments
after
the beginning of such Interest Accrual Period that were distributed
on the
prior Distribution Date.
|
(3)
|
The
Class RC Certificate shall not be entitled to payments of principal
or
interest.
|
16
Initial
Certificate Balance
|
||
A-1
|
$
667,024,000
|
(1)
|
A-2(5)
|
$
28,215,000
|
(1)
|
M-1
|
$
10,128,000
|
(1)
|
B-1
|
$
4,341,000
|
(1)
|
B-2
|
$
4,702,000
|
(1)
|
B-3
|
$
2,532,000
|
(1)
|
B-4
|
$
2,894,000
|
(1)
|
B-5
|
$
2,170,000
|
(1)
|
B-6
|
$ 1,447,809
|
(1)
|
RC
|
(2)
|
(2)
|
R
|
(2)
|
(2)
|
(1)
|
For
each Distribution Date (and the related Interest Accrual Period)
each of
the Class A-1, Class A-2, Class M-1, Class B-1, Class B-2, Class
B-3,
Class B-4, Class B-5 and Class B-6 Certificates shall accrue interest
at a
per annum rate equal to the Net
WAC.
|
(2)
|
The
Class R Certificate shall represent the sole Class of residual
interest in
REMIC II.
|
ARTICLE
III.
Section
3.01. Distributions
to Certificateholders.
(i) to
each
Class of REMIC Certificates that are Senior Certificates, Accrued Certificate
Interest thereon, pro
rata in
proportion to the amount of Accrued Certificate Interest owing to each such
Class;
(ii) to
the
extent of the remaining Available Distribution Amount, to the Class A-1 and
Class A-2 Certificates, in reduction of their respective Class Principal
Balances, pro
rata,
in
proportion to the Class Principal Balance of each such Class, in an amount
up to
the Senior Principal Distribution Amount for such Distribution Date, until
the
Class Principal Balance of each such Class is reduced to zero;
(iii) to
the
extent of the remaining Available Distribution Amount and subject to the
prior
distribution of amounts described under Section 3.01(e) below, to the Classes
of
Subordinate Certificates, in their order of seniority the sum of (i) Accrued
Certificate Interest, pro
rata, on
the
basis of the amount owing to each such Class, and (ii) their pro
rata shares,
based on their outstanding Certificate Balances, of the Subordinate Principal
Distribution Amount, as applicable; provided,
however,
that on
any Distribution Date on which the Subordination Level for any class of
Subordinate Certificates is less than its Subordination Level as of the Closing
Date, the portion of the Subordinate Principal Prepayment Amount otherwise
allocable to the Class or Classes of Subordinate Certificates junior to such
Class will be allocated pro
rata
to the
most senior Class of Subordinate Certificates for which the Subordination
Level
on such Distribution Date is less than the Subordination Level as of the
Closing
Date and all Classes of Subordinate Certificates senior thereto;
17
(iv) to
each
Class of Certificates, in the order of their seniority, the amount of any
unreimbursed Realized Losses previously allocated to such Certificates;
and
(v) after
all
of the other Classes of Certificates (other than the Residual Certificates)
have
been paid in full, the remainder, if any, which is expected to be zero, of
the
Available Distribution Amount (other than any Fair Market Value Excess remaining
after an optional termination of the Trust Estate) to the Class RC Certificates
to the extent such remainder is applicable to REMIC I and otherwise to the
Class
R Certificates.
On
each
Distribution Date on or after the Credit Support Depletion Date, to the extent
of the Available Distribution Amount on such Distribution Date, distributions
shall be made to the Senior Certificates, in respect of interest (pro
rata
according to Accrued Certificate Interest for such Distribution Date) and
then
with respect to principal (pro
rata
according to their respective outstanding Class Principal Balances); and
the
remainder (other than any Fair Market Value Excess remaining after the optional
termination of the Trust Estate), if any, which is expected to be zero, of
the
Available Distribution Amount shall be distributed to the holders of the
Class
RC Certificates to the extent such remainder is applicable to REMIC I and
otherwise to the holder of the Class R Certificates.
On
each
Distribution Date on which the aggregate Certificate Principal Balance of the
Senior Certificates has been reduced to zero, any amounts distributable pursuant
to this Section 3.01(a) shall be allocated, as to each applicable Class of
Subordinate Certificates, in proportion to such Class’s Subordinate Class
Percentage of the Subordinate Principal Distribution Amount.
