EXHIBIT 4.5.1
TRUST AGREEMENT, DATED AS OF FEBRUARY 1, 2003,
BETWEEN GS MORTGAGE SECURITIES CORP. AND JPMORGAN CHASE BANK
GSR MORTGAGE LOAN TRUST 2003-1
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2003-1
TRUST AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Depositor
and
JPMORGAN CHASE BANK,
as Trustee
Dated as of
February 1, 2003
TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS.....................................................................1
Section 1.01 Standard Terms....................................................1
Section 1.02 Defined Terms.....................................................2
ARTICLE II FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS..............................13
Section 2.01 Conveyance to the Trustee........................................13
Section 2.02 Acceptance by the Trustee........................................14
Section 2.03 REMIC Elections and REMIC Interests Designations.................14
ARTICLE III REMITTING TO CERTIFICATEHOLDERS..............................................18
Section 3.01 Distributions to Certificateholders..............................18
Section 3.02 Allocation of Realized Losses and Shortfalls.....................25
ARTICLE IV THE SECURITIES................................................................26
Section 4.01 The Certificates.................................................26
Section 4.02 Denominations....................................................26
Section 4.03 Redemption of Certificates.......................................27
Section 4.04 Securities Laws Restrictions.....................................27
ARTICLE V MISCELLANEOUS PROVISIONS.......................................................28
Section 5.01 Request for Opinions.............................................28
Section 5.02 Schedules and Exhibits...........................................28
Section 5.03 Governing Law....................................................28
Section 5.04 Counterparts.....................................................28
Section 5.05 Notices..........................................................28
SCHEDULES AND EXHIBITS
Schedule I Pool 1 Mortgage Loans
Schedule II Pool 2 Mortgage Loans
Exhibit A1-1 Form of Class A1-1 Certificate
Exhibit A1-2 Form of Class A1-2 Certificate
Exhibit A1-3 Form of Class A1-3 Certificate
Exhibit A2 Form of Class A2 Certificate
Exhibit X1 Form of Class X1 Certificate
Exhibit X2 Form of Class X2 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 (this "Trust Agreement"), dated as of February
1, 2003, is hereby executed by and among GS MORTGAGE SECURITIES CORP., a
Delaware corporation (the "Depositor") and JPMORGAN CHASE BANK, as trustee
(the "Trustee") under this Trust Agreement and the Standard Terms to Trust
Agreement, February 2003 Edition (the "Standard Terms"), all of the provisions
of which, unless otherwise specified herein, are incorporated herein and shall
be a part of this Trust Agreement as if set forth herein in full.
PRELIMINARY STATEMENT
The Board of Directors of the Depositor has duly authorized the
formation of GSR Mortgage Loan Trust 2003-1 as a trust (the "Trust") to issue
a series of securities with an aggregate initial outstanding principal balance
of $642,769,371 to be known as the Mortgage Pass-Through Certificates, Series
2003-1 (the "Certificates"). The Trust is formed by this Trust Agreement. The
Certificates in the aggregate evidence the entire beneficial ownership in the
Trust. The Certificates consist of thirteen classes as set forth 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 three real estate
mortgage investment conduits (each, a "REMIC" and, individually, "REMIC I,"
"REMIC II" and "REMIC III") for federal income tax purposes. The "startup day"
of each 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 and the
Trustee:
ARTICLE I
DEFINITIONS
Section 1.01 Standard Terms.
The Depositor and the Trustee acknowledge that the Standard Terms
prescribe certain obligations of the Depositor and the Trustee, with respect
to the Certificates. The Depositor and the Trustee 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 to the
applicable 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 existing Custodial Agreements 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 Custody 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 Agreements. In the event of a conflict between the
Standard Terms and the Sale and Servicing Agreements, the Sale and Servicing
Agreements shall govern. In addition, the following provisions shall govern
the defined terms set forth below for this Trust Agreement:
"ABN AMRO": ABN AMRO Mortgage Group, Inc.
"ABN AMRO Mortgage Loans": The Mortgage Loans sold by ABN AMRO
pursuant to the ABN AMRO Sale and Servicing Agreements.
"ABN AMRO Sale and Servicing Agreements": (a) the Seller's Warranties
and Servicing Agreement, dated as of November 1, 2002 and (b) the Seller's
Warranties and Servicing Agreement, dated as of February 1, 2003, each between
GSMC and ABN AMRO.
"Accrued Certificate Interest": Certificate Interest to be
distributed to each Class of Certificates on each Distribution Date consist of
(i) previously accrued Certificate Interest that remained unpaid on the
previous Distribution Date (on a cumulative basis) and (ii) Certificate
Interest accrued for the related Interest Accrual Period. In the case of the
Class X1 Certificates, Accrued Certificate Interest shall include the Class B1
Interest Rate Strip and the Class B2 Interest Rate Strip.
"Administrative Cost Rate": For each Mortgage Loan, the applicable
Servicing Fee Rate and the Trustee Fee Rate.
"Aggregate Principal Distribution Amount": With respect to any
Distribution Date, REMIC I, and each Pool, the Aggregate Principal
Distribution Amount shall be an amount equal to the sum of (i) the Principal
Prepayment Amount for the Mortgage Loans in such Pool, (ii) the principal
portion of all Scheduled Payments due on the Mortgage Loans in such Pool
during the related Due Period, whether or not received, and (iii) the excess
of the Aggregate Principal Distribution Amount for such Pool on the prior
Distribution Date over the principal amount actually paid on the Certificates
or Interests on such date plus, for the first Distribution Date, the
Reconciliation Amount, if any.
"Assignment Agreements": Each of: (a) with respect to the ABN AMRO
Mortgage Loans: (i) the Assignment, Assumption and Recognition Agreement,
dated February 1, 2003, by and among GSMC, the Depositor and ABN AMRO, as
Servicer and (ii) the Assignment, Assumption and Recognition Agreement dated
February 1, 2003, by and among the Trust, the Depositor and ABN AMRO, as
Servicer, (b) with respect to the Cendant Mortgage Loans: (i) the Assignment,
Assumption and Recognition Agreement, dated February 1, 2003, by and among
GSMC, the Depositor and Cendant, as Servicer, and (ii) the Assignment,
Assumption and Recognition Agreement dated February 1, 2003, by and among the
Trust, the Depositor and Cendant, as Servicer, and (c) with respect to the
National City Mortgage Loans: (i) the Assignment, Assumption and Recognition
Agreement, dated February 1, 2003, by and among GSMC, the Depositor and
National City, as Servicer, and (ii) the Assignment, Assumption and
Recognition Agreement, dated February 1, 2003, by and among the Trust, the
Depositor and National City, as Servicer.
"Available Distribution Amount": For any Distribution Date for Pool 1
Mortgage Loans or Pool 2 Mortgage Loans, as the case may be, the sum, for the
relevant Pool, of the following amounts:
(1) the total amount of all cash received from or on behalf
of the mortgagors or advanced by the Servicers on the mortgage loans
and not previously distributed (including Advances made by the
Servicers and proceeds of Mortgage Loans in the applicable Pool 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 in the applicable
Pool after the previous calendar month;
(e) all amounts in the Certificate Account
that are due and reimbursable to the Servicers under the
Sale and Servicing Agreements;
(f) the servicing compensation for each
Mortgage Loan in the applicable Pool net of any amounts
payable as compensating interest by the applicable Servicer
on that Distribution Date relating to Mortgage Loans that it
services; and
(g) any cash crossed over to the other
Pool as a result of allocating Realized Losses to a Pool
other than that in which the Realized Loss occurred.
(2) all Advances made by the Servicers for that Distribution
Date to cover any shortfall resulting when payments due on a Mortgage
Loan are less than the full scheduled payments of principal and
interest due on such Mortgage Loan;
(3) the total amount of any cash received during the
calendar month prior to that Distribution Date by the Trustee or the
Servicers as a result of the repurchase by a Seller of any Mortgage
Loans in the applicable Pool as a result of defective documentation
or breach of representations and warranties; and
(4) any Crossover Amounts received.
If there is a Reconciliation Amount, then on the first Distribution
Date, the amount thereof shall be added to the Available Distribution
Amount by the Trustee (from funds provided to it by the Depositor)
and included in the Available Distribution Amount for the applicable
Pool. On or prior to the first Distribution Date, the Depositor shall
deliver cash sufficient to pay the Reconciliation Amount to the
Trustee. Any portion of such amount not needed to pay the
Reconciliation Amount shall be returned to the Depositor.
"Book-Entry Certificates": The Class A1-1, Class A1-2, Class A1-3,
Class A2, Class B1, Class B2, Class B3, Class X1 and Class X2 Certificates.
"Cendant": Cendant Mortgage Corporation.
"Cendant Mortgage Loans": The Mortgage Loans sold by Cendant pursuant
to the Cendant Sale and Servicing Agreements.
"Cendant Sale and Servicing Agreements": The Mortgage Loan Flow
Purchase, Sale and Servicing Agreement dated as of November 1, 2002, among
GSMC, Cendant and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as amended by the Additional Collateral
Assignment and Servicing Agreement, dated as of November 1, 2002, and as
further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant.
"Certificate Balance": As to any Class of Certificates or Interests
as of the close of business on each Distribution Date, the initial Certificate
Balance thereof (as shown on the charts in Section 2.03(b), (c) and (d))
reduced by all principal payments previously distributed to such Class and all
Realized Losses previously allocated to such Class.
"Certificate Interest": For each class of Certificates or Interests,
other than the Class X 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 the actual number of days in the related
Interest Accrual Period and the denominator of which is 360, and (c) the
applicable Certificate Balance. In the case of the Class X Certificates, the
amount described in Section 2.03.
"Certificate Rate": With respect to each Class of Certificates or
Interests on any Distribution Date, the percentage per annum or other
entitlement to interest described in Section 2.03.
"Class": Each Class of Certificates or REMIC Interests.
"Class A Certificates": The Class A1-1, Class A1-2, Class A1-3 and
Class A2 Certificates.
"Class A1 Certificates": The Class A1-1, Class A1-2 and Class A1-3
Certificates.
"Class A2 Certificates": The Class A2 Certificates.
