EXECUTION COPY
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GSR MORTGAGE LOAN TRUST 2003-13
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2003-13
TRUST AGREEMENT
between
GS MORTGAGE SECURITIES CORP.,
as Depositor,
and
JPMORGAN CHASE BANK,
as Trustee and Custodian
Dated November 1, 2003
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Standard Terms...................................................
Section 1.02 Defined Terms....................................................
ARTICLE II
FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
Section 2.01 Conveyance to the Trustee........................................
Section 2.02 Acceptance by the Trustee........................................
Section 2.03 REMIC Election and REMIC Designation.............................
ARTICLE III
REMITTING TO CERTIFICATEHOLDERS
Section 3.01 Distributions to Certificateholders..............................
Section 3.02 Allocation of Realized Losses and Shortfalls.....................
ARTICLE IV
THE SECURITIES
Section 4.01 The Certificates.................................................
Section 4.02 Denominations....................................................
Section 4.03 Redemption of Certificates.......................................
Section 4.04 Securities Laws Restrictions.....................................
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Request for Opinions.............................................
Section 5.02 Schedules and Exhibits...........................................
Section 5.03 Governing Law....................................................
Section 5.04 Counterparts.....................................................
Section 5.05 Notices..........................................................
SCHEDULES AND EXHIBITS
Schedule I Mortgage Loans
Exhibit 1A1 Form of Class 1A1 Certificate
Exhibit 1A2 Form of Class 1A2 Certificate
Exhibit B1 Form of Class B1 Certificate
Exhibit B2 Form of Class B2 Certificate
Exhibit B3 Form of Class B3 Certificate
Exhibit B4 Form of Class B4 Certificate
Exhibit B5 Form of Class B5 Certificate
Exhibit B6 Form of Class B6 Certificate
Exhibit R Form of Class R Certificate
TRUST AGREEMENT
THIS TRUST AGREEMENT, dated as of November 1, 2003 (the "Trust
Agreement"), is hereby executed by and among GS MORTGAGE SECURITIES CORP., a
Delaware corporation (the "Depositor"), and JPMORGAN CHASE BANK, as trustee (in
such capacity, the "Trustee") and custodian (in such capacity, the "Custodian").
PRELIMINARY STATEMENT
The Depositor is duly authorized to form GSR Mortgage Loan Trust
2003-13 as a trust (the "Trust") to issue a series of securities with an
aggregate initial outstanding principal balance of $763,432,604 to be known as
the Mortgage Pass-Through Certificates, Series 2003-13 (the "Certificates"). The
Trust is formed by this Trust Agreement, which fully incorporates by reference
the Standard Terms to Trust Agreement November 2003 Edition (the "Standard
Terms"). The Certificates in the aggregate evidence the entire beneficial
ownership in the Trust. The Certificates consist of the 9 classes set forth in
Section 2.03(b) herein.
Pursuant to Section 10.01 of the Standard Terms, the Trustee will
make an election to treat all of the assets of the Trust as a real estate
mortgage investment conduit (a "REMIC") for federal income tax purposes. The
"startup day" of the REMIC for purposes of the REMIC Provisions is the Closing
Date.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, the Depositor, the Trustee
and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Standard Terms. The Depositor, the Trustee and the
Custodian acknowledge that the Standard Terms prescribe certain obligations of
each such entity, with respect to the Certificates. The Depositor, the Trustee
and the Custodian agree to observe and perform such prescribed duties,
responsibilities and obligations, pursuant to the terms and conditions thereof
and of this Trust Agreement, and acknowledge that, 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.
Pursuant to Section 2.02(f) of the Standard Terms, the Depositor
acknowledges the appointment of the Custodian and agrees to deliver, or cause to
be delivered, to the Custodian all Mortgage Loan documents that are to be
included in the Trustee Mortgage Loan File for each Mortgage Loan. The Depositor
and the Custodian acknowledge that, pursuant to the Custodial Agreement entered
into between the Custodian and predecessors in interest of the Depositor, the
Custodian previously acted as custodian for such predecessors in interest and
that in connection with the formation of the Trust, the Depositor will assign
each Custodial Agreement to the Trustee and cause a receipt to be issued in the
name of the Trustee.
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 Sale and Servicing Agreement. In the event of a
conflict between the Standard Terms and the Sale and Servicing Agreement, the
Sale and Servicing Agreement shall govern. In the event of a conflict between
the Standard Terms and this Trust Agreement, the Trust Agreement shall govern.
As used herein, the following terms shall have the respective meanings assigned
thereto:
"Accrued Certificate Interest": For each Class of Certificates and
any Distribution Date, the sum of (i) previously accrued Certificate Interest
for such Class that remained unpaid on the previous Distribution Date (on a
cumulative basis) and (ii) accrued Certificate Interest for such Class for the
related Interest Accrual Period. Accrued Certificate Interest may be reduced for
certain interest shortfalls, as further set forth in Section 3.02.
"Administrative Cost Rate": For each Mortgage Loan, the applicable
Servicing Fee Rate plus the Trustee Fee Rate.
"Affected Subordinate Certificate": As defined in Section 3.01(c)
hereof.
"Assignment Agreements": Each of (i) the Assignment, Assumption and
Recognition Agreement, dated November 1, 2003, by and among GSMC, the Depositor
and ▇▇▇▇▇ Fargo, and (ii) the Assignment, Assumption and Recognition Agreement
dated November 1, 2003, by and among the Trust, the Depositor and ▇▇▇▇▇ Fargo.
"Available Distribution Amount": For any Distribution Date, the sum
of the following amounts:
(1) the total amount of all cash received from or on behalf of the
Borrowers or advanced by the applicable Servicer (or by the Trustee,
pursuant to Section 3.05 of the Standard Terms, in the event the Servicer
fails to make any such required advances) on the Mortgage Loans and not
previously distributed (including Advances made by such Servicer (or by
the Trustee in the event the Servicer fails to make any such required
advances), Compensating Interest Payments made by such Servicer and
proceeds of Mortgage Loans that are liquidated), except:
(a) all Scheduled Payments collected but due on a Due Date
after that Distribution Date;
(b) all Curtailments received after the previous calendar
month;
(c) all Payoffs received after the previous calendar month
(together with any interest payment received with those Payoffs to
the extent that it represents the payment of interest accrued on the
Mortgage Loans for the period after the previous calendar month);
(d) Liquidation Proceeds and Insurance Proceeds received on
the Mortgage Loans after the previous calendar month;
(e) all amounts in the REMIC I Distribution Account that are
then due and payable to the Servicer under the Sale and Servicing
Agreement;
(f) the Servicing Fee and the Trustee Fee for each Mortgage
Loan with respect to that Distribution Date; and
(2) the total amount of any cash received by the Trustee or the
Servicer during the calendar month prior to that Distribution Date from
the repurchase of any Mortgage Loans pursuant to any Assignment Agreement
or the Sale and Servicing Agreement as a result of defective documentation
or breach of representations and warranties.
"Bankruptcy Coverage": For any Distribution Date, an amount equal to
the greater of (i) (x) $102,626.48 or such lesser amount as may be determined by
the Depositor from time to time upon written confirmation from each Rating
Agency that the use of such lesser amount will not adversely affect the then
current ratings assigned to any Class of Certificates by such Rating Agency,
minus (y) the aggregate amount of Bankruptcy Losses allocated to the
Certificates on or prior to such date and (ii) zero.
"Book-Entry Certificates": The Senior Certificates and the Senior
Subordinate Certificates.
"Certificate Interest": For each Class of Certificates, on each
Distribution Date, an amount equal to the product of (a) the Certificate Rate
for such Class, (b) a fraction, the numerator of which is 30 and the denominator
of which is 360, and (c) the applicable Certificate Balance.
"Certificate Rate": With respect to each Class of Certificates on
any Distribution Date, the percentage per annum rate or other entitlement to
interest described in Section 2.03 hereof.
"Class": Each Class of Certificates.
"Class B Certificates": The Class B1, Class B2, Class B3, Class B4,
Class B5 and Class B6 Certificates.