On
each
Distribution Date on which the Senior Certificates remain outstanding, any
amounts distributable pursuant to this Section 3.01(a) shall be distributed
in
proportion to the aggregate Certificate Principal Balances of such
Certificates.
(b) [Reserved].
18
Realized
Losses and Shortfalls shall be allocated in the same manner.
The
Securities Administrator shall withdraw all amounts allocated to the REMIC
I
Regular Interests and deposit such amounts in the Certificate Account for
distribution pursuant to Section 3.01(a) above on such Distribution Date.
Any
amount remaining in the REMIC I Distribution Account after making all other
payments required under this Section 3.01(d) shall be distributed to the
holder
of the Class RC Certificates.
(d) [Reserved].
(e) On
each
Distribution Date on which any Fair Market Value Excess is on deposit in
the
Certificate Account and such Fair Market Value Excess has not been previously
distributed in accordance with this Section 3.01(h), the Securities
Administrator shall withdraw such Fair Market Value Excess, from the Certificate
Account, and shall distribute it to the Holder of the Class RC
Certificates.
Section
3.02. Allocation
of Realized Losses and Shortfalls.
(a) Realized
Losses of Principal.
(i) On
each
Distribution Date, a Realized Loss on a Mortgage Loan, to the extent allocable
to principal, shall be allocated to the Class or Classes of REMIC Interests
in
reduction of the Certificate Balance thereof; provided,
however,
that
any Realized Loss shall be allocated first to the Subordinate Interests,
in
reverse numerical order, until the Certificate Balances thereof are reduced
to
zero, and then to the Senior Interests; provided,
further,
that
any remaining Realized Losses shall be allocated first to the Class A-2
Certificates, until the Class Principal Balance of the Class A-2 Certificates
is
reduced to zero and second to the Class A-1 Certificates, until the Class
Principal Balance of the Class A-1 Certificates is reduced to zero.
(ii) [Reserved].
(b) Realized
Losses Allocable to Interest. On each Distribution Date, the portion of each
Realized Loss on a Mortgage Loan that exceeds the outstanding principal amount
of such Mortgage Loan shall be allocated pro
rata
on the
basis of the amount of interest from such Mortgage Loan, to each Class of
related REMIC Interest. On each Distribution Date, the interest portion of
each
Realized Loss allocated in accordance with the preceding sentence shall be
further allocated pro
rata,
on the
basis of Accrued Certificate Interest on the Class Principal Balance thereof,
to
each
Class of related REMIC Interests;
provided that the interest portion of any Realized Losses allocated to the
related Subordinate Interests in a REMIC as provided in this Section 3.02(b)
shall be allocated to such Subordinate Interests in reverse order of
seniority.
(c) Interest
Shortfall. Notwithstanding anything in the Standard Terms to the contrary,
on
each Distribution Date, before any distributions are made on the REMIC Interests
and the Certificates, Month End Interest Shortfall not covered by a Compensating
Interest Payment and Servicemembers Shortfall with respect to any Mortgage
Loan
shall be allocated pro
rata
among
the Classes of the related REMIC based on the amount of interest otherwise
owing
thereto in reduction of that amount.
19
(e) In
the
event of any Subsequent Recovery, (i) such amount shall be treated as a
Principal Prepayment Amount and shall be included in the related Available
Distribution Amount for the Distribution Date occurring in the month following
the month in which such recovery is received and (ii) the Certificate Balance
of
the Class or Classes to which the related Realized Loss had previously been
allocated, whether or not such Class or Classes remain outstanding, shall
be
increased in direct order of priority, in each case by an amount equal to
the
lesser of (x) the amount of such recovery and (y) the aggregate amount of
Realized Losses previously allocated to such Classes less amounts previously
allocated to such Classes pursuant to this paragraph.
ARTICLE
IV.
Section
4.01. The
Certificates.
The
Certificates shall be designated generally as the Mortgage Pass-Through
Certificates, Series 2007-5F. The aggregate principal amount of Certificates
or
Interests, as applicable, that may be executed and delivered under this Trust
Agreement is limited to $723,453,809, except for Certificates executed and
delivered upon registration of transfer of, or in exchange for, or in lieu
of,
other Certificates pursuant to Section 4.05 hereof or Sections 5.03 or 5.05
of
the Standard Terms. On the Closing Date, the Securities Administrator shall
execute, and the Certificate Registrar shall authenticate and the Certificates
in the names and amounts and to the Persons as directed by the Depositor.