"Class A Interests": The Class AI and Class AII Interests.
"Class AI Interests": The Class AI-1 and Class AI-2 Interests in
REMIC I.
"Class AII Interests": The Class AII-1, Class AII-2, Class AII-3 and
Class AII-4 Interests in REMIC II.
"Class B Certificate Rate": The Class B Net WAC Rate minus (i) in the
case of the Class B1 Certificates, the Class B1 Interest Rate Strip and (ii)
in the case of the Class B2 Certificates, the Class B2 Interest Rate Strip. In
the case of the Class B3, Class B4, Class B5 and Class B6 Certificates, the
Net WAC Rate.
"Class B Certificates": The Class B1, Class B2, Class B3, Class B4,
Class B5 and Class B6 Certificates.
"Class B Net WAC Rate": For each Distribution Date, the weighted
average of the Certificate Rates on the Class ▇▇-▇, ▇▇-▇, ▇▇-▇ and MB-2
Interests.
"Class BI Interests": The Class BI-1 and Class BI-2 Interests in
REMIC I.
"Class BII Interests": The Class BII-1, Class BII-2, Class BII-3,
Class BII-4, Class BII-5 and Class BII-6 Interests in REMIC II.
"Class B1 Interest Rate Strip": shall have the meaning specified in
Section 2.03 hereof.
"Class B2 Interest Rate Strip": shall have the meaning specified in
Section 2.03 hereof.
"Class Percentage": For each Distribution Date and for each Class of
Certificates or Interests, as applicable, the percentage obtained by dividing
the Certificate Balance of such Class of Certificates or Interests, as
applicable, immediately prior to such Distribution Date by the then aggregate
Certificate Balance of all of the Certificates or Interests, as applicable.
"Class X1 Pass-Through Amount": On any Distribution Date and the
Class X1 Certificates, the amount shown in footnote 6 of Section 2.03(d).
"Class X2 Pass-Through Amount": On any Distribution Date and the
Class X2 Certificates, the amount shown in footnote 7 of Section 2.03(d).
"Closing Date": February 27, 2003.
"CMT Rate": A rate determined based on the average weekly yield on
U.S. Treasury securities adjusted to a constant maturity of one year as
published in Federal Reserve Statistical Release H.15 (519) during the last
full week occurring in the month which occurs one month prior to the
applicable Bond Reset Date, and annually thereafter.
"Collateral Shortfall": With respect to any Distribution Date, any
Pool, and REMIC I, or REMIC III, the amount, if any, by which the Class A
Interest or Interests related to such Pool on such Distribution Date (after
application of all principal distributions other than Crossover Amounts)
exceeds the aggregate Scheduled Principal Balance of all Mortgage Loans in
such Pool (as of the close of the related Due Period) or the Corresponding
Class of AII Interests, in the case of REMIC III.
"Corresponding Class": As to each REMIC I, REMIC II, or REMIC III
Certificate, the Interests or Certificates shown as the "corresponding" Class
or Classes in the applicable chart in Section 2.03.
"Credit Support Depletion Date": The first Distribution Date (if any)
on which the aggregate Certificate Balance of the Class B Certificates has
been or will be reduced to zero.
"Crossover Amounts": For any Distribution Date, either Pool and REMIC
I, the Subordinate Principal Distribution Amount (prior to subtracting
Crossover Amounts pursuant to clause (ii)(b) thereof) multiplied by one minus
a fraction (x) the numerator of which is the Certificate Balance of the Class
AI and Class BI Interests related to such Pool and (y) the denominator of
which is equal to the aggregate outstanding Scheduled Principal Balance of the
Mortgage Loans in such Pool. In addition, if at any time Mortgage Loans remain
outstanding in either Pool but no Interests or Certificates relating to such
Pool remain outstanding (and no losses unreimbursed), any collections from
such Mortgage Loans shall be crossed over to the other Pool.
"Curtailments": Voluntary partial prepayments on a Mortgage Loan
(i.e., not including Liquidation Proceeds, Insurance Proceeds, or Condemnation
Proceeds).
"Custodial Agreements": Each of (a) the Custodial Agreement, dated as
of November 1, 2002, and the Custodial Agreement, dated as of February 1,
2003, each by and among GSMC, ABN AMRO and the Custodian with respect to the
ABN AMRO Mortgage Loans, (b) the Custodial Agreement, dated as of November 1,
2002 and the Custodial Agreement, dated as of December 1, 2002, each by and
among GSMC, Cendant and the Custodian with respect to the Cendant Mortgage
Loans and (c) the Custodial Agreement, dated as of February 1, 2003, by and
among GSMC, National City and the Custodian with respect to the National City
Mortgage Loans.
"Custodian": JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), in its capacity as custodian under each of the Custodial
Agreements.
"Cut-Off Date": February 1, 2003.
"Delinquency Tests": The following two tests which will only be
considered satisfied if on any Distribution Date: (A) the outstanding
principal balance of all Mortgage Loans delinquent 60 days or more (including
Mortgage Loans in foreclosure and real estate owned) averaged over the
preceding three month period is less than or equal to 50% of the aggregate
outstanding principal balance of the Subordinate Certificates as of such
Distribution Date; and (B) cumulative Realized Losses as of the Distribution
Dates prior to or occurring in March 2013, March 2014, March 2015, March 2016
and March 2017 (and each March thereafter) do not exceed 30%, 35%, 40%, 45%
and 50% respectively, of the aggregate initial principal balances 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 will be March 25, 2003.
"Due Date": For any Mortgage Loan, the first day in each calendar
month.
"Due Period": The period beginning on the second day of each calendar
month and ending on, and including, the first day of the succeeding calendar
month.
"Fitch": Fitch, Inc., or its successor.
"GSMC": ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company.
"Interest Accrual Period": Except in the case of the Class A1-2
Certificates and the corresponding REMIC II Interests, the immediately
preceding calendar month. In the case of the Class A1-2 Certificates, the
one-month period beginning the 25th day of the month preceding the related
Distribution Date and ending on and including the 24th day of the month of the
related Distribution Date, except in the case of the first Interest Accrual
Period, which will begin on February 27, 2003.
"JPMorgan Chase": JPMorgan Chase Bank.
"Junior Subordinate Certificates": The Class B4, Class B5 and Class
B6 Certificates and Class BII-4, Class BII-5 and Class BII-6 Interests.
"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": The 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., or its successor.
"Mortgage Loans": The mortgage loans sold by Cendant to GSMC pursuant
to the Cendant Sale and Servicing Agreements, the mortgage loans sold by ABN
AMRO to GSMC pursuant to the ABN AMRO Sale and Servicing Agreements and the
mortgage loans sold by National City to GSMC pursuant to the National City
Sale and Servicing Agreement and, in each case, assigned to the Depositor and
subsequently to the Trust pursuant to the Assignment Agreements.
"Mortgage Pool": The Pool 1 and Pool 2 Mortgage Loans.
"National City": National City Mortgage Co.
"National City Mortgage Loans": The Mortgage Loans sold by National
City pursuant to the National City Sale and Servicing Agreement.
"National City Sale and Servicing Agreement": The Mortgage Loan Sale
and Servicing Agreement, dated as of February 1, 2003, between GSMC and
National City.
"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 Mortgagor.
"Net WAC Rate": With respect to any Distribution Date, REMIC I and
each Pool, the per annum rate equal to a fraction (i) the numerator of which
is the sum, for each Mortgage Loan in such Pool, 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 on such
date, and (ii) the denominator of which is the aggregate Scheduled Principal
Balance of the Mortgage Loans in such Pool as of such date.
"Notional Amount": With respect to the Class X1 and X2 Certificates
and each Distribution Date, an amount equal to the Certificate Balance of the
Class A1 or A2 Certificates respectively, immediately prior to such
Distribution Date.
"P&I Certificates": All Classes of Certificates other than the Class
X Certificates and the Residual Certificate.
"Payoffs": Voluntary prepayments in full on a Mortgage Loan.
"Pool": The Pool 1 Mortgage Loans or the Pool 2 Mortgage Loans.
"Pool 1 Mortgage Loans": The Mortgage Loans identified on Schedule I
hereto.
"Pool 2 Mortgage Loans": The Mortgage Loans identified as such on
Schedule II hereto.
"Prepayment Period": As to each Distribution Date, the preceding
calendar month.
"Principal Payment Amount": For any Distribution Date and any Pool,
the sum of the portion of the Scheduled Payments on the Mortgage Loans due
during the related Due Period that are allocable to principal.
"Principal Prepayment Amount": For any Distribution Date and any
Mortgage Loan, the sum for the Mortgage Loans in a Pool, of all Payoffs and
Curtailments relating to the Mortgage Loans in such Pool that were received
during the preceding calendar month.
"Private Certificates": The Class B4, Class B5 and Class B6
Certificates.
"Qualified Institutional Buyer": Any "qualified institutional buyer"
as defined in clause 7(a) of Rule 144A promulgated under the Securities Act.
"Rating Agency": Fitch or Moody's.
"Realized Loss": With respect to a liquidated Mortgage Loan, the
excess of (a) (i) the outstanding principal balance of the Mortgage Loan, (ii)
all accrued and unpaid interest thereon, and (iii) the amount of all Advances
made by the Servicers and other expenses incurred with respect to such
Mortgage Loan (including expenses of enforcement and foreclosure) over (b)
liquidation proceeds realized from such Mortgage Loan (including, in the case
of any Mortgage Loan with assets pledged in addition to the Mortgaged
Property, amounts received upon the liquidation or conversion of such assets).
Realized Losses may also be realized in connection with unexpected expenses
incurred by the Trust, mortgagor bankruptcies and modifications of defaulted
Mortgage Loans.
"Reconciliation Amount": The difference, if any, between the
aggregate Scheduled Principal Balance of the Mortgage Loans on the Cut-Off
Date and the total amount of Certificates issued on the Closing Date, which
amount shall be no greater than $5,000.
"Record Date": For any Distribution Date, the last Business Day of
the preceding calendar month, except for the Class A1-2 Certificates, for
which the Record Date is the Business Day preceding the Distribution Date.