"Class Percentage": For each Distribution Date and for each Class of
Certificates, the percentage obtained by dividing the Certificate Balance of
such Class of Certificates immediately prior to such Distribution Date by the
then aggregate Certificate Balance of all of the Certificates.
"Class R Certificates": The Class of Certificates issued hereunder
and so designated, which represents the "residual interest" (as defined in Code
Section 860(a)(2)) in the REMIC.
"Closing Date": November 28, 2003.
"Curtailments": Voluntary partial prepayments on a Mortgage Loan
(i.e., not including Payoffs, Liquidation Proceeds, Insurance Proceeds, or
Condemnation Proceeds).
"Custodial Agreement": the Custodial Agreement dated as of September
1, 2003, by and among GSMC, ▇▇▇▇▇ Fargo and the Custodian.
"Custodian": JPMorgan Chase, in its capacity as custodian under the
Custodial Agreement, and any successor Custodian thereunder.
"Cut-Off Date": November 1, 2003.
"Delinquency/Loss Test": The test as to whether the following two
conditions are satisfied on any Distribution Date: (A) the outstanding principal
balance of all Mortgage Loans delinquent 60 days or more (including Mortgage
Loans in bankruptcy or foreclosure and REO Property) averaged over the
immediately preceding three-month period is less than or equal to 50% of the
aggregate outstanding Certificate Balance of the Subordinate Certificates as of
such Distribution Date; and (B) cumulative Realized Losses as of each
Distribution Date prior to or occurring in December 2008, or occurring in
December 2009, December 2010, December 2011 and December 2012 (and each December
thereafter) do not exceed 30%, 35%, 40%, 45% and 50%, respectively, of the
aggregate initial Certificate Balance of the Subordinate Certificates.
"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 initial
Distribution Date shall be December 26, 2003.
"Due Date": For any Mortgage Loan, the first day in each calendar
month.
"Due Period": With respect to each Distribution Date, the period
beginning on the second day of the month preceding the month of such
Distribution Date and ending on, and including, the first day of the month of
such Distribution Date.
"Excess Bankruptcy Losses": For any Distribution Date, the amount of
Bankruptcy Losses for such Distribution Date in excess of the Bankruptcy
Coverage for such Distribution Date.
"Excess Fraud Losses": For any Distribution Date, the amount of
Fraud Losses for such Distribution Date in excess of the Fraud Coverage for such
Distribution Date.
"Excess Special Hazard Losses": For any Distribution Date, the
amount of Special Hazard Losses for such Distribution Date in excess of the
Special Hazard Coverage for such Distribution Date.
"Excess Special Losses": Collectively, Excess Fraud Losses, Excess
Bankruptcy Losses and Excess Special Hazard Losses.
"Fraud Coverage": For any Distribution Date, an amount equal to (i)
the following percentage of the aggregate Scheduled Principal Balance of all
Mortgage Loans as of the Due Date in the preceding calendar month (or, in the
case of the first Distribution Date, as of the Cut-Off Date): (A) for the period
from and including the Cut-Off Date to but excluding the date of the first
anniversary of the Cut-Off Date, 3.00%, (B) for the period from and including
the date of the first anniversary of the Cut-Off Date to but excluding the
second anniversary of the Closing Date, 2.00% and (C) for the period from and
including the date of the second anniversary of the Cut-Off Date to but
excluding the date of the fifth anniversary of the Cut-Off Date, 1.00%, minus
(ii) the aggregate amount of Fraud Losses allocated to the Certificates on or
prior to such Distribution Date. On the date of the fifth anniversary of the
Cut-Off Date, and for each Distribution Date thereafter, the Fraud Coverage
shall be zero. In no event may the Fraud Coverage be less than zero.
"GSMC": ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company, a New York limited
partnership, and its successors in interest.
"Interest Accrual Period": For any Distribution Date, the
immediately preceding calendar month.
"JPMorgan Chase": JPMorgan Chase Bank, a New York banking
corporation, and its successors in interest.
"Junior Subordinate Certificates": The Class B4, Class B5 and Class
B6 Certificates.
"Liquidated Mortgage Loan": A Mortgage Loan for which the applicable
Servicer has determined that it has received all amounts that it expects to
recover from or on account of the Mortgage Loan, whether from Insurance
Proceeds, Liquidation Proceeds, the liquidation of any assets pledged for the
further security of such Mortgage Loan in addition to the Mortgaged Property or
otherwise.
"Liquidation Principal": For any Distribution Date, the principal
portion of Liquidation Proceeds received with respect to each Mortgage Loan that
became a Liquidated Mortgage Loan during the calendar month preceding the month
of the Distribution Date.
"Moody's": ▇▇▇▇▇'▇ Investors Service, Inc., and its successors in
interest.
"Mortgage Loans": The mortgage loans listed on Schedule I hereto.
"Net Rate": With respect to each Mortgage Loan, the interest rate of
such Mortgage Loan less the Administrative Cost Rate applicable to such Mortgage
Loan. For purposes of calculating the Certificate Rates of the Interests and
Certificates, the Net Rate of a Mortgage Loan will be calculated without regard
to any modification, waiver or amendment of the interest rate of the Mortgage
Loan, whether agreed to by any Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the related Borrower.
"Net WAC Rate": With respect to any Distribution Date, the per annum
rate equal to a fraction (i) the numerator of which is the sum, for each
Mortgage Loan, of the product of (x) the Net Rate in effect for such Mortgage
Loan as of the beginning of the related Due Period and (y) the Scheduled
Principal Balance of such Mortgage Loan as of the beginning of the related Due
Period, and (ii) the denominator of which is the aggregate Scheduled Principal
Balance of the Mortgage Loans as of the beginning of the related Due Period.
"Payoffs": Voluntary prepayments in full on a Mortgage Loan.
"Prepayment Period": As to each Distribution Date, the preceding
calendar month.
"Principal Payment Amount": For any Distribution Date, the sum, for
all Mortgage Loans, of the portion of Scheduled Payments due on the Due Date
immediately before the Distribution Date that are allocable to principal on the
Mortgage Loans.
"Principal Prepayment Amount": For any Distribution Date, the sum,
for all of the Mortgage Loans, of all Payoffs and Curtailments that were
received during the related Prepayment Period.
"Rating Agency": With respect to the Class 1A1 Certificates, each of
S&P and Moody's, and with respect to the Class 1A2, Class B1, Class B2, Class
B3, Class B4, Class B5, and Class R Certificates, S&P.
"Record Date": For any Distribution Date and any Class of
Certificates, the last Business Day of the preceding calendar month.
"Regular Certificates": The Senior Certificates and the Subordinate
Certificates.
"REMIC": The real estate mortgage investment conduit created in the
Trust, the assets of which consist of the Mortgage Loans and certain other
assets and the REMIC I Distribution Account.
"Remittance Date": The 18th day of each month, or if such day is not
a Business Day, on the Business Day immediately preceding such date.
"S&P": Standard & Poor's Ratings Services, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and its successors in interest.
"Sale and Servicing Agreement": The Seller's Warranties and
Servicing Agreement, dated as of September 1, 2003 by and between GSMC and ▇▇▇▇▇
Fargo.
"Scheduled Payment": For each Mortgage Loan, payments of interest
and principal scheduled to be paid on each Due Date in accordance with the terms
of related Mortgage Note.
"Seller": ▇▇▇▇▇ Fargo.
"Senior Certificates": Collectively, the Class 1A1 and the Class 1A2
Certificates.
"Senior Liquidation Amount": For any Distribution Date, will equal
the aggregate, for each Mortgage Loan that became a Liquidated Mortgage Loan
during the calendar month preceding the month of that Distribution Date, of the
lesser of (i) the Senior Percentage of the Scheduled Principal Balance of that
Mortgage Loan and (ii) the Senior Prepayment Percentage of the Liquidation
Principal derived from such Mortgage Loan.
"Senior Percentage": For any Distribution Date, will equal the
lesser of (a) 100% and (b) the sum of the Certificate Balances (immediately
before the Distribution Date) of the Senior Certificates, divided by the
aggregate Scheduled Principal Balance of the Mortgage Loans as of the beginning
of the Due Period related to such Distribution Date.