The
table in Section 2.03 sets forth the Classes of Certificates, the initial
Certificate Balance and the Certificate Rate for each Class of the Certificates.
The Certificates authorized by this Trust Agreement shall consist of the
Certificates having the designations, Initial Certificate Balances and
Certificate Rates specified in the table in Section 2.03(d).
Section
4.02. Denominations.
Each
of
the Class A and Subordinate Certificates shall be issued in fully registered,
book-entry form and shall be Book-Entry Certificates. Each Class of Residual
Certificates shall be issued in fully registered, certificated form. The
Class A
Certificates are offered in minimum denominations of $25,000 initial Certificate
Balance each and multiples of $1 in excess of $25,000 or, if the Class Principal
Balance of such Class of Certificates is less than $25,000, the Class Principal
Balance thereof. The Subordinate Certificates are offered in minimum
denominations of $250,000 initial Certificate Balance each and multiples
of $1
in excess of $250,000. In addition, one Certificate of each Class (other
than
the Residual Certificates) may be issued evidencing the sum of an authorized
denomination thereof and the remainder of the initial Class Principal Balance
of
such Class. Each Class of Residual Certificates shall be issued in percentage
interests of 99.99% and 0.01%.
20
Section
4.03. Redemption
of Certificates.
(a) There
shall be no right to redemption pursuant to Section 10.01 of the Standard
Terms.
Moreover, notwithstanding anything to the contrary in Section 10.02 of the
Standard Terms, the obligations created by this Trust Agreement shall terminate
upon payment to the Certificateholders of all amounts held in the Collection
Account, the Certificate Account and the Distribution Account required to
be
paid to the Certificateholders pursuant to this Trust Agreement, following
the
final payment or other liquidation (or any Advance with respect thereto)
of the
last Mortgage Loan remaining in the Trust Estate or the disposition of all
property acquired upon foreclosure of any such Mortgage Loan.
(b) On
or after the date on which the aggregate Scheduled Principal Balance of the
Mortgage Loans
is less than or equal to 1% of the aggregate Scheduled Principal Balance
of such
Mortgage Loans as of the Cut-Off Date the Master Servicer shall have the
right
to purchase the remaining Mortgage Loans and any other assets in REMIC I
at the
Termination Price and thereby cause the retirement of the related
Certificates.
Notwithstanding
anything to the contrary contained herein, the obligations created by the
Trust
Agreement shall terminate upon payment to the Certificateholders of all amounts
held in the Certificate Account and the REMIC I Distribution Account required
to
be paid to the Certificateholders pursuant to the Trust Agreement, following
the
earlier of: (i) the final payment or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Estate
or the
disposition of all property acquired upon foreclosure of any such Mortgage
Loan
and (ii) the purchase of all of the assets of the Trust Estate as provided
above. Written notice of termination shall be given to each Certificateholder,
and the final distribution shall be made only upon surrender and cancellation
of
the Certificates at an office or agency appointed by the Securities
Administrator, which shall be specified in the notice of termination. Any
repurchase of the assets of the Trust Estate pursuant to this Section 4.03
shall
be made at a price equal to the Termination Price.
Section
4.04. Securities
Laws Restrictions.
Each
of
the Junior Subordinate Certificates is a Private Certificate subject to the
restrictions on transfer contained in Section 5.05(a) of the Standard Terms.
Furthermore, each of the Private Certificates is a Rule 144A Certificate.
The
Class R and Class RC Certificates are Residual Certificates subject to Section
5.05(c) of the Standard Terms.
21
ARTICLE
V.
Section
5.01. Request
for Opinions.
(a) The
Depositor hereby requests and authorizes XxXxx Xxxxxx LLP, as its counsel
in
this transaction, to issue on behalf of the Depositor such legal opinions
to the
Trustee, the Securities Administrator and each Rating Agency as may be (i)
required by any and all documents, certificates or agreements executed in
connection with the Trust, or (ii) requested by the Trustee, the Securities
Administrator, any such Rating Agency or their respective counsels.