"Regular Certificates": The Class A, Class X and Class B Certificates.
"Regular Interests": The REMIC I Regular Interests, the REMIC II
Regular Interests and the REMIC III Regular Interests.
"REMIC": Either REMIC I, REMIC II or REMIC III.
"REMIC Interests": Each Class of REMIC interests issued pursuant to
Section 2.03(b) through (d) and identified as "REMIC" Interests therein.
"REMIC I": One of the three real estate mortgage investment conduits
created in the Trust, which consists of the Mortgage Loans and certain other
assets and the REMIC I Distribution Account.
"REMIC I Crossover Amounts": For any Distribution Date, each Pool and
REMIC I, the Subordinate Principal Distribution Amount (prior to subtracting
Crossover Amounts paid to the other Pool, if any) multiplied by one minus a
fraction (x) the numerator of which is the Certificate Balance of the Class AI
and Class BI Interests related to such Pool and (y) the denominator of which
is equal to the aggregate outstanding Scheduled Principal Balance of the
Mortgage Loans in such Pool.
"REMIC I Regular Interests": The regular interests in REMIC I,
consisting of the Class AI-1, Class AI-2, Class MA-1, Class MA-2, Class MB-1,
Class MB-2, Class BI-1 and Class BI-2 Interests.
"REMIC I Residual Interest": The Class R1 Interest which represents
the residual interest (as defined in Code Section 860G(a)(2)) in REMIC I.
"REMIC I Subordinated Balance Ratio": The ratio equal to:
In the case of Pool 1, the excess of (x) the aggregate Scheduled
Principal Balance of the Pool 1 Mortgage Loans over (y) the current
Certificate Balance of the Pool 1 Senior Certificates;
In the case of Pool 2, the excess of (x) the aggregate Scheduled
Principal Balance of the Pool 2 Mortgage Loans over (y) the current
Certificate Balance of the Pool 2 Senior Certificates.
"REMIC II": One of the three real estate mortgage investment conduits
created in the Trust, which consists of the REMIC II Distribution Account and
the REMIC I Regular Interests.
"REMIC II Regular Interests": The regular interests in the REMIC II,
consisting of the Class AII-1, Class AII-2, Class AII-3, Class AII-4, Class
BII-2, Class BII-3, Class BII-4, Class BII-5 and Class BII-6 Interests.
"REMIC II Residual Interest": The Class R2 Interest which represents
the residual interest (as defined in Code section 860G(a)(2)) in REMIC II.
"REMIC III": One of the three real estate mortgage investment
conduits created in the Trust which consists of the Certificate Account and
the REMIC II Regular Interests.
"REMIC III Regular Interests": The regular interests in REMIC III,
consisting of the Class A, Class X and Class B Certificates.
"REMIC III Residual Interest": The Class R3 Interest which represents
the residual interest (as defined in Code Section 860G(a)(2)) in REMIC III.
"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.
"Residual Certificate": The Certificate originally issued by the
Trust, which represents the residual interest in all of the REMICs.
"Residual Certificates": The Class R1, Class R2 and Class R3
Certificates.
"Rule 144A Certificates": The Class B4, Class B5 and Class B6
Certificates.
"Sale and Servicing Agreements": Collectively, (a) the ABN AMRO Sale
and Servicing Agreements, (b) the Cendant Sale and Servicing Agreements and
(c) the National City Sale and Servicing Agreement.
"Sellers": ABN AMRO, Cendant and National City.
"Senior Certificates": The Class A and Class X Certificates, and the
corresponding Interests in REMIC I and REMIC II.
"Senior Liquidation Amount": For any Distribution Date and any Pool,
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 for the
applicable Pool, of the scheduled principal balance of that mortgage loan and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal
derived from such Mortgage Loan.
"Senior Percentage": For each Pool and 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 Class A Certificates related
to such Pool, divided by the aggregate outstanding principal balance of the
Mortgage Loans in such Pool as of the beginning of the Due Period related to
such Distribution Date.
"Senior Prepayment Amount": For any Distribution Date and REMIC II
and REMIC III, the product of (i) the Senior Prepayment Percentage applicable
to a Class AII Interest or a Class A Certificate and (ii) the Principal
Prepayment Amount of the Pool 1 Mortgage Loans or Pool 2 Mortgage Loans, as
applicable, received during the related Prepayment Period.
"Senior Prepayment Percentage": For each Distribution Date, REMIC and
Pool, the Pool 1 and Pool 2 Senior Percentage for such Distribution Date, plus
the percentage of the Subordinate Percentage for such Pool identified below
for the period during which such Distribution Date occurs:
Distribution Date Percent of Subordinate Percentage
----------------- ---------------------------------
March 2003 through February 2013................... 100%
March 2013 through February 2014................... 70%
March 2014 through February 2015................... 60%
March 2015 through February 2016................... 40%
March 2016 through February 2017................... 20%
March 2017 and thereafter.......................... 0%
provided, however, that on any Distribution Date (i) if the Pool 1 or Pool 2
Senior Percentage for that Distribution Date exceeds the initial Pool 1 or
Pool 2 Senior Percentage, respectively, as of the Closing Date, then the Pool
1 or Pool 2 Senior Prepayment Percentage for such Pool and that Distribution
Date will equal 100%; (ii) if before the Distribution Date in March 2006, (x)
the Subordinate Percentage for Pool 1 and Pool 2 for such Distribution Date is
greater than or equal to twice that percentage as of the Closing Date and (y)
aggregate Realized Losses realized in both Pool 1 and Pool 2 are less than or
equal to 20% of the initial aggregate Certificate Balances of the Subordinate
Certificates, then the Pool 1 and Pool 2 Senior Prepayment Percentages for
such Distribution Date will equal the Pool 1 and Pool 2 Senior Percentages, as
applicable, plus 50% of the Subordinate Percentage for that Distribution Date;
and (iii) if on or after the Distribution Date in March 2006, (x) the
Subordinate Percentage for such Distribution Date is greater than or equal to
twice that percentage as of the Closing Date and (y) aggregate Realized Losses
realized in both Pool 1 and Pool 2 are less than or equal to 30% of the
initial aggregate Certificate Balances of the Subordinate Certificates, then
the Pool 1 and Pool 2 Senior Prepayment Percentages for such Distribution Date
will equal the Pool 1 and Pool 2 Senior Percentages, as applicable (the tests
expressed in clauses (ii) and (iii) being referred to as the "two-times
tests"); provided, further, however, that if the Delinquency 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 Senior
Certificates in the percentage required, would reduce the sum of the
Certificate Balances of those certificates below zero, the Pool 1 and Pool 2
Senior Prepayment Percentages, as applicable, for that Distribution Date shall
be limited to the percentage necessary to reduce such sum to zero.
"Senior Principal Distribution Amount": For each Pool on each
Distribution Date, the sum of: (i) the Senior Percentage of the Principal
Payment Amount for such Pool, (ii) the Senior Prepayment Percentage of the
Principal Prepayment Amount for such Pool, (iii) the Senior Liquidation Amount
for such Pool and (iv) crossover amounts, if any, received from the other
Pool.
"Servicers": (a) with respect to the ABN AMRO Mortgage Loans, ABN
AMRO, and its successors or assigns under the ABN AMRO Sale and Servicing
Agreements, (b) with respect to the Cendant Mortgage Loans, Cendant, and its
successors or assigns under the Cendant Sale and Servicing Agreements and (c)
with respect to the National City Mortgage Loans, National City, N.A. and its
successors or assigns under the National City Sale and Servicing Agreement.
"Subordinate Certificates": The Class B Certificates.
"Subordinate Component Balance": For each Pool as of the beginning of
any Due Period, the then outstanding aggregate Scheduled Principal Balance of
the Mortgage Loans in such Pool minus the then outstanding aggregate
Certificate Balance of the related Class A Certificates (and, in the case of
the Pool 2 Mortgage Loans, of the Residual Certificate).
"Subordinate Principal Distribution Amount": For each Pool on any
Distribution Date, the (x) the sum of the Principal Payment Amount, the
Principal Prepayment Amount and the liquidation amount for such Pool, minus
(y) the Senior Principal Distribution Amount, minus (z) Crossover Amounts, if
any, paid to the other Pool.
"Subordination Levels": With respect to any class of Subordinate
Certificates on any specified date and both REMIC II and REMIC III, 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 February 1,
2003, which incorporates by reference the Standard Terms to Trust Agreement
(February 2002 Edition); provided that any references in any documents
required hereunder, including references in documents within the Trustee
Mortgage Loan File, to a Trust Agreement dated as of February 1, 2003, shall
be deemed to refer to this Trust Agreement.
"Trust Estate": As defined in Section 2.01 hereof.
"Trustee": JPMorgan Chase Bank, not in its individual capacity but
solely as Trustee under this Trust Agreement, or its successor in interest, or
any successor trustee appointed as herein provided.
"Trustee Fee": With respect to each Distribution Date, an amount
payable to the Trustee equal to the product of one-twelfth of the Trustee Fee
Rate multiplied by the aggregate Scheduled Principal Balance of the Mortgage
Loans as of the beginning of the Due Period relating to such Distribution
Date.
"Trustee Fee Rate": 0.0025%.
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 and Interests in accordance with their terms, all of the sums
distributable under this Trust Agreement with respect to the Certificates and
the Interests and the performance of the covenants contained in this Trust
Agreement, the Depositor hereby bargains, sells, conveys, assigns and
transfers to the Trustee, in trust, without recourse and for the exclusive
benefit of the Holders of the Certificates, all of the Depositor's right,
title and interest in and to any and all benefits accruing to the Depositor
from: (a) the Mortgage Loans listed on each of Schedule I and Schedule II
hereto, the related Trustee Mortgage Loan Files, and all Monthly Payments due
thereon after the Cut-Off Date and all principal prepayments collected with
respect to the Mortgage Loans and paid by a Borrower on or after the Cut-Off
Date, and proceeds of the conversion, voluntary or involuntary, of the
foregoing; (b) the Sale and Servicing Agreements; provided that the Depositor
hereby reserves its right to indemnification under the Sale and Servicing
Agreements; (c) the Custodial Agreements; (d) the Assignment Agreements; (e)
the 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 and the Certificate Account, whether in the form of
cash, instruments, securities or other property, all proceeds of any mortgage
insurance, mortgage guarantees, hazard insurance, or title insurance policy
relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to
payment of any and every kind, and other forms of obligations and receivables,
which at any time constitute all or part or are included in the proceeds of
any of the foregoing) to pay the REMIC Interests and the Certificates as
specified herein (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 Agreements, 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 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 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.