"Senior Prepayment Amount": For any Distribution Date, the product
of (i) the Senior Prepayment Percentage and (ii) the Principal Prepayment Amount
received during the related Prepayment Period.
"Senior Prepayment Percentage": For each Distribution Date, the
Senior Percentage for such Distribution Date, plus the percentage of the
Subordinate Percentage identified below for the period during which such
Distribution Date occurs:
Percent of
Distribution Date Subordinate Percentage
-------------------------------------------------------- ----------------------
December 2003 through November 2008..................... 100%
December 2008 through November 2009..................... 70%
December 2009 through November 2010..................... 60%
December 2010 through November 2011..................... 40%
December 2011 through November 2012..................... 20%
December 2012 and thereafter............................ 0%
provided, however, that, on any Distribution Date, (i) if the Senior Percentage
for such Distribution Date exceeds the initial Senior Percentage as of the
Closing Date, then the Senior Prepayment Percentage for that Distribution Date
will equal 100%; (ii) if before the Distribution Date in December 2006, (x) the
Subordinate Percentage for such Distribution Date is greater than or equal to
twice the Subordinate Percentage as of the Closing Date and (y) the aggregate
amount of Realized Losses realized on the Mortgage Loans are less than or equal
to 20% of the initial aggregate Certificate Balance of the Subordinate
Certificates, then the Senior Prepayment Percentage for such Distribution Date
will equal the Senior Percentage plus 50% of the Subordinate Percentage for that
Distribution Date; and (iii) if on or after the Distribution Date in December
2006, (x) the Subordinate Percentage for such Distribution Date is greater than
or equal to twice the Subordinate Percentage as of the Closing Date and (y) the
aggregate amount of Realized Losses realized on the Mortgage Loans are less than
or equal to 30% of the initial aggregate Certificate Balance of the Subordinate
Certificates, then the Senior Prepayment Percentage for such Distribution Date
will equal the Senior Percentage for such Distribution Date; provided, further,
that if the Delinquency/Loss Test is not satisfied as of such Distribution Date,
the Subordinate Percentage used to calculate the Senior Prepayment Percentage
for the related Distribution Date shall equal 100%. If on any Distribution Date
the allocation to the Senior Certificates in the percentage required would
reduce the sum of the Certificate Balances of the Senior Certificates below
zero, the Senior Prepayment Percentage for such Distribution Date shall be
limited to the percentage necessary to reduce such sum to zero.
"Senior Principal Distribution Amount": For each Distribution Date,
the sum of: (i) the Senior Percentage of the Principal Payment Amount, (ii) the
Senior Prepayment Percentage of the Principal Prepayment Amount, and (iii) the
Senior Liquidation Amount.
"Servicer": ▇▇▇▇▇ Fargo or its successors or assigns under the Sale
and Servicing Agreement.
"Servicing Fee": With respect to each Distribution Date and each
Mortgage Loan, the aggregate amount payable to the Servicer with respect to such
Mortgage Loan, which amount payable is equal to one-twelfth of the applicable
Servicing Fee Rate multiplied by the Scheduled Principal Balance of such
Mortgage Loan as of the beginning of the Due Period related to such Distribution
Date.
"Servicing Fee Rate": For each Mortgage Loan, 0.375% per annum.
"Special Hazard Coverage": For each Distribution Date, an amount
equal to the greater of (i) the greatest of (A) the aggregate Scheduled
Principal Balance of Mortgage Loans related to Mortgaged Properties located in
the single California zip code area with the largest aggregate Scheduled
Principal Balance of related Mortgage Loans, (B) 1.00% of the aggregate
Scheduled Principal Balance of Mortgage Loans and (C) twice the Scheduled
Principal Balance of the largest single Mortgage Loan, in each case calculated
as of the Due Date in the immediately preceding month (or, in the case of the
first Distribution Date, as of the Cut-Off Date); and (ii) $7,659,210.28, minus
(iii) the aggregate amount of Special Hazard Losses allocated to the
Certificates on or prior to such Distribution Date; provided, however, that, in
no event may the Special Hazard Coverage be less than zero.
"Special Hazard Loss": Any loss on a Mortgage Loan resulting from
(i) damage to the related Mortgaged Property caused by certain hazards
(including earthquakes and, to a limited extent, tidal waves and related water
damage) not insured against under the standard form of hazard insurance policy
for the state in which the related Mortgaged Property is located or under a
flood insurance policy if the Mortgaged Property is located in a federally
designated flood area, or (ii) the application of the coinsurance clause
contained in such hazard insurance policy; provided, however, that Special
Hazard Losses shall not include losses caused by war, civil insurrection, action
taken by governmental authority in hindering, combating or defending against an
actual, impending or expected attack, errors in design, faulty workmanship or
materials (unless the collapse of the property or a part thereof ensues, and
then only the ensuing loss shall be considered a Special Hazard Loss), nuclear
reaction, flood (if the Mortgaged Property is located in a federally designated
flood area) and chemical contamination.
"Subordinate Certificates": The Class B Certificates.
"Subordinate Percentage": For any Distribution Date, (x) 100%, minus
(y) the Senior Percentage.
"Subordinate Principal Distribution Amount": For any Distribution
Date, (x) the sum of the Principal Payment Amount, the Principal Prepayment
Amount and the Liquidation Principal, minus (y) the Senior Principal
Distribution Amount.
"Subordination Levels": With respect to any Class of Subordinate
Certificates on any specified date, the percentage obtained by dividing the sum
of the Certificate Balances of all Classes of Subordinate Certificates that are
subordinate to that Class by the sum of the Certificate Balances of all Classes
of Certificates as of such date, before giving effect to distributions and
allocations of Realized Losses to the Certificates on such date.
"Trust Agreement": This Trust Agreement, dated as of November 1,
2003, which incorporates by reference the Standard Terms. Any references in any
documents required hereunder, including references in documents within the
Trustee Mortgage Loan File, to a Trust Agreement dated as of November 1, 2003,
shall be deemed to refer to this Trust Agreement.
"Trust Estate": As defined in Section 2.01 hereof.
"Trustee": JPMorgan Chase, not in its individual capacity but solely
as Trustee under this Trust Agreement, or its successor in interest in such
capacity, or any successor trustee appointed as herein provided.
"Trustee Fee Rate": 0.0025% per annum.
"▇▇▇▇▇ Fargo": ▇▇▇▇▇ Fargo Home Mortgage, Inc., a California
corporation, and its successors in interest.
ARTICLE II
FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
Section 2.01 Conveyance to the Trustee. To provide for the
distribution of the principal of and interest on the Certificates in accordance
with their terms, all of the sums distributable under this Trust Agreement with
respect to the Certificates and the performance of the covenants contained in
this Trust Agreement, the Depositor hereby bargains, sells, conveys, assigns and
transfers to the Trustee, in trust, without recourse and for the exclusive
benefit of the Holders of the Certificates, all of the Depositor's right, title
and interest in and to any and all benefits accruing to the Depositor from: (a)
the Mortgage Loans listed on each of Schedule I hereto, the related Trustee
Mortgage Loan Files, and all Scheduled Payments due thereon after the Cut-Off
Date and all principal prepayments collected with respect to the Mortgage Loans
and paid by a Borrower on or after the Cut-Off Date, and proceeds of the
conversion, voluntary or involuntary, of the foregoing; (b) the Sale and
Servicing Agreement; provided that the Depositor hereby reserves its right to
indemnification under the Sale and Servicing Agreement; (c) the Custodial
Agreement; (d) the Assignment Agreements; (e) the REMIC I Distribution Account,
the Certificate Account, and the Collection Accounts and (f) proceeds of all of
the foregoing (including, without limitation, all amounts, other than investment
earnings, from time to time held or invested in the Collection Account, the
REMIC I Distribution Account and the Certificate Account, whether in the form of
cash, instruments, securities or other property, all proceeds of any mortgage
insurance, mortgage guarantees, hazard insurance, or title insurance policy
relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to
payment of any and every kind, and other forms of obligations and receivables,
which at any time constitute all or part or are included in the proceeds of any
of the foregoing) to pay the Certificates as specified herein (items (a) through
(f) above shall be collectively referred to herein as the "Trust Estate").