(b) Each
of
the Trustee, the Securities Administrator and the Master Servicer hereby
requests and authorizes its counsel to issue on behalf of such Person such
legal
opinions to the Depositor, GSMC and Xxxxxxx, Xxxxx & Co. as may be required
by any and all documents, certificates or agreements executed in connection
with
the establishment of the Trust and the issuance of the
Certificates.
Section
5.02. Schedules
and Exhibits.
Each
of
the Schedules and Exhibits attached hereto or referenced herein are incorporated
herein by reference as contemplated hereby and by the Standard Terms. Each
Class
of Certificates shall be in substantially the form attached hereto, as set
forth
in the Exhibit index.
Section
5.03. 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
5.04. Counterparts.
This
Trust Agreement may be executed in any number of counterparts, each of which
so
executed shall be deemed to be an original but all of such counterparts shall
together constitute but one and the same instrument.
Section
5.05. Notices.
All
demands and notices hereunder shall be in writing and shall be deemed to
have
been duly given if personally delivered at or mailed by first class mail,
postage prepaid, or by express delivery service, to (a) in the case of the
Depositor, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President
(telecopy number (000) 000-0000 and email addresses: xxxx.xxx@xx.xxx and
xxxxxxxx.xxxx@xx.xxx) or such other address, telecopy number or email address
as
may hereafter be furnished to each party to this Trust Agreement in writing
by
the Depositor; (b) in the case of the Trustee, U.S. Bank National Association,
Xxx Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Structured Finance Department, GSR 2007-5F,
or such
other address or telecopy number as may hereafter be furnished to each party
to
this Trust Agreement in writing by the Trustee; (c) in the case of the Master
Servicer, Xxxxx Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046,
Attention: Client Manager (GSR 2007-5F) (or in the case of overnight deliveries,
0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000) Telephone: (000) 000-0000;
Facsimile: (000) 000-0000, or such other address, telecopy number or email
address as may hereafter be furnished to each party to this Trust Agreement
in
writing by the Master Servicer; (d) in the case of the Securities Administrator,
Xxxxx Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services: GSR 2007-5F, or such
other
address, telecopy number or email address as may hereafter be furnished to
each
party to this Trust Agreement in writing by the Securities Administrator;
and
(e) in the case of each Custodian, the addresses set forth in the Custodial
Agreement with respect to such Custodian. The addresses of the rating agencies
required to be stated herein pursuant to Section 13.08(d) of the Standard
Terms
are Fitch Ratings, Xxx
Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
and
Standard & Poor’s Ratings Services, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
22
[Signature
page follows]
23
GS
MORTGAGE SECURITIES CORP.,
as
Depositor
By:
/s/
Xxxx X. Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Managing Director
U.S.
BANK
NATIONAL ASSOCIATION,
not
in
its individual capacity, but solely in
its
capacity as Trustee under this Trust Agreement
By:
/s/
Xxxxxxxx X’Xxxxx
Name:
Xxxxxxxx X’Xxxxx
Title:
Vice President
XXXXX
FARGO BANK, N.A.,
not
in
its individual capacity, but solely in its capacity
as
Securities Administrator and Master Servicer
By:
/s/
Xxxxxx Xxxx
Name:
Xxxxxx Xxxx
Title:
Vice President
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
not
in
its individual capacity, but solely in its
capacity
as Custodian
By:
/s/
Xxxxxx Xxxx
Name:
Xxxxxx Xxxx
Title:
Associate
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
U.S.
BANK
NATIONAL ASSOCIATION,
not
in
its individual capacity, but solely in its
capacity
as Custodian
By:
/s/
Xxxxxxx Xxxxx-Xxxxxx
Name:
Xxxxxxx Xxxxx-Xxxxxx
Title:
Assistant Vice President
Solely
for purposes of Section 2.01(a),
accepted
and agreed to by:
XXXXXXX
XXXXX MORTGAGE
COMPANY
By: Xxxxxxx
Xxxxx Real Estate Funding
Corp.,
its General Partner
By:
/s/
Xxxx X. Xxxxx__________________
Name:
Xxxx X. Xxxxx
Title:
Managing Director
SCHEDULE
I
Mortgage
Loan Schedule
SCHEDULE
II
[Reserved]
SCHEDULE
III
[Reserved]
EXHIBIT
A
Form
of
Certificates
A-1