Section 2.03 REMIC Elections and REMIC Interests Designations.
(a) REMIC Elections. Elections shall be made by the Trustee to treat
the assets of the Trust described in the definition of the term "REMIC I," the
assets of the Trust described in the definition of the term "REMIC II" and the
assets of the Trust described in the definition of the term "REMIC III" as
separate REMICs for federal income tax purposes. The REMIC I Regular Interests
will constitute the regular interests in REMIC I, and the Class R1 Interest
will constitute the residual interest in REMIC I. The REMIC II Regular
Interests will constitute the regular interests in REMIC II, and the Class R2
Interest will constitute the residual interest in REMIC II. The REMIC III
Regular Interests will constitute the regular interests in REMIC III and the
Class R3 Interest will constitute the residual interest in REMIC III.
(b) REMIC I Interests. REMIC I shall issue each of the following
Classes of Interests, each of which shall be a Class of REMIC I Interests,
having the following Certificate Rates and initial Certificate Balances:
REMIC Initial Certificate Certificate Corresponding
Interest Balance Rate Classes
-------- ------- ---- -------
Class AI-1 $561,940,800.30 (1) ▇▇▇-▇, ▇▇▇-▇, ▇▇▇-▇
▇▇-▇, ▇▇-▇, ▇▇-▇
Class AI-2 $ 62,124,786.90 (2) AII-4, A2
Class BI-1 $ 6,426,357.30 (3) N/A (6)
Class BI-2 $ 5,784,421.50 (4) N/A (6)
Class MA-1 $ 2,570,742.90 (1) N/A (6)
Class MA-2 $ 1,285,871.40 (2) N/A (6)
Class MB-1 $ 1,284,871.50 (3) N/A (6)
Class MB-2 $ 1,287,242.23 (4) N/A (6)
Class R1 (7) $ 34 5.117%(5) N/A (6)
(1) On each Distribution Date, the Certificate Rate on the Class
AI-1 Interest and the Class MA-1 Interest will each equal the
Net WAC Rate for the Pool 1 Mortgage Loans.
(2) On each Distribution Date, the Certificate Rate on the Class
AI-2 Interest and the Class MA-2 Interest will each equal the
Net WAC Rate for the Pool 2 Mortgage Loans.
(3) On each Distribution Date, the Certificate Rate on the Class
BI-1 Interest and the Class MB-1 Interest will each be equal
to the Net WAC Rate for the Pool 1 Mortgage Loans.
(4) On each Distribution Date, the Certificate Rate on the Class
BI-2 Interest and the Class MB-2 Interest will each be equal
to the Net WAC Rate for the Pool 2 Mortgage Loans.
(5) On each Distribution Date, the Certificate Rate on the Class
R1 Interests will be equal to the Pool 1 Net WAC Rate, which
for the initial Distribution Date will equal approximately
5.117%.
(6) N/A means not applicable.
(7) As provided in Section 5.04 of the Standard Terms, the Residual
Certificate may be issued in separate certificates.
(c) REMIC II Interests. REMIC II shall issue each of the following
Classes of Interests each of which shall be a Class of REMIC II Interests,
having the following Certificate Rates and initial Certificate Balances:
REMIC Initial Certificate Certificate Corresponding
Interest Balance Rate Classes
-------- ------- ---- -------
Class AII-1 $115,000,000 (1) ▇▇-▇, ▇▇-▇, ▇▇-▇
▇▇▇▇▇ ▇▇▇-▇ ▇▇▇▇,▇▇▇,▇▇▇ (▇) ▇▇-▇, ▇▇-▇
Class AII-3 $330,102,000 (2) A1-3, MA-1
Class AII-4 $62,131,000 (2) A2, MA-2
Class BII-1 $6,427,000 (3) N/A(10)
Class BII-2 $5,785,000 (4) N/A(10)
Class BII-3 $2,571,000 (5) N/A(10)
Class BII-4 $1,286,000 (6) N/A(10)
Class BII-5 $1,285,000 (7) N/A(10)
Class BII-6 $1,287,370.97 (8) N/A(10)
Class R2 $33 5.117%(9)
(1) On each Distribution Date, the Certificate Rate on the Class AII-1,
AII-2 and AII-3 Interests will be equal to the Net WAC Rate for the
Pool 1 Mortgage Loans, which will also equal the interest rate on the
Class MA-1 Interest in REMIC I.
(2) On each Distribution Date, the Certificate Rate on the Class AII-4
Interests will be equal to the Net WAC Rate for the Pool 2 Mortgage
Loans, which will also equal the interest rate on the Class MA-2
Interest in REMIC I.
(3) On each Distribution Date, the Certificate Rate on the Class BII-1
Interest will equal the Class B Net WAC Rate.
(4) On each Distribution Date, the Certificate Rate on the Class BII-2
Interest will equal to the Class B Net WAC Rate.
(5) On each Distribution Date, the Certificate Rate on the Class BII-3
Interest will equal to the Class B Net WAC Rate.
(6) On each Distribution Date, the Certificate Rate on the Class BII-4
Interest will equal to the Class B Net WAC Rate.
(7) On each Distribution Date, the Certificate Rate on the Class BII-5
Interest will equal to the Class B Net WAC Rate.
(8) On each Distribution Date, the Certificate Rate on the Class BII-6
Interest will equal to the Class B Net WAC Rate.
(9) On each Distribution Date, the Certificate Rate on the Class R2
Interest will be equal to the Pool 1 Net WAC Rate, which for the
initial Distribution Date will equal approximately 5.117%.
(10) N/A means not applicable.
(11) As provided in 5.04 of the Standard Terms, the Residual Certificate
may be issued in separate certificates.
(d) REMIC III Interests. REMIC III shall issue the Certificates, with
the designations, initial Certificate Balances and Certificate Rates set forth
below, each of which shall be a Class of REMIC III Interest.
Initial Initial Certificate Final Scheduled
Class Certificate Balance Rate Distribution Date
----- ------------------- ------------------- -----------------
Class A1-1 Certificates $ 115,000,000 4.279%(2) March 25, 2033
Class A1-2 Certificates $ 116,895,000 1.679%(3) March 25, 2033
Class A1-3 Certificates $ 330,102,000 4.320%(4) March 25, 2033
Class A2 Certificates $ 62,131,000 4.603%(5) March 25, 2033
Class X1 Certificates $ 561,997,000 (1) N/A(6) March 25, 2033
Class X2 Certificates $ 62,131,000 (1) N/A(7) March 25, 2033
Class B1 Certificates $ 6,427,000 4.867%(8) March 25, 2033
Class B2 Certificates $ 5,785,000 5.015%(9) March 25, 2033
Class B3 Certificates $ 2,571,000 5.136%(10) March 25, 2033
Class B4 Certificates $ 1,286,000 5.136% (11) March 25, 2033
Class B5 Certificates $ 1,285,000 5.136% (11) March 25, 2033
Class B6 Certificates $ 1,287,370.97 5.136% (11) March 25, 2033
Class R3 Interest $33 5.117%(12) N/A (13)
(1) Notional Amount.
(2) For each Distribution Date on or prior to the November 2007
Distribution Date (the "Group 1 Bond Reset Date"), the Certificate Rate
on the Class A1-1 Certificates will equal the lesser of (x) 4.279% per
annum and (y) the weighted average of the mortgage interest rates on
the Group 1 loans (as of the preceding Due Date before giving effect to
the payments due on that date) less the per annum rates at which each
of the servicing fees and the trustee fees are calculated (the "Group 1
Weighted Average Net Rate"). For each Distribution Date after the Group
1 Bond Reset Date, the Certificate Rate on the Class A1-1 Certificates
will be a per annum rate equal to the lesser of (x) the Group 1
Weighted Average Net Rate and (y) the one year CMT Rate plus 1.75%.
(3) For each Distribution Date on or prior to the Group 1 Bond Reset Date,
the Certificate Rate on the Class A1-2 Certificates will equal the
lesser of (x) 1.679% per annum and (y) the Group 1 Weighted Average Net
Rate. For each Distribution Date after the Group 1 Bond Reset Date, the
Certificate Rate on the Class A1-2 Certificates will be a per annum
rate equal to the lesser of (x) the Group 1 Weighted Average Net Rate
and (y) the one year CMT Rate plus 1.75%.
(4) For each Distribution Date on or prior to the Group 1 Bond Reset Date,
the Certificate Rate on the Class A1-3 Certificates will equal the
lesser of (x) 4.320% per annum and (y) the Group 1 Weighted Average Net
Rate. For each Distribution Date after the Group 1 Bond Reset Date, the
Certificate Rate on the Class A1-3 Certificates will be a per annum
rate equal to the lesser of (x) the Group 1 Weighted Average Net Rate
and (y) the one year CMT Rate plus 1.75%.
(5) For each Distribution Date on or prior to the November 2009
Distribution Date (the "Group 2 Bond Reset Date"), the Certificate Rate
on the Class A2 Certificates will equal (x) the weighted average of the
mortgage interest rates on the Group 2 loans (as of the preceding Due
Date before giving effect to the payments due on that date) less the
per annum rates at which each of the servicing fees and the trustee
fees are calculated (the "Group 2 Weighted Average Net Rate") minus (y)
0.708%. For each Distribution Date after the Group 2 Bond Reset Date,
the Certificate Rate for the Class A2 Certificates will be a per annum
rate equal to the lesser of (x) the Group 2 Weighted Average Net Rate
and (y) the one year CMT Rate plus 1.75%.