The foregoing sale, transfer, assignment, set-over and conveyance
does not and is not intended to result in the 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 Agreement, the
Assignment Agreements or under any agreement or instrument relating thereto
except as specifically set forth herein.
Section 2.02 Acceptance by the Trustee. By its execution of this
Trust Agreement, the Trustee acknowledges and declares that it holds and will
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 will 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
the 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.
Section 2.03 REMIC Election and REMIC Designation.
(a) REMIC Election. An election shall be made by the Trustee to
treat the assets of the Trust Estate as a REMIC for federal income tax purposes.
The Senior Certificates and the Subordinate Certificates will constitute the
regular interests in the REMIC, and the Class R Certificates will constitute the
residual interest in the REMIC. The Trust Estate shall have no more than one
REMIC, and all references in the Standard Terms to REMIC I and REMIC II shall be
deemed, in the aggregate, for purposes of this Trust Agreement, to refer to the
REMIC referred to herein.
(b) REMIC Designation. The REMIC shall issue each of the following
Classes of Certificates, each of which shall have the following Certificate
Rates and initial Certificate Balances:
Initial
Class of Certificate Certificate
Certificates Balance Rate
---------------- ----------------- ---------------
Class 1A1 $726,024,000 (1)
Class 1A2 $19,086,000 (1)
Class B1 $10,688,000 (1)
Class B2 $2,672,000 (1)
Class B3 $2,290,000 (1)
Class B4 $763,000 (1)
Class B5 $763,000 (1)
Class B6 $1,146,504 (1)
Class R $100 (1)
------------
(1) For each Distribution Date, the Certificate Rate for these Classes will
equal the Net WAC Rate for such Distribution Date.
(c) REMIC Final Scheduled Distribution. The final scheduled
distribution date for each Class of Certificates is the October 2033
Distribution Date.
ARTICLE III
REMITTING TO CERTIFICATEHOLDERS
Section 3.01 Distributions to Certificateholders.
(a) Distributions. In accordance with Section 3.01(d) of the
Standard Terms and subject to the exceptions set forth below, on each
Distribution Date, the Trustee shall withdraw the aggregate Available
Distribution Amount (less any amounts withdrawn pursuant to Section 3.01(b)(i)
and (ii) of the Standard Terms) and shall distribute it in the following manner
and order of priority:
(i) first, pro rata (based on their respective Accrued Certificate
Interest), to the Class 1A1, Class 1A2 and Class R Certificates, Accrued
Certificate Interest on such classes;
(ii) second, to the Class R Certificates, as principal, the Senior
Principal Distribution Amount until the Certificate Balance thereof has
been reduced to zero; and
(iii) third, pro rata (based on their respective Certificate
Balances) to Class 1A1 and Class 1A2 Certificates, as principal, the
remaining Senior Principal Distribution Amount, until the Certificate
Balance thereof has been reduced to zero; provided, however, that on and
after the Distribution Date on which Certificate Balances of the
Subordinate Certificates have been reduced to zero, the Senior Principal
Distribution Amount will be allocated first to the Class 1A1 Certificates
until the Certificate Balance thereof has been reduced to zero, and then
to the Class 1A2 Certificates, until the Certificate Balance thereof has
been reduced to zero;
(b) subject to the exceptions described below, unless the
Certificate Balances of the applicable Class of Subordinate Certificates has
been previously reduced to zero, the portion of the Available Distribution
Amount remaining after making the distributions described above in paragraph (a)
will be distributed in the following order of priority:
(i) to the Class B1 Certificates, Accrued Certificate Interest on
such Class;
(ii) to the Class B1 Certificates, as principal, their pro rata
share (based on the Certificate Balance thereof) of the Subordinate
Principal Distribution Amount until the Certificate Balance thereof has
been reduced to zero;
(iii) to the Class B2 Certificates, Accrued Certificate Interest on
such Class;
(iv) to the Class B2 Certificates, as principal, their pro rata
share (based on the Certificate Balance thereof) of the Subordinate
Principal Distribution Amount until the Certificate Balance thereof has
been reduced to zero;
(v) to the Class B3 Certificates, Accrued Certificate Interest on
such Class;
(vi) to the Class B3 Certificates, as principal, their pro rata
share (based on the Certificate Balance thereof) of the Subordinate
Principal Distribution Amount until the Certificate Balance thereof has
been reduced to zero;
(vii) to the Class B4 Certificates, Accrued Certificate Interest on
such Class;
(viii) to the Class B4 Certificates, as principal, their pro rata
share (based on the Certificate Balance thereof) of the Subordinate
Principal Distribution Amount until the Certificate Balance thereof has
been reduced to zero;
(ix) to the Class B5 Certificates, Accrued Certificate Interest on
such Class;
(x) to the Class B5 Certificates, as principal, their pro rata share
(based on the Certificate Balance thereof) of the Subordinate Principal
Distribution Amount until the Certificate Balance thereof has been reduced
to zero;
(xi) to the Class B6 Certificates, Accrued Certificate Interest on
such Class;
(xii) to the Class B6 Certificates, as principal, their pro rata
share (based on the Certificate Balance thereof) of the Subordinate
Principal Distribution Amount until the Certificate Balance thereof has
been reduced to zero;
(xiii) to each Class of Certificates in order of seniority, up to
the amount of unreimbursed Realized Losses previously allocated to that
Class, if any (unless the allocation of Realized Losses has reduced any
Class of Certificates to zero on a previous Distribution Date, in which
case no amounts will be reimbursed to that Class); provided, however, that
any amounts distributed pursuant to this paragraph (b)(xiii) will not
cause a further reduction in the Certificate Balance of any Class of
Certificates; and
(xiv) at such time as all other Classes of Certificates have been
paid in full and all Realized Losses previously allocated have been
reimbursed in full (unless the allocation of Realized Losses has reduced
any Class of Certificates to zero on a previous Distribution Date, in
which case no amounts will be reimbursed to that Class), all remaining
amounts to the Residual Certificates.
(c) Notwithstanding subsection (b) above, if the Subordination Level
for any Class of Subordinate Certificates on any Distribution Date is less than
the Subordination Level on the Closing Date for such Class of Certificates (such
Class, the "Affected Subordinate Certificates"), the aggregate portion of the
Principal Prepayment Amount otherwise payable on such Distribution Date to
Classes of Subordinate Certificates will be allocated as follows:
(i) pro rata (based on their respective Certificate Balances) to
each Class of Subordinate Certificates whose Subordination Level equals or
exceeds its initial Subordination Level and the class of Affected
Subordinate Certificates having the lowest numerical designation, or
(ii) if no class of Subordinate Certificates has a Subordination
Level equal to or in excess of its initial Subordination Level, to the
Class of Affected Subordinate Certificates having the lowest numerical
designation up to an amount sufficient to restore its Subordination Level
to its initial Subordination Level, and then to the Class of Affected
Subordinate Certificates having the next lowest numerical designation, in
the same manner.
(d) All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates of such Class based on the outstanding principal
balance of each such Certificate. Payment shall be made either (1) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (2)
with respect to the Regular Certificates, by wire transfer of immediately
available funds to the account of a Holder at a bank or other entity having
appropriate facilities therefor, if such Holder shall have so notified the
Trustee in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and such Holder is the registered
owner of Regular Certificates with an initial principal amount of at least
$1,000,000 (or, with respect to the Junior Subordinate Certificates, at least
$500,000). The Trustee may charge the Holder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar set
forth in the notice of such final distribution.
(e) Any amounts remaining in the Certificate Account on any
Distribution Date after all allocations and distributions required to be made by
this Trust Agreement have been made shall be paid to the Holders of the Class R
Certificates.
Section 3.02 Allocation of Realized Losses and Shortfalls.
(a) Realized Losses.