(6) The approximate Certificate Rate for the first Distribution Date is
stated as one-twelfth of a percentage of the aggregate Certificate
Balance of the Class A1-1, Class A1-2 and Class A1-3 Certificates (the
"Class X1 Notional Amount"). On each Distribution Date, the Class X1
Certificates will be entitled to receive an amount equal to (x) the sum
of (i) the Group 1 Weighted Average Net Rate minus the Class A1-1
Certificate Rate, (ii) the Group 1 Weighted Average Net Rate minus the
Class A1-2 Certificate Rate and (iii) the Group 1 Weighted Average Net
Rate minus the Class A1-3 Certificate Rate, in each case, multiplied by
(y) one-twelfth and by (z) the Certificate Balance of the Class A1-1,
Class A1-2 and Class A1-3 Certificates, respectively. The holders of
the Class X1 Certificates will also be entitled to receive, on each
Distribution Date, interest "strips" in an amount equal to the sum of
(i) in the case of the Class B1 Certificates, a fixed per annum
percentage equal to approximately 0.270% multiplied by the Certificate
Balance of the Class B1 Certificates (the "Class B1 Interest Rate
Strip") and (ii) in the case of the Class B2 Certificates, a fixed per
annum percentage equal to approximately 0.121% multiplied by the
Certificate Balance of the Class B2 Certificates (the "Class B2
Interest Rate Strip and together with the Class B1 Interest Rate Strip,
the "Class B Stripped Amounts").
(7) The approximate Certificate Rate for the first Distribution Date is
stated as one-twelfth of a percentage of the aggregate Certificate
Balance of the Class A2 Certificates (the "Class X2 Notional Amount").
On each Distribution Date, the Class X2 Certificates will be entitled
to receive an amount equal to (x) the sum of (i) the Group 2 Weighted
Average Net Rate minus (ii) the Class A2 Certificate Rate multiplied by
(y) one-twelfth and by (z) the Certificate Balance of the Class A2
Certificates.
(8) For the initial Distribution Date, the Certificate Rate on the B1
Certificate will equal approximately 4.867% per annum. On each
Distribution Date thereafter, the Class B1 Certificate Rate will equal
the weighted average of the net rates of the two loan groups supporting
the Class B Certificates (as of the preceding Due Date before giving
effect to the payments due on that date) less the Class B1 Interest
Rate Strip.
(9) For the initial Distribution Date, the Certificate Rate on the B2
Certificate will equal approximately 5.015% per annum. On each
Distribution Date thereafter, the Class B2 Certificate Rate will equal
the weighted average of the net rates of the two loan groups supporting
the Class B Certificates (as of the preceding Due Date before giving
effect to the payments due on that date) less the Class B2 Interest
Rate Strip.
(10) For the initial Distribution Date, the Certificate Rate on the B3
Certificate will equal approximately 5.136% per annum. On each
Distribution Date thereafter, the Class B3 Certificate Rate will equal
the weighted average of the net rates of the two loan groups supporting
the Class B Certificates (as of the preceding Due Date before giving
effect to the payments due on that date).
(11) For the initial Distribution Date, the Certificate Rate on the Class
B4, Class B5 and Class B6 Certificates will equal approximately 5.136%
per annum. On each Distribution Date thereafter, the Certificate Rate
on this certificate will equal the Net WAC Rate.
(12) The Certificate Rate on the Class R3 Interest will equal the Group 1
Weighted Average Net Rate which for the initial Distribution Date will
equal approximately 5.117%.
(13) N/A means not applicable
(e) REMIC Final Scheduled Distribution. The final Scheduled
Distribution Date for the Class A REMIC Interests and Class A Certificates is
the March 2033 Distribution Date. The final Scheduled Distribution Date for
the Class B Interests and Certificates is the March 2033 Distribution Date.
ARTICLE III
REMITTING TO CERTIFICATEHOLDERS
Section 3.01 Distributions to Certificateholders.
(a) REMIC I Distributions. In accordance with Section 3.01(b)(iii) 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) for the Pool 1 Mortgage Loans and the Pool 2
Mortgage Loans from the REMIC I Distribution Account, and shall distribute it
in the following manner and order of priority to the REMIC II Distribution
Account (except that payments on the Class R1 Interest will be made to the
Holder of the Residual Certificates (and allocated to the Class R1 Interest)
or to the Holders of the Class R1 Certificate, as applicable):
(i) The Available Distribution Amount for the Pool 1 Mortgage Loans
will be distributed in the following order:
(1) to the Class AI-1, Class MA-1, Class R1 and Class MB-1 Interests, pro
rata, Accrued Certificate Interest;
(2) to the Class R1 Interest, until the Certificate Balances of the Class
R1 Interest has been reduced to zero;
(3) to the Class MA-1 and Class MB-1 Interests, pro rata, so as to keep
the Certificate Balance of the Class MA-1 equal to 0.1% of the aggregate
Scheduled Principal Balance of the Pool 1 Mortgage Loans and to keep the
Certificate Balance of the Class MB-1 Interests equal to 0.1% of the excess of
(x) the aggregate Scheduled Principal Balance of the Pool 1 Mortgage Loans
over (y) the Certificate Balance of the Class A1 Certificates in REMIC III
(except that if any such excess is a larger number than in the preceding
distribution period, the least amount of principal shall be distributed to
such REMIC I Regular Interests such that the Subordinate Balance Ratio is
maintained);
(4) to the Class AI-1 Interest, the remaining Senior Principal
Distribution Amount, minus the principal amount distributed in paragraph (2),
until its Certificate Balance has been reduced to zero;
(5) to the Class BI-1 Interest, Accrued Certificate Interest;
(6) to the Class BI-1 Interest, as principal, the Subordinate Principal
Distribution Amount until its Certificate Balance has been reduced to zero;
(7) to each Class of REMIC I Interests, in order of seniority (with the
Class MA-1 and MB-1 being treated as if pari passu with the Class AI-1
Interests) up to the amount of Realized Losses allocated to each such Class;
and
(8) at such time as all other Classes have been paid in full and all
losses previously allocated have been paid in full, pro rata to the holders of
the Class R Certificate (and allocated to the Class R1 Interest) or to the
Class R1 Certificate, as applicable).
(ii) The Available Distribution Amount for the Pool 2 Mortgage
Loans will be distributed as follows:
(1) to the Class ▇▇-▇, ▇▇-▇, and MB-2 Interests, pro rata, Accrued
Certificate Interest;
(2) to the Class MA-1 and Class MB-1 Interests, pro rata, so as to cause
the Certificate Balance of the Class MA-2 Interest to equal to 0.1% of the
aggregate Scheduled Principal Balance of the Pool 2 Mortgage Loans and to keep
the Certificate Balance of the Class MB-2 Interest to equal 0.1% of the excess
of (x) the aggregate Scheduled Principal Balance of the Pool 2 Mortgage Loans
over (y) the aggregate Certificate Balance of the Class A2 Certificates in
REMIC III (except that if any such excess is a larger number than in the
preceding distribution period, the least amount of principal shall be
distributed to such REMIC I Regular Interests that will maintain the
Subordinate Balance Ratio);
(3) to the Class AI-2 Interest, the Senior Principal Distribution Amount
minus the amount distributed pursuant to paragraph (2), until its Certificate
Balance has been reduced to zero;
(4) to the Class BI-2 Interest, Accrued Certificate Interest;
(5) to the Class BI-2 Interest, as principal, the Subordinate Principal
Distribution Amount for the Pool 2 Mortgage Loans, until its Certificate
Balance is reduced to zero;
(6) to each Class of REMIC I Interests in order of seniority (with the
Class MA-2 and Class MB-2 being treated as if pari passu with the Class AI-2)
up to the amount of Realized Losses allocated to each such Class; and
(7) after all Classes of Certificates are paid in full and all losses
previously allocated have been paid in full, pro rata to the holders of the
Class R Certificate (and allocated to the Class R1 Interest) or to the Class
R1 Certificate, as applicable).
If the Certificate Balance of either the Class BI-1 or Class BI-2
Interest should be reduced to zero before the Class AI and Class M
Certificates related to that Pool (the "Affected Pool") have been paid in
full, then upon the occurrence of any further losses in the Affected Pool,
principal distributions otherwise payable to the remaining Class BI Interest
shall be "crossed over" to the Class AI and Class M Certificates of the
Affected Pool in an amount equal to the lesser of (i) such Realized Losses and
(ii) the remaining Certificate Principal Amount of the remaining Class B1
Interest.
(b) REMIC II Distributions. In accordance with Section 3.01(b)(iii)
of the Standard Terms, on each Distribution Date, after all REMIC Interest
allocations have been made as described in Section 3.01(a) above and Section
3.02 below, the Trustee shall withdraw all amounts allocated to the various
REMIC II Regular Interests and deposited into the REMIC II Distribution
Account and shall allocate and, subject to Section 3.01(d), distribute such
amounts in the following manner and order of priority to the Certificate
Account (except that amounts payable to the Class R2 Residual Interest will be
distributed to the Holders of the Residual Certificates (and allocated to the
Class R2 Interest) or to the Holders of the Class R2 Certificate, as
applicable:
(i) Unless a Credit Support Depletion Date shall have occurred,
the Available Distribution Amount for the Pool 1 Mortgage Loans, which
consists of all of the distributions on the REMIC I Interests with respect to
the Pool 1 Mortgage Loans, will be distributed, subject to the exceptions
listed in Section 3.01(d)-(f):
(1) First, pro rata to the Class AII-1, Class AII-2, Class AII-3 and
Class R2 Interests Accrued Certificate Interest thereon;
(2) Second, as principal, to holders of the Class R2 Interest in REMIC
II, the Senior Principal Distribution Amount for the Pool 1 Mortgage Loans,
until the Certificate Balance thereof has been reduced to zero; and
(3) Third, as principal, to Class AII-1, Class AII-2, Class AII-3
Interests, the remaining Senior Principal Distribution Amount for the Pool 1
Mortgage Loans, in each case until the Certificate Balance of each such class
shall have been reduced to zero.
(ii) Unless a Credit Support Depletion Date shall have occurred,
the remaining Available Distribution Amount for the Pool 2 Mortgage Loans
which consists of all of the distributions on the REMIC I Interests with
respect to the Pool 2 Mortgage Loans will be distributed, subject to the
exceptions listed in Section 3.01(d)-(f):
(1) First, to the Class AII-4 Interest, Accrued Certificate Interest
thereon; and
(2) Second, to the Class AII-4 Interests, as principal, the Senior
Principal Distribution Amount for the Pool 2 Mortgage Loans, in each case
until the Certificate Balance of each such class shall have been reduced to
zero.
(iii) Subject to the exceptions listed in Section 3.01(b)(iii),
unless a Credit Support Depletion Date shall have occurred, the portion of the
Available Distribution Amount for Pool 1 and Pool 2, remaining after making
the distributions specified in Section 3.01(b)(i) and Section 3.01(b)(ii),
will be distributed in the following order of priority:
(1) First, to the Class BII-1 Interests, Accrued Certificate
Interest thereon minus the portion of interest on the Class BII-1 Interests
corresponding to the Class B1 Interest Rate Strip;
(2) Second, as principal, to the Class BII-1 Interests, their
pro rata share of the Subordinate Principal Distribution Amount;
(3) Third, to the Class BII-2 Interests, Accrued Certificate
Interest thereon minus the portion of interest on the Class BII-2 Interests
corresponding to the Class B2 Interest Rate Strip;
(4) Fourth, as principal, to the Class BII-2 Interests, their
pro rata share of the Subordinate Principal Distribution Amount;
(5) Fifth, to the Class BII-3 Interests, Accrued Certificate
Interest thereon;
(6) Sixth, as principal, to the Class BII-3 Interests, their
pro rata share of the Subordinate Principal Distribution Amount;
(7) Seventh, to the Class BII-4, Class BII-5, Class BII-6
Interests, interest and principal in the same manner as for the Class BII-1,
Class BII-2 and Class BII-3 Interests, first to the Class BII-4 Interests,
then to the Class BII-5 Interests and finally to the Class BII-6 Interests;
(8) Eighth, to each Class of Interests in order of seniority,
up to the amount of unreimbursed Realized Losses previously allocated to such
Class, if any; provided, however, that any amounts distributed pursuant to
this Section 3.01(b)(ii)(8) will not cause a further reduction in the Class
principal balances of any of the Interests; and
(9) Ninth, at such time as all other Classes have been paid in
full and all losses previously allocated have been paid in full pro rata to
the Holders of the Class R Interest (and allocated to the Class R2 Interests)
or to the Holders of the Class R2 Certificate, as applicable.
(iv) Notwithstanding paragraph (iii) above, on any Distribution
Date on which the Subordination Level for any Class of Subordinate
Certificates is less than the Subordination Level as of the Closing Date,
distributions among the Subordinate Certificates shall be allocated to
increase such Subordination Level. The Trustee shall identify the most senior
class of Subordinate Certificates for which the Subordination Level is less
than the Subordination Level as of the Closing Date, and the portion of the
Subordinate Principal Distribution Amount otherwise allocable to the Classes
of Subordinate Certificates junior to such Class will instead be allocated
among the more senior Classes of Subordinate Certificates, pro rata in
proportion to the Certificate Balances of those Classes.
(v) If a Credit Support Depletion Date shall occur, on such
Distribution Date and thereafter, distributions of principal on the Class
AII-1, Class AII-2, and Class AII-3 Interests, in the case of Pool 1, and
distributions of principal on the Class AII-4 Interests, in the case of Pool
2, will be made to such Classes pro rata from the applicable Available
Distribution Amount based on their Certificate Balances rather than
sequentially under Section 3.01(b)(i)(3).
(c) REMIC III Distributions. In accordance with Section 3.01(b)(iii)
of the Standard Terms, on each Distribution Date, after all REMIC Interest
allocations have been made as described in Sections 3.01(b) above and
3.02(a)(i) below, the Trustee shall withdraw all amounts allocated to the
various REMIC II Regular Interests and deposited in the Certificate Account,
and shall allocate and, subject to Section 3.01(d), distribute such amounts in
the following manner and order of priority:
(i) Subject to the exceptions listed in Section 3.01(d)-(f) below,
unless a Credit Support Depletion Date shall have occurred, the remaining
Available Distribution Amount for the Pool 1 Mortgage Loans will be
distributed:
(1) First, pro rata to the Class A1-1, Class A1-2, Class A1-3,
Class X1 and the R3 Interest, Accrued Certificate Interest thereon;
(2) Second, as the Senior Principal Distribution Amount for the
Pool 1 Mortgage Loans to the Holder of the Class R3 Certificate, until the
initial Certificate Balance thereof has been reduced to zero; and
(3) Third, to the Class A1-1, Class A1-2 and Class A1-3
Certificates, as principal, the remaining Senior Principal Distribution Amount
for the Pool 1 Mortgage Loans, concurrently as follows:
(▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of the Pool 1 Senior Principal
Distribution Amount to the Class A1-1 Certificates,
until the Certificate Balance thereof has been reduced
to zero,
(▇) ▇▇.▇▇▇▇▇▇▇▇▇▇% of the Pool 1 Senior Principal
Distribution Amount, sequentially, to the Class A1-2 and
Class A1-3 Certificates until the Certificate Balances
thereof have been reduced to zero.
(ii) Subject to the exceptions listed in Section 3.01(d)-(f)
below, unless a Credit Support Depletion Date shall have occurred, the
remaining Available Distribution Amount for the Pool 2 Mortgage Loans will be
distributed:
(1) First, pro rata to the Class A2 and Class X2 Certificates,
Accrued Certificate Interest thereon; and
(2) Second, to the Class A2 Certificates, as principal, the
Senior Principal Distribution Amount for the Pool 2 Mortgage Loans, until the
Certificate Balance of such class shall have been reduced to zero.
(iii) Subject to the exceptions listed in Section 3.01(d), (e) and
(f), unless a Credit Support Depletion Date shall have occurred, the portion
of the Available Distribution Amount for the Pool 1 Mortgage Loans and the
Pool 2 Mortgage Loans remaining after making the distributions specified in
Sections 3.01(c)(i) and 3.01(c)(ii) will be distributed in the following order
of priority:
(1) to the Class B1 Certificates, Accrued Certificate Interest
thereon;
(2) as principal, to the Class B1 Certificates, their pro rata
share of the Subordinate Principal Distribution Amount;
(3) to the Class B2 Certificates, Accrued Certificate Interest
thereon;
(4) as principal, to the Class B2 Certificates, their pro rata
share of the Subordinate Principal Distribution Amount;
(5) to the Class B3 Certificates, Accrued Certificate Interest
thereon;
(6) as principal, to the Class B3 Certificates, their pro rata
share of the Subordinate Principal Distribution Amount;
(7) to the Junior Subordinate Certificates, interest and
principal in the same manner as for the Class B1, Class B2 and Class B3
Certificates, first to the Class B4 Certificates, then to the Class B5
Certificates and finally to the Class B6 Certificates;
(8) to each Class of Certificates in order of seniority, up to
the amount of unreimbursed Realized Losses previously allocated to such Class,
if any; provided, however, that any amounts distributed pursuant to this
Section 3.01(c)(iv)(8) will not cause a further reduction in the Class
principal balances of any of the Certificates; and
(9) at such time as all other Classes have been paid in full
and all losses previously allocated have been paid in full, to the Residual
Certificate (and allocated to the Class R3 Certificate) or to the Class R3
Certificates, as applicable.
(d) Notwithstanding paragraphs (a)(ii) and (b)(iv) above, on any
Distribution Date on which the Subordination Level for any Class of
Subordinate Certificates REMIC II and REMIC III is less than the Subordination
Level as of the Closing Date, distributions among the Subordinate Certificates
of REMIC II and REMIC III shall be allocated to increase such Subordination
Level. The Trustee shall identify the most senior class of Subordinate
Certificates for which the Subordination Level is less than the Subordination
Level as of the Closing Date, and the portion of the Subordinate Principal
Distribution Amount otherwise allocable to the Classes of Subordinate
Certificates REMIC II and REMIC III junior to such Class will instead be
allocated among the more senior Classes of Subordinate Certificates of such
REMIC, pro rata in proportion to the Certificate Balances of those Classes.
(e) If a Credit Support Depletion Date shall occur, on such
Distribution Date and thereafter, distributions of principal on the Class
AII-1, Class AII-2, Class AII-3 and Class AII-4 Interests in REMIC II and the
Class A1-1, Class A1-2, Class A1-3 and Class A2 Certificates will be made to
such Classes, pro rata, within their Mortgage Pool, based on their Certificate
Balances rather than sequentially under Sections 3.01(c)(i)(2) and
3.01(c)(ii)(3).
(f) Notwithstanding paragraphs (b)(ii) and (c)(iv)above, on each
Distribution Date prior to the Credit Support Depletion Date, but after the
reduction of any of the Certificate Balances of the Class AII-3, Class AII-4,
Class A1-3 or Class A2 Certificates to zero, the remaining Class or Classes of
Senior Certificates in REMIC II and REMIC III will be entitled to receive as
principal payments, pro rata based upon their Certificate Balances immediately
prior to such Distribution Date, in addition to any Senior Principal
Distribution Amount related to the applicable Pool, 100% of the Principal
Prepayment Amount on any Mortgage Loan in any other Pool as to which the
related Senior Certificates have been repaid; provided, however, that if (A)
the Subordinate Percentage on such Distribution Date equals or exceeds 200% of
the Subordinate Percentage on the Closing Date and (B) the aggregate Scheduled
Principal Balance of the Mortgage Loans delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust), averaged over the last three months, as a percentage of the
Subordinate Percentage does not exceed 50%, then the additional allocation of
Principal Prepayment Amounts to the Senior Certificates in accordance with
this Section 3.01(c)(vii) will not be made.
(g) 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 Certificate Balance
(or, in the case of the Class X Certificates, the Notional Amount) 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 therefore, if such Holder shall have so notified the Trustee in
writing by 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 Class B4, Class
B5 and Class B6, at least $500,000, and, with respect to the Class X
Certificates, an initial Notional Amount of $5,000,000). 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.