(i) On each Distribution Date, Realized Losses (other than Excess
Special Losses) realized during the prior calendar month will be allocated
to reduce the Certificate Balances of the Subordinate Certificates in
reverse numerical order, in each case until the Certificate Balance of
each such Class has been reduced to zero. If the Certificate Balances of
all of the Subordinate Certificates have been reduced to zero, further
Realized Losses (other than Excess Special Losses) on the Mortgage Loans
shall be allocated to the Class 1A2 Certificates to reduce the Certificate
Balance of such Class until such Certificate Balance has been reduced to
zero, and thereafter to the Class 1A1 Certificates to reduce the
Certificate Balance of such Class until such Certificate Balance has been
reduced to zero.
(ii) On any Distribution Date, any Excess Special Losses that are
realized during the prior calendar month will be allocated pro rata, based
on their respective Certificate Balances, to all Classes of Certificates.
(iii) Whenever Realized Losses or Excess Special Losses are required
to be allocated to a Class of Certificates, the Realized Loss or Excess
Special Loss shall be allocated to Certificates of such Class based on
their respective outstanding principal amounts.
(b) Interest Shortfall. Notwithstanding anything in the Standard
Terms or this Trust Agreement to the contrary, on each Distribution Date, before
any distributions are made on the Certificates, Shortfall with respect to any
Mortgage Loan shall be allocated to reduce the Accrued Certificate Interest on
each Class of Certificates pro rata, based on the amount of Interest otherwise
owing to each such Class pursuant to clause (i) of the definition of Accrued
Certificate Interest.
(c) Modification Losses. Notwithstanding anything in the Standard
Terms or this Trust Agreement to the contrary, in the event that the Note Rate
on a Mortgage Loan is reduced as a result of a modification, waiver or amendment
of the terms of such Mortgage Loan, whether agreed to by any Servicer or
resulting from a bankruptcy, insolvency or similar proceeding involving the
related Borrower, such modification, waiver or amendment shall be disregarded
for purposes of calculating the Certificate Rate on any Class of Certificates.
Any shortfall resulting from any such modification, waiver or amendment,
however, shall be allocated first, in reverse order of numerical designation, to
the Subordinate Certificates in reduction of the Accrued Certificate Interest on
such Class or Classes of Subordinate Certificates, second, in reverse order of
numerical designation, to the Subordinate Certificates in reduction of the
Certificate Balance of each such Class or Classes of the Subordinate
Certificates, third, to the Class 1A2 Certificates in reduction of the Accrued
Certificate Interest on such Class, and fourth, to the Class 1A2 Certificates in
reduction of the Certificate Balance thereof. Any such remaining shortfalls will
be borne by the Class 1A1 Certificates in reduction of the Accrued Certificate
Interest on such Class, and then in reduction of the Certificate Balance
thereof.
ARTICLE IV
THE SECURITIES
Section 4.01 The Certificates. The Certificates will be designated
generally as the Mortgage Pass-Through Certificates, Series 2003-13. The
aggregate principal amount of Certificates that may be executed and delivered
under this Trust Agreement is limited to $763,432,604, except for Certificates
executed and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Certificates pursuant to Section 5.04 or 5.06 of the Standard
Terms. On the Closing Date, the Trustee shall execute, and the Certificate
Registrar shall authenticate and deliver Mortgage Pass-Through Certificates in
the names and amounts and to the Persons as directed by the Depositor. The table
in Section 2.03(b) sets forth the Classes of Certificates and the initial
Certificate Balance for each Class of the Certificates.
Section 4.02 Denominations. Each of the Senior Certificates and the
Senior Subordinate Certificates shall be issued in fully-registered, book-entry
form and shall be Book-Entry Certificates. The Senior Certificates shall be
issued in minimum denominations of $25,000 initial certificate principal balance
each and multiples of $1 in excess thereof. The Subordinate Certificates will be
issued in minimum denominations of $250,000 initial certificate principal
balance each and multiples of $1 in excess thereof. In addition, one certificate
of each Class (other than the Class R Certificates) may be issued evidencing the
sum of an authorized denomination thereof and the remainder of the aggregate
initial Certificate Balance of such Class. The Class R Certificates will be
issued in percentage interests of 99.99% and 0.01%. Each of the Class R
Certificates and the Junior Subordinate Certificates shall be issued in
fully-registered, certificated form.
Section 4.03 Redemption of Certificates. Notwithstanding anything to
the contrary in Section 9.02 of the Standard Terms, the obligations created by
the Trust Agreement will terminate upon payment to the Certificateholders of all
amounts held in the Collection Account, 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all of the
assets of the Trust by ▇▇▇▇▇ Fargo upon the date on which the aggregate
Scheduled Principal Balance of the Mortgage Loans is equal to or less than 10%
of the aggregate Scheduled Principal Balance of such Mortgage Loans as of the
Cut-Off Date (and if not exercised by ▇▇▇▇▇ Fargo within a period of five
Business Days from the first date on which such condition is satisfied, by the
Depositor). 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
Trustee which will be specified in the notice of termination. Any repurchase of
the assets of the Trust 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 Class B4,
Class B5 and Class B6 Certificates is a Class of Junior Subordinate Certificates
subject to the restrictions on transfer contained in Section 5.05(a) of the
Standard Terms. The Class R Certificates are Residual Certificates subject to
Section 5.05(c) of the Standard Terms.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Request for Opinions. (a) The Depositor hereby requests
and authorizes ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, as its special counsel in this
transaction, to issue on behalf of the Depositor such legal opinions to the
Trustee 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, and Rating Agency or their respective counsels.
(b) The Trustee hereby requests and authorizes its counsel to issue
on its behalf such legal opinions to the Depositor, GSMC and ▇▇▇▇▇▇▇, ▇▇▇▇▇ &
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 ITS PROVISIONS CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
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, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: President (telecopy number (▇▇▇) ▇▇▇-▇▇▇▇ and email addresses:
▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇ and ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇) or such other address, telecopy
number or email address as may hereafter be furnished to each party to the Trust
Agreement in writing by the Depositor, and (b) in the case of the Trustee, ▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Global Debt Services
or such other address or telecopy number as may hereafter be furnished to each
party to the Trust Agreement in writing by the Trustee. The addresses of the
rating agencies required to be stated herein pursuant to Section 11.08(c) of the
Standard Terms is ▇▇▇▇▇'▇ Investors Service, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and Standard & Poor's Ratings Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
[Signature page follows]
IN WITNESS WHEREOF, the Depositor, the Trustee and Custodian have
caused this Trust Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of the day and year first above written.
GS MORTGAGE SECURITIES CORP.,
as Depositor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK
not in its individual capacity, but solely
in its capacity as Trustee and Custodian
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in the County of
New York, this 24th day of November 2003, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a Vice President
for GS Mortgage Securities Corp., a Delaware corporation, on behalf of the
corporation.