(h) 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 Class R
Certificate (and allocated to the Class R3 Interest) or the Class R3
Certificate, as applicable, and all amounts remaining in REMIC II after
payment in full of all of the REMIC II Regular Interests will be paid to the
Class R2 Interests and all amounts remaining in REMIC I after payment in full
of all Interests and any administrative expenses associated with the Trust,
will be distributed to the Holders of the Class R1 Interests.
Section 3.02 Allocation of Realized Losses and Shortfalls.
(a) Realized Losses.
(i) Realized Losses shall be applied prior to making any
distributions have been made on each Distribution Date in the following order:
(1) Pro rata within each Pool, so as to keep the Certificate Balances of
each REMIC I Regular Interest beginning with the designation "MA" equal to
0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in
the related Pool; and to each REMIC I Regular Interest beginning with the
designation "MB", so that the Certificate Balance of each such REMIC I Regular
Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Pool over (y) the
Certificate Balance of the Senior Certificates in REMIC III of the related
Pool (except that if any such excess is a larger number than in the preceding
distribution period, the least amount of Realized Losses shall be applied to
such REMIC I Regular Interests such that the Subordinate Balance Ratio is
maintained);
(2) the remaining Realized Losses in Pool 1 shall be allocated first to
the Class BI-1 Interest until the Certificate Balance thereof has been reduced
to zero, thereafter pro rata to the Class BI-2 Interest until the Certificate
Balance thereof has been reduced to zero, and thereafter pro rata to the Class
A Interests;
(3) the remaining Realized Losses in Pool 2 shall be allocated first to
the Class BI-2 Interest until the Certificate Balance thereof has been reduced
to zero, thereafter to the Class BI-1 Interests until the Certificate Balances
thereof have been reduced to zero, and thereafter pro rata to the Class A
Interests;
(ii) Realized Losses allocated to REMIC Interests in accordance
with Sections 3.02(a)(i) shall be allocated to the Class B Interests in REMIC
II in reverse sequential order, in each case until the Certificate Balance of
each such Class has been reduced to zero; thereafter, any Realized Losses will
be allocated to the Class A Interests pro rata in proportion to the
Certificate Balances of such Class A Interests immediately prior to the
distribution date.
(iii) Realized Losses allocated to REMIC Interests in accordance
with Section 3.02(a)(i), 3.02(a)(ii) or 3.02(a)(iii) shall be allocated to the
Class B Certificates in REMIC III in reverse sequential order, in each case
until the Certificate Balance of each such Class has been reduced to zero;
thereafter, any Realized Losses will be allocated to the Class of Class A
Interests pro rata based on their outstanding Certificate Balance in each case
until the Certificate Balances of such Class of Certificates have been reduced
to zero.
(b) Interest Shortfall. Notwithstanding anything in the Standard
Terms to the contrary, on each Distribution Date, before any distributions are
made on the Certificates, Month End Interest Shortfall and Soldiers' and
Sailors' Shortfall with respect to the Mortgage Loans in REMIC I shall be
allocated to reduce the amount of interest distributable on the related REMIC
Interests pro rata among Classes in the related Pool. Any Shortfall allocated
to the REMIC Interests in REMIC I in turn shall be allocated to reduce the
amount of interest distributable on the Corresponding Classes of REMIC
Interests in REMIC II, and any Shortfall allocated to the REMIC Interests in
REMIC II in turn shall be allocated to reduce the amount of interest
distributable on the Corresponding Classes of Certificates. Any Shortfall
allocable to the REMIC Interests and Certificates as provided above shall be
treated as a Realized Loss and allocated among such Classes of REMIC Interests
and Certificates in the same manner and order of priority as provided above in
Section 3.02(a).
(c) Modification Losses. In the event that the Note Rate on a
Mortgage Loan is reduced as a result of a modification of the terms of such
Mortgage Loan, such modification shall be disregarded for purposes of
calculating the Certificate Rate on any Class of Certificates or Class of
REMIC Interest. Any shortfall resulting from any such modifications, however,
shall be treated as a Realized Loss occurring on each Distribution Date and
shall be applied to reduce the Certificate Balances of the Certificates and
REMIC Interests in the manner and order of priority set forth above.
ARTICLE IV
THE SECURITIES
Section 4.01 The Certificates.
The Certificates will be designated generally as the Mortgage
Pass-Through Certificates, Series 2003-1. The aggregate principal amount of
Certificates that may be executed and delivered under this Agreement is
limited to $642,769,371, except for Certificates executed and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Section 5.03 or 5.05 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(c) sets forth the Classes of Certificates and the initial Certificate
Balance and Final Distribution Date for each Class of the Certificates.
Section 4.02 Denominations.
Each of the Class A, Class B1, Class B2, Class B3 and Class X
Certificates shall be issued in fully-registered, book-entry form and shall be
Book-Entry Certificates. The Class A1-1, Class A1-2, Class A1-3 and Class A2
Certificates shall be issued in minimum denominations of $25,000 initial class
principal balance each and multiples of $1 in excess thereof. The Class X1 and
Class X2 Certificates shall be issued in minimum denominations of $5,000,000
initial class principal balance each and multiples of $1 in excess thereof.
The Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates
will be issued in minimum denominations of $250,000 initial class principal
balance each and multiples of $1 in excess thereof. In addition, one
Certificate of each Class (other than the Class R Certificate and the Class
R1, Class R2 and Class R3 Certificate) may be issued evidencing the sum of an
authorized denomination thereof and the remainder of the aggregate initial
Certificate Balance (or, in the case of the Class X Certificates, the Notional
Amount) of such Class. The Class R Certificates and Class R1, Class R2 and
Class R3 Certificates, if issued, will be issued in percentage interests of
99.99% and 0.01%. Each of the Class R and Class R1, Class R2 and Class R3,
Class B4, Class B5 and Class B6 Certificates (in the case of the Class R1, R2
and R3 Certificates, if issued) shall be issued in fully-registered,
certificated form.
Section 4.03 Redemption of Certificates.
There shall be no right to redemption pursuant to Section 9.01 of the
Standard Terms. Moreover, 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 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 ABN
AMRO 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 ABN AMRO 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 by the Depositor 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 Private Certificates is a Private Certificate subject to
the restrictions on transfer contained in Section 5.05(a) of the Standard
Terms. Furthermore, each of the Private Certificates is a Rule 144A
Certificate. The Class R Certificate is a Residual Certificate 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 Skadden, Arps,
Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, as its counsel in this transaction, to issue on
behalf of the Depositor such legal opinions to the Trustee and the Rating
Agency as may be (i) required by any and all documents, certificates or
agreements executed in connection with the Trust, or (ii) requested by the
Trustee, the Rating Agency or their respective counsels.
(b) The Trustee hereby requests and authorizes its counsel to issue
on behalf of the Trustee such legal opinions to the Depositor, GSMC and
▇▇▇▇▇▇▇, Sachs & 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 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.
The address of the rating agency required to be stated herein
pursuant to Section 11.08(d) of the Standard Terms is Fitch, Inc., ▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇'▇ Investor Service, Inc.,
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
[Signature page follows]
IN WITNESS WHEREOF, the Depositor and the Trustee 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
1st day of February 2003.
GS MORTGAGE SECURITIES CORP.,
as Depositor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
JPMORGAN CHASE BANK,
not in its individual capacity, but
solely in its capacity as Trustee
under this Trust Agreement
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 27th day of February 2003, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Chief
Executive Officer for GS Mortgage Securities Corp., a Delaware corporation, on
behalf of the corporation.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Notary Public
My Commission expires: March 27, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in the County of
New York, this 26th day of February 2003, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Vice
President of JPMorgan Chase Bank, a New York banking corporation, on behalf of
the company.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------
Notary Public
My Commission expires: April 22, 2003
SCHEDULE I
POOL 1 MORTGAGE LOANS
SCHEDULE II
POOL 2 MORTGAGE LOANS
EXHIBIT A1-1
FORM OF CLASS A1-1 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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 A1-1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS A1-1 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-1 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL CERTIFICATE
PER ANNUM: _.___%(1) PRINCIPAL BALANCE OF THE CLASS A1-1
CERTIFICATES AS OF THE CLOSING DATE:
$___,___,___
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS OF $25,000.
DENOMINATION:
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
AGREEMENT: BALANCE AS OF THE CUT-OFF DATE OF THE
FEBRUARY 1, 2003 MORTGAGE LOANS HELD BY THE TRUST:
$642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. __ CUSIP NO. _________
________________________
(1) For each Distribution Date on or prior to the November 2007 Distribution
Date (the "Group 1 Bond Reset Date"), the Certificate Rate on the Class
A1-1 Certificates will equal the lesser of (x) _.___% per annum and (y)
the weighted average of the mortgage interest rates on the Group 1 loans
(as of the preceding Due Date before giving effect to the payments due on
that date) less the per annum rates at which each of the servicing fees
and the trustee fees are calculated (the "Group 1 Weighted Average Net
Rate"). For each Distribution Date after the Group 1 Bond Reset Date, the
Certificate Rate on the Class A1-1 Certificates will be a per annum rate
equal to the lesser of (x) the Group 1 Weighted Average Net Rate and (y)
the one year CMT Rate plus _.__%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A1-1 Certificates (the "Class A1-1 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), JPMorgan Chase Bank, as Trustee
and custodian (in such capacities the "Trustee" and the "Custodian"), a
summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of two pools 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 (a) a Seller's Warranties and Servicing Agreement,
dated as of November 1, 2002, and a Seller's Warranties and Servicing
Agreement, dated as of February 1, 2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage
Company ("GSMC"), as purchaser and ABN AMRO Mortgage Group, Inc. ("ABN AMRO")
as seller and servicer, (b) a Mortgage Loan Flow Purchase, Sale and Servicing
Agreement, dated as of November 1, 2002, among GSMC, as purchaser, Cendant
Mortgage Corporation ("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust
(formerly known as Cendant Residential Mortgage Trust), as sellers, as amended
by the Additional Collateral Assignment and Servicing Agreement dated as of
November 1, 2002, and as further amended by the Additional Collateral
Assignment and Servicing Agreement, dated as of December 1, 2002, each between
GSMC and Cendant and (c) a Seller's Warranties and Servicing Agreement, dated
as of February 1, 2003 between GSMC, as purchaser, and National City Mortgage
Co. ("National City"), as seller and servicer, (collectively, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 A1-1 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 other Classes of
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 JPMORGAN CHASE BANK,
as Trustee
By:__________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A1-1 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 A1-2
FORM OF CLASS A1-2 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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 A1-2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS A1-2 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-2 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL
PER ANNUM: _.___%(2) CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS A1-2 CERTIFICATES AS OF THE
CLOSING DATE: $___,___,___
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS OF $25,000
DENOMINATION:
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF
FEBRUARY 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _________
____________________
(2) For each Distribution Date on or prior to the Group 1 Bond Reset Date,
the Certificate Rate on the Class A1-2 Certificates will equal the lesser
of (x) _.___% per annum and (y) the Group 1 Weighted Average Net Rate.