/s/ Onyx S. Wellington
--------------------------------------------
Notary Public
Onyx S. Wellington
Notary Public, State of New York
NO. 01WE5041624, Qualified in Bronx County
Certificate filed in New York County
Commission Expires April 10, 2007
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in the County of
New York, this 24th day of November 2003, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a AVP of JPMorgan
Chase Bank, on behalf of the company.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Notary Public
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
NO. ▇▇-▇▇▇▇▇▇▇
Qualified in Kings County
Commission Expires April 22, 2007
SCHEDULE I
MORTGAGE LOANS
EXHIBIT 1A1
FORM OF CLASS 1A1 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS 1A1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CLASS 1A1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS 1A1 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS 1A1 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL
PER ANNUM: 4.531%(1) CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS 1A1 CERTIFICATES AS OF THE
CLOSING DATE: $726,024,000
PERCENTAGE INTEREST: ___%
MINIMUM DENOMINATION: $25,000 AND $1 IN EXCESS OF $25,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF
NOVEMBER 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICER:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO. _ CUSIP NUMBER: 36228F YY 6
ISIN NUMBER: US36228FYY68
-----------------
(1) For each Distribution Date, the Certificate Rate for the Class 1A1
Certificates will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS 1A1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of the
entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold
by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class 1A1 Certificates (the "Class 1A1 Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), among GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
Distributions of principal and interest on this Certificate will generally be
made from collections on Mortgage Loans. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreement. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on this
Class of Certificates as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class 1A1
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust Agreement.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such
Certificateholders is the registered owner of Regular Certificates with an
initial Certificate Balance of at least $1,000,000. The Trustee may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the notice
of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Certificate Balance will be issued to the designated transferee
or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer or the Depositor, in accordance with the Trust
Agreement when the aggregate Scheduled Principal Balance of the Mortgage Loans
equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date. Written notice of termination will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency appointed
by the Trustee which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning assigned to them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------------
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS 1A1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
-----------------------------------
AUTHORIZED OFFICER
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
-------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE ----------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
--------------- (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated: ------------------------------ ------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
-------------------------------------
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a member
firm of the New York Stock Exchange
or another national certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution: Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent
EXHIBIT 1A2
FORM OF CLASS 1A2 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS 1A2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CLASS 1A2 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND
IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS 1A2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS 1A2 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS 1A2 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL
PER ANNUM: 4.531%(2) CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS 1A2 CERTIFICATES AS OF THE
CLOSING DATE: $19,086,000
PERCENTAGE INTEREST: ___%
MINIMUM DENOMINATION: $25,000 AND $1 IN EXCESS OF $25,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF
NOVEMBER 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICER:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO. _ CUSIP NUMBER: 36228F YZ 3
ISIN NUMBER: US36228FYZ34
-----------------
(2) For each Distribution Date, the Certificate Rate for the Class 1A2
Certificates will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS 1A2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of the
entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold
by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class 1A2 Certificates (the "Class 1A2 Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), among GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
Distributions of principal and interest on this Certificate will generally be
made from collections on the Mortgage Loans. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreement. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on this
Class of Certificates as of such Distribution Date, with a final distribution to
be made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class 1A2
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. The
Class 1A2 Certificates will be subordinated to the Class 1A1 Certificates. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust Agreement.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such
Certificateholders is the registered owner of Regular Certificates with an
initial Certificate Balance of at least $1,000,000. The Trustee may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the notice
of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Certificate Balance will be issued to the designated transferee
or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer or the Depositor, in accordance with the Trust
Agreement when the aggregate Scheduled Principal Balance of the Mortgage Loans
equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date. Written notice of termination will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency appointed
by the Trustee which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning assigned to them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------------
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS 1A2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
-----------------------------------
AUTHORIZED OFFICER
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE -----------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
------------------- (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:------------------------------- -------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
-------------------------------------
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a member
firm of the New York Stock Exchange
or another national certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B1
FORM OF CLASS B1 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CLASS B1 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND
IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B1 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B1 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: 4.531%(3) PRINCIPAL BALANCE OF THE CLASS B1
CERTIFICATES: $10,688,000
PERCENTAGE INTEREST: ___%
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF DATE
NOVEMBER 1, 2003 OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICER:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO. _ CUSIP NUMBER: 36228F ZA 7
ISIN NUMBER: US36228FZA73
-----------------
(3) For each Distribution Date, the Certificate Rate for the Class B1
Certificates will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class B1 Certificates (the "Class B1 Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), between GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
Distributions of principal and interest on this Certificate will generally be
made from collections on the Mortgage Loans. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreement. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B1
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust Agreement.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such
Certificateholders is the registered owner of Regular Certificates with an
initial Certificate Balance of at least $1,000,000. The Trustee may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the notice
of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Certificate Balance will be issued to the designated transferee
or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer or the Depositor, in accordance with the Trust
Agreement when the aggregate Scheduled Principal Balance of the Mortgage Loans
equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date. Written notice of termination will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency appointed
by the Trustee which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning assigned to them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------------
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
-----------------------------------
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
-------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE ----------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
------------------- (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated: ------------------------------ -------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
-------------------------------------
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a member
firm of the New York Stock Exchange
or another national certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B2
FORM OF CLASS B2 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CLASS B2 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND
IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B2 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B2 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: 4.531%(1) PRINCIPAL BALANCE OF THE CLASS B2
CERTIFICATES: $2,672,000
PERCENTAGE INTEREST: ___%
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF DATE
NOVEMBER 1, 2003 OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICER:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO. _ CUSIP NUMBER: 36228F ZB 5
ISIN NUMBER: US36228FZB56
-----------------
(1) For each Distribution Date, the Certificate Rate for the B2 Certificates
will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of the
entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold
by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class B2 Certificates (the "Class B2 Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), between GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
Distributions of principal and interest on this Certificate will generally be
made from collections on the Mortgage Loans. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreement. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B2
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust Agreement.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such
Certificateholders is the registered owner of Regular Certificates with an
initial Certificate Balance of at least $1,000,000. The Trustee may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the notice
of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Certificate Balance will be issued to the designated transferee
or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer or the Depositor, in accordance with the Trust
Agreement when the aggregate Scheduled Principal Balance of the Mortgage Loans
equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date. Written notice of termination will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency appointed
by the Trustee which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning assigned to them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
---------------------------------------
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
------------------------------------
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
-------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE ----------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
------------------- (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:------------------------------- -------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
-------------------------------------
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a member
firm of the New York Stock Exchange
or another national certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B3
FORM OF CLASS B3 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS CLASS B3 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND
IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B3 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B3 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: 4.531%(1) PRINCIPAL BALANCE OF THE CLASS B3
CERTIFICATES: $2,290,000
PERCENTAGE INTEREST: ___%
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF DATE
NOVEMBER 1, 2003 OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICER:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO. _ CUSIP NUMBER: 36228F ZC 3
ISIN NUMBER: US36228FZC30
-----------------
(1) For each Distribution Date, the Certificate Rate for the B3 Certificates
will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of the
entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold
by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class B3 Certificates (the "Class B3 Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), between GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
Distributions of principal and interest on this Certificate will generally be
made from collections on the Mortgage Loans. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreement. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B3
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust Agreement.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such
Certificateholders is the registered owner of Regular Certificates with an
initial Certificate Balance of at least $1,000,000. The Trustee may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the notice
of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Certificate Balance will be issued to the designated transferee
or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer or the Depositor, in accordance with the Trust
Agreement when the aggregate Scheduled Principal Balance of the Mortgage Loans
equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date. Written notice of termination will be given to
each Certificateholder, and the final distribution will be made only
upon surrender and cancellation of the Certificates at an office or agency
appointed by the Trustee which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning assigned to them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------------
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
-----------------------------------
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
---------------------------------------------------------------------
------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee) the within
Certificate and does hereby irrevocably constitute and, appoint
------------------ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:
--------------------------------- ----------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
----------------------------------------
SIGNATURE GUARANTEED: The signature must
be guaranteed by a commercial bank or
trust company or by a member firm of the
New York Stock Exchange or another
national certificates exchange.
Notarized or witnessed signatures are
not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B4
FORM OF CLASS B4 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B4 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH CERTIFICATE
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE PURCHASED BY A TRANSFEREE THAT IS OR IS ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A ▇▇▇▇▇
PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH, A "PLAN"), OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA THAT IS SUBJECT TO ANY ESSENTIALLY SIMILAR FEDERAL, STATE
OR LOCAL LAW (A "SIMILAR LAW"), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS
OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW.
THIS CLASS B4 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND
IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B4 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B4 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B4 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: 4.531%(1) PRINCIPAL BALANCE OF THE CLASS B4
CERTIFICATES: $763,000
PERCENTAGE INTEREST: ___%
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF DATE
NOVEMBER 1, 2003 OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICER:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO. _ CUSIP NUMBER: 36228F ZE 9
ISIN NUMBER: US36228FZE95
-----------------
(1) For each Distribution Date, the Certificate Rate for the B4 Certificates
will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B4 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of the
entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold
by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
--------------------
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class B4 Certificates (the "Class B4 Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), between GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
Distributions of principal and interest on this Certificate will generally be
made from collections on the Mortgage Loans. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreement. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the sale
of this Certificate to it is being made in reliance on Rule 144A and (C) is
acquiring this Certificate for its own account or for the account of a Qualified
Institutional Buyer, as the case may be and (2) it understands that this
Certificate has not been and will not be registered under the Securities Act and
may not be reoffered, resold, or otherwise transferred except (A) to person who
the Holder reasonably believes is a Qualified Institutional Buyer in a
transaction meeting the requirements of Rule 144A, and (B) in accordance with
all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B4
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust Agreement.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such
Certificateholders is the registered owner of Regular Certificates with an
initial Certificate Balance of at least $500,000. The Trustee may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the notice
of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Certificate Balance will be issued to the designated transferee
or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer or the Depositor, in accordance with the Trust
Agreement when the aggregate Scheduled Principal Balance of the Mortgage Loans
equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date. Written notice of termination will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency appointed
by the Trustee which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning assigned to them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------------
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
-----------------------------------
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
-----------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee) the within
Certificate and does hereby irrevocably constitute and, appoint
------------------ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated: ----------------------------- ----------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
----------------------------------------
SIGNATURE GUARANTEED: The signature must
be guaranteed by a commercial bank or
trust company or by a member firm of the
New York Stock Exchange or another
national certificates exchange.
Notarized or witnessed signatures are
not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B5
FORM OF CLASS B5 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B5 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH CERTIFICATE
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE PURCHASED BY A TRANSFEREE THAT IS OR IS ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A ▇▇▇▇▇
PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH, A "PLAN"), OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA THAT IS SUBJECT TO ANY ESSENTIALLY SIMILAR FEDERAL, STATE
OR LOCAL LAW (A "SIMILAR LAW"), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS
OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW.
THIS CLASS B5 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND
IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B5 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B5 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B5 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: 4.531%(1) PRINCIPAL BALANCE OF THE CLASS B5
CERTIFICATES: $763,000
PERCENTAGE INTEREST: ___%
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF DATE
NOVEMBER 1, 2003 OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICER:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO._ CUSIP NUMBER: 36228F ZF 6
ISIN NUMBER: US36228FZF60
-----------------
(1) For each Distribution Date, the Certificate Rate for the B5 Certificates
will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B5 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of the
entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold
by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
--------------------
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class B5 Certificates (the "Class B5 Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), between GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
Distributions of principal and interest on this Certificate will generally be
made from collections on the Mortgage Loans. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreement. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the sale
of this Certificate to it is being made in reliance on Rule 144A and (C) is
acquiring this Certificate for its own account or for the account of a Qualified
Institutional Buyer, as the case may be and (2) it understands that this
Certificate has not been and will not be registered under the Securities Act and
may not be reoffered, resold, or otherwise transferred except (A) to person who
the Holder reasonably believes is a Qualified Institutional Buyer in a
transaction meeting the requirements of Rule 144A, and (B) in accordance with
all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B5
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust Agreement.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such
Certificateholders is the registered owner of Regular Certificates with an
initial Certificate Balance of at least $500,000. The Trustee may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the notice
of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Certificate Balance will be issued to the designated transferee
or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer or the Depositor, in accordance with the Trust
Agreement when the aggregate Scheduled Principal Balance of the Mortgage Loans
equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date. Written notice of termination will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency appointed
by the Trustee which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning assigned to them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------------
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B5 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
-----------------------------------
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
---------------------------------------------------------------------
------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee) the within
Certificate and does hereby irrevocably constitute and, appoint
------------------ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:
------------------------------- -------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
----------------------------------------
SIGNATURE GUARANTEED: The signature must
be guaranteed by a commercial bank or
trust company or by a member firm of the
New York Stock Exchange or another
national certificates exchange.
Notarized or witnessed signatures are
not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B6
FORM OF CLASS B6 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B6 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH CERTIFICATE
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE PURCHASED BY A TRANSFEREE THAT IS OR IS ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A ▇▇▇▇▇
PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH, A "PLAN"), OR A GOVERNMENTAL PLAN AS DEFINED IN
SECTION 3(32) OF ERISA THAT IS SUBJECT TO ANY ESSENTIALLY SIMILAR FEDERAL, STATE
OR LOCAL LAW (A "SIMILAR LAW"), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS
OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW.
THIS CLASS B6 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND
IN THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B6 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B6 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B6 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: 4.531%(1) PRINCIPAL BALANCE OF THE CLASS B6
CERTIFICATES: $1,146,504
PERCENTAGE INTEREST: ___%
MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF DATE
NOVEMBER 1, 2003 OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICER:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO. _ CUSIP NUMBER: 36228F ZG 4
ISIN NUMBER: US36228FZG44
-----------------
(1) For each Distribution Date, the Certificate Rate for the B6 Certificates
will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS B6 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
--------------------
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class B6 Certificates (the "Class B6 Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), between GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
Distributions of principal and interest on this Certificate will generally be
made from collections on the Mortgage Loans. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreement. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the sale
of this Certificate to it is being made in reliance on Rule 144A and (C) is
acquiring this Certificate for its own account or for the account of a Qualified
Institutional Buyer, as the case may be and (2) it understands that this
Certificate has not been and will not be registered under the Securities Act and
may not be reoffered, resold, or otherwise transferred except (A) to person who
the Holder reasonably believes is a Qualified Institutional Buyer in a
transaction meeting the requirements of Rule 144A, and (B) in accordance with
all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B6
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account and
related accounts shall be made from time to time for purposes other than
distributions to Holders, such purposes including reimbursement of Advances
made, or certain expenses incurred, with respect to the Mortgage Loans and
administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust Agreement.
Payment shall be made either (1) by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and such
Certificateholders is the registered owner of Regular Certificates with an
initial Certificate Balance of at least $500,000. The Trustee may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the notice
of such final distribution.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Certificate Balance will be issued to the designated transferee
or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer or the Depositor, in accordance with the Trust
Agreement when the aggregate Scheduled Principal Balance of the Mortgage Loans
equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the Cut-Off Date. Written notice of termination will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency appointed
by the Trustee which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning assigned to them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
--------------------------------------
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B6 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
-----------------------------------
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
-----------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
------------------ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:------------------------------- -------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
----------------------------------------
SIGNATURE GUARANTEED: The signature must
be guaranteed by a commercial bank or
trust company or by a member firm of the
New York Stock Exchange or another
national certificates exchange.
Notarized or witnessed signatures are
not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT R
FORM OF CLASS R CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2003-13
CLASS R CERTIFICATE
ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE TRUSTEE A RESIDUAL
TRANSFEREE AFFIDAVIT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AND AN
AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED IN THE TRUST
AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS R CERTIFICATE SHALL BE
PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH GENERALLY INCLUDES
ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE TAX
ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS R
CERTIFICATE. NOTWITHSTANDING THE FULFILLMENT OF THE PREREQUISITES DESCRIBED
ABOVE, THE TRUSTEE MAY REFUSE TO RECOGNIZE A TRANSFER TO THE EXTENT NECESSARY TO
AVOID A RISK OF (1) DISQUALIFICATION OF THE RELATED REMIC AS A REMIC OR (2) THE
IMPOSITION OF A TAX UPON SUCH REMIC. NO TRANSFER OF LESS THAN AN ENTIRE INTEREST
IN A CLASS R CERTIFICATE MAY BE MADE UNLESS (1) THE INTEREST TRANSFERRED IS AN
UNDIVIDED INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS PROVIDED THE
TRUSTEE WITH AN OPINION THAT THE TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS
OF THE REMIC. RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE
FULLY HEREIN.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
AS DESCRIBED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS R CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN THE "REMIC"
DESCRIBED IN THE TRUST AGREEMENT UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, FOR FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS R CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-13
CLASS R CERTIFICATE
INITIAL CERTIFICATE RATE PER AGGREGATE INITIAL CERTIFICATE
ANNUM: 4.531%(1) PRINCIPAL BALANCE OF THE CLASS R
CERTIFICATE: $100
PERCENTAGE INTEREST: ___%
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF
NOVEMBER 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY THE
TRUST: $763,432,605
CLOSING DATE: SERVICERS:
NOVEMBER 28, 2003 ▇▇▇▇▇ FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE:
DECEMBER 26, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK
OCTOBER 25, 2033
NO. _ CUSIP NUMBER: 36228F ZD 1
ISIN NUMBER: US36228FZD13
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(1) For each Distribution Date, the Certificate Rate for the Class R
Certificates will equal the Net WAC Rate for such Distribution Date.
GS MORTGAGE SECURITIES CORP.
MORTGAGE PARTICIPATION PASS THROUGH CERTIFICATES, SERIES 2003-13
CLASS R CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of the
entire beneficial ownership of a pool of certain hybrid adjustable-rate
single family, fully amortizing, first lien Mortgage Loans formed and sold
by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE TRUSTEE, THE
CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT:
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is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class R Certificates (the "Class R Certificates") issued by the trust
(the "Trust") created pursuant to a Trust Agreement, dated as specified above
(the "Trust Agreement"), among GS Mortgage Certificates Corp., as depositor
(hereinafter the "Depositor," which term includes any successor entity under the
Trust Agreement) and JPMorgan Chase Bank, as trustee and custodian (in such
capacities, respectively, the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of a pool of Mortgage Loans. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Trust Agreement
and also is subject to certain terms and conditions set forth in the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between GSMC, as purchaser, and ▇▇▇▇▇ Fargo Home
Mortgage, Inc. ("▇▇▇▇▇ Fargo"), as seller and servicer, to which Sale and
Servicing Agreement the Holder of this Certificate, by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in December 2003 (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Distributions on this Certificate will be paid in accordance with
the terms of the Trust Agreement. Distributions allocated to this Certificate on
any Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the Available Distribution Amount to be distributed on this Class of
Certificates as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-13 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Class Principal Balance of the Class R
Certificate. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. This Certificate will evidence in
the aggregate _____% of the balance of the Class R Certificate.
Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated among the Classes of Certificates on the applicable Distribution
Date in the manner set forth in the Trust Agreement. To the extent provided in
the Trust Agreement, with respect to Realized Losses and interest shortfalls,
the Subordinate Certificates will be subordinated to the Senior Certificates and
each of the Subordinate Certificates will be subordinated to each of the other
Subordinate Certificates with a lower numerical class designation, if any. All
Realized Losses and interest shortfalls on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries in respect of the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on the Certificate Principal Balance of each
such Certificate. Payment shall be made by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date. Final distribution on the
Certificates will be made only upon surrender of the Certificates at the offices
of the Certificate Registrar set forth in the notice of such final distribution.
An election will be made to treat the assets assigned to the Trust
as a real estate mortgage investment conduit ("REMIC") under the Internal
Revenue Code of 1986, as amended (the "Code"). Assuming that the election is
made properly and that certain qualification requirements concerning the
Mortgage Loans and the Certificates are met, the Holder of this Certificate will
be treated for federal income tax purposes as the beneficial owner of a
"residual interest" in the REMIC. Accordingly, the Holder of this Class R
Certificate will be subject to tax on its pro rata share of the taxable income
or net loss on such Holder's "residual interest" in the REMIC. The requirement
that the Holder of this Class R Certificate report its pro rata share of such
income or loss will continue until there are no Certificates of any Class
outstanding.
Pursuant to (and subject to the limitations set forth in) the Trust
Agreement, the Trustee or one of its affiliates, as agent of the REMIC (the "Tax
Matters Person" or "TMP"), will provide each Holder of a Class R Certificate
with information sufficient to enable such Certificateholder to prepare (i) its
federal income tax and information returns and (ii) any reports required by the
Code regarding the Certificates, except where such information is provided to
each such Certificateholder by the Trustee pursuant to the Trust Agreement. As
the holder of a residual interest in a REMIC, the Holder of a Class R
Certificate will have continuing administrative rights and obligations generally
similar to those of a partner with respect to its partnership. Such rights and
obligations principally concern the REMIC's federal income tax and information
returns and the representation of the REMIC in administrative or judicial
proceedings involving the Internal Revenue Service. The TMP, however, will act
on behalf of the Holders of the Class R Certificate as the REMIC's
representative for such proceedings. The REMIC's federal tax and information
returns will be prepared by the TMP, and signed and filed by the Trustee.
Pursuant to the Trust Agreement, if the TMP is unable for any reason to fulfill
its duties as TMP, then the Holder of the largest Percentage Interest of the
Class R Certificate, without compensation, shall become the successor TMP for
the REMIC.
By accepting this Certificate, the Holder of this Certificate agrees
to be bound by the provisions of the Trust Agreement, and in particular, agrees
that it shall (i) take any action required by the Code or Treasury regulations
thereunder in order to create or maintain the REMIC status of the REMIC and (ii)
refrain from taking any action that could endanger such status.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Trustee and the Custodian and the rights of
the Certificateholders under the Trust Agreement at any time by the Depositor,
the Trustee and the Custodian with the consent of the Certificateholders
entitled to at least 51% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Certificateholder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Trust Agreement, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to, the Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof, or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of the same Class in the
same aggregate Class Principal Balance will be issued to the designated
transferee or transferees.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a new
Certificate of the same Class in the same denomination. No service charge will
be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
No transfer of any Class R Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Act") and effective registration or
qualification under applicable state certificates laws, or is made in a
transaction that does not require such registration or qualification. In the
event that a transfer is to be made without registration or qualification under
the Act and applicable state certificates laws, the Trustee shall require that
the transferee certify as to facts that, if true, would mean that the proposed
transferee is a Qualified Institutional Buyer. Neither the Depositor nor the
Trustee is obligated to register or qualify any of the Class R Certificate under
the Act or any other certificates law or to take any action not otherwise
required under the Trust Agreement to permit the transfer of such Certificates
without such registration or qualification. Any such Certificateholder desiring
to effect such transfer shall, and does hereby agree to, indemnify the Depositor
and the Trustee against any liability that may result if the transfer is not
exempt from registration under the Act and all applicable state certificates
laws or is not made in accordance with such federal and state laws.
Notwithstanding anything herein to the contrary, any purported
transfer of a Class R Certificate to or on behalf of a Plan Investor shall be
null and void.
In addition, the Trustee shall not register any transfer of a Class
R Certificate (including any beneficial interest therein) to a Disqualified
Organization. In addition, no Class R Certificate (or any beneficial interest
therein) may be transferred unless the proposed transferee thereof provides the
Trustee with a Residual Transferee Affidavit, which is an affidavit of the
proposed transferee substantially in the form attached as Exhibit F to the
Standard Terms, and the proposed transferor provides a certificate substantially
in the form attached as Exhibit G to the Standard Terms. Notwithstanding the
fulfillment of the prerequisites described above, the Trustee may refuse to
recognize any transfer to the extent necessary to avoid a risk of (i)
disqualification of the REMIC as a REMIC or (ii) the imposition of a tax upon
the REMIC. Any attempted transfer in violation of the foregoing restrictions
shall be null and void and shall not be recognized by the Trustee.
If a tax or a reporting cost is borne by the REMIC as a result of
the transfer of a Class R Certificate (or any beneficial interest therein) in
violation of the restrictions set forth herein and in the Trust Agreement, the
Trustee shall pay such tax or reporting cost with amounts that otherwise would
have been paid to the transferee of the Class R Certificate (or beneficial
interest therein). In that event, neither the transferee nor the transferor
shall have any right to seek repayment of such amounts from the Depositor or the
Trustee, the Trust, the REMIC, or any other Holders, and none of such parties
shall have any liability for payment of any such tax or reporting cost.
The Depositor, the Trustee, the Custodian and the Certificate
Registrar and any agent of the Depositor, the Trustee, the Custodian or the
Certificate Registrar 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, the Custodian, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection Accounts
and the Certificate 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 or the disposition of all property acquired upon
foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets
of the Trust by a Servicer identified in the Trust Agreement or the Depositor,
in accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-Off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Trustee which will be
specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in
respect of the Mortgage Loans shall be made at the Termination Price.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not otherwise defined shall have
the meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
JPMORGAN CHASE BANK,
as Trustee
By:
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AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:
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AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian______
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as Tenants in Act______________
Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
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(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
------------------ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:------------------------------- -------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
certificate in every particular
without alteration or enlargement or
any change whatever.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.