For each Distribution Date after the Group 1 Bond Reset Date, the
Certificate Rate on the Class A1-2 Certificates will be a per annum rate
equal to the lesser of (x) the Group 1 Weighted Average Net Rate and (y)
the one year CMT Rate plus _.__%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A1-2 Certificates (the "Class A1-2 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), JPMorgan Chase Bank, as Trustee
and custodian (in such capacities the "Trustee" and the "Custodian"), a
summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of two pools 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 (a) a Seller's Warranties and Servicing Agreement,
dated as of November 1, 2002, and a Seller's Warranties and Servicing
Agreement, dated as of February 1, 2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage
Company ("GSMC"), as purchaser and ABN AMRO Mortgage Group, Inc. ("ABN AMRO")
as seller and servicer, (b) a Mortgage Loan Flow Purchase, Sale and Servicing
Agreement, dated as of November 1, 2002, among GSMC, as purchaser, Cendant
Mortgage Corporation ("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust
(formerly known as Cendant Residential Mortgage Trust), as sellers, as amended
by the Additional Collateral Assignment and Servicing Agreement dated as of
November 1, 2002, and as further amended by the Additional Collateral
Assignment and Servicing Agreement, dated as of December 1, 2002, each between
GSMC and Cendant and (c) a Seller's Warranties and Servicing Agreement, dated
as of February 1, 2003 between GSMC, as purchaser, and National City Mortgage
Co. ("National City"), as seller and servicer, (collectively, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements 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 March 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 Business Day
immediately preceding 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 A1-2 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 other Classes of
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 JPMORGAN CHASE BANK,
as Trustee
By:_______________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A1-2 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 A1-3
FORM OF CLASS A1-3 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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 A1-3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS A1-3 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-3 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL
PER ANNUM: _.___%(3) CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS A1-3 CERTIFICATES AS
OF THE CLOSING DATE: $___,___,___
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $25,000 AND $1 IN EXCESS OF $25,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE
FEBRUARY 1, 2003 CUT-OFF DATE OF THE MORTGAGE
LOANS HELD BY THE TRUST:
CLOSING DATE: $642,769,471
FEBRUARY 27, 2003
SERVICERS:
ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _________
_______________________
(3) For each Distribution Date on or prior to the Group 1 Bond Reset Date,
the Certificate Rate on the Class A1-3 Certificates will equal the lesser
of (x) _.___% per annum and (y) the Group 1 Weighted Average Net Rate.
For each Distribution Date after the Group 1 Bond Reset Date, the
Certificate Rate on the Class A1-3 Certificates will be a per annum rate
equal to the lesser of (x) the Group 1 Weighted Average Net Rate and (y)
the one year CMT Rate plus _.__%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A1-3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A1-3 Certificates (the "Class A1-3 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), JPMorgan Chase Bank, as Trustee
and custodian (in such capacities the "Trustee" and the "Custodian"), a
summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of two pools 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 (a) a Seller's Warranties and Servicing Agreement,
dated as of November 1, 2002, and a Seller's Warranties and Servicing
Agreement, dated as of February 1, 2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage
Company ("GSMC"), as purchaser and ABN AMRO Mortgage Group, Inc. ("ABN AMRO")
as seller and servicer, (b) a Mortgage Loan Flow Purchase, Sale and Servicing
Agreement, dated as of November 1, 2002, among GSMC, as purchaser, Cendant
Mortgage Corporation ("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust
(formerly known as Cendant Residential Mortgage Trust), as sellers, as amended
by the Additional Collateral Assignment and Servicing Agreement dated as of
November 1, 2002, and as further amended by the Additional Collateral
Assignment and Servicing Agreement, dated as of December 1, 2002, each between
GSMC and Cendant and (c) a Seller's Warranties and Servicing Agreement, dated
as of February 1, 2003 between GSMC, as purchaser, and National City Mortgage
Co. ("National City"), as seller and servicer, (collectively, the "Sale and
Servicing Agreements") to which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 A1-3 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 other Classes of
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 JPMORGAN CHASE BANK,
as Trustee
By:_______________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A1-3 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 A2
FORM OF CLASS A2 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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 A2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS A2 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A2 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL
PER ANNUM: _.___%(4) CERTIFICATE PRINCIPAL BALANCE OF
THE CLASS A2 CERTIFICATES AS OF
THE CLOSING DATE: $__,___,___
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $25,000 AND $1 IN EXCESS OF $25,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE
FEBRUARY 1, 2003 CUT-OFF DATE OF THE MORTGAGE
LOANS HELD BY THE TRUST:
$642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _________
__________________________
(4) For each Distribution Date on or prior to the November 2009 Distribution
Date (the "Group 2 Bond Reset Date"), the Certificate Rate on the Class
A2 Certificates will equal (x) the weighted average of the mortgage
interest rates on the Group 2 loans (as of the preceding Due Date before
giving effect to the payments due on that date) less the per annum rates
at which each of the servicing fees and the trustee fees are calculated
(the "Group 2 Weighted Average Net Rate") minus (y) _.___%. For each
Distribution Date after the Group 2 Bond Reset Date, the Certificate Rate
for the Class A2 Certificates will be a per annum rate equal to the
lesser of (x) the Group 2 Weighted Average Net Rate and (y) the one year
CMT Rate plus _.__%. For the initial Distribution Date, the Class A2
Certificate rate will equal _.___%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS A2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A2 Certificates (the "Class A2 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), JPMorgan Chase Bank, as Trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 A2 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 other Classes of
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 JPMORGAN CHASE BANK,
as Trustee
By:________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A2 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 X1
FORM OF CLASS X1 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS X1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE
RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS.
THIS CLASS X1 CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH
RESPECT TO PRINCIPAL.
THIS CLASS X1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1,
CLASS X1 CERTIFICATE
INITIAL CERTIFICATE RATE: _.___%(5) APPROXIMATE INITIAL NOTIONAL
AMOUNT AS OF THE CUT-OFF DATE:
$___,___,___
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $5,000,000 AND $1 IN EXCESS OF
$5,000,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF
FEBRUARY 1, 2003 DATE OF THE MORTGAGE LOANS HELD
BY THE TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _________
_______________________
(5) The approximate Certificate Rate for the first Distribution Date is
stated as one-twelfth of a percentage of the aggregate Certificate
Balance of the Class A1-1, Class A1-2 and Class A1-3 Certificates (the
"Class X1 Notional Amount"). On each Distribution Date, the Class X1
Certificates will be entitled to receive an amount equal to (x) the sum
of (i) the Group 1 Weighted Average Net Rate minus the Class A1-1
Certificate Rate, (ii) the Group 1 Weighted Average Net Rate minus the
Class A1-2 Certificate Rate and (iii) the Group 1 Weighted Average Net
Rate minus the Class A1-3 Certificate Rate, in each case, multiplied by
(y) one-twelfth and by (z) the Certificate Balance of the Class A1-1,
Class A1-2 and Class A1-3 Certificates, respectively. The holders of the
Class X1 Certificates will also be entitled to receive, on each
Distribution Date, interest "strips" in an amount equal to the sum of (i)
in the case of the Class B1 Certificates, a fixed per annum percentage
equal to approximately _.___% multiplied by the Certificate Balance of
the Class B1 Certificates (the "Class B1 Interest Rate Strip") and (ii)
in the case of the Class B2 Certificates, a fixed per annum percentage
equal to approximately _.___% multiplied by the Certificate Balance of
the Class B2 Certificates (the "Class B2 Interest Rate Strip" and
together with the Class B1 Interest Rate Strip, the "Class B Stripped
Amounts").
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS X1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class X1 Certificates (the "Class X1 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), JPMorgan Chase Bank, as Trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate will accrue (based on a 360-day year
of twelve 30-day months) from the first day of the month preceding the month
in which a Distribution Date occurs through the Accounting Date for such
Distribution Date in an amount equal to the excess, if any, of (a) the
weighted average Net Rate on the Mortgage Loans as of the beginning date of
the related Due Period over (b) the weighted average Pass-Through Rate of the
P&I Securities as of such Distribution Date, as further described in the Trust
Agreement. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate's pro rata share of the
aggregate Available Distribution to be distributed on the Certificates of this
Class 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 2003-1 (herein called
the "Certificates"), and representing the Percentage Interest specified on the
face hereof in the Class of Certificates specified on the face hereof. 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.
Interest shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Holders in the manner set forth in the Trust
Agreement. All losses 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 Class X1 Certificates were issued on February 27, 2003 with
original issue discount ("OID") for federal income tax purposes. On each
Distribution Date, the Class X1 Certificates will be entitled to receive an
amount equal to (x) the sum of (i) the Group 1 Weighted Average Net Rate minus
the Class A1-1 Certificate Rate, (ii) the Group 1 Weighted Average Net Rate
minus the Class A1-2 Certificate Rate and (iii) the Group 1 Weighted Average
Net Rate minus the Class A1-3 Certificate Rate, in each case, multiplied by
(y) one-twelfth and by (z) the Certificate Balance of the Class A1-1, Class
A1-2 and Class A1-3 Certificates, respectively. The holders of the Class X1
Certificates will also be entitled to receive, on each Distribution Date,
interest "strips" in an amount equal to the sum of (i) in the case of the
Class B1 Certificates, a fixed per annum percentage equal to approximately
_.___% multiplied by the Certificate Balance of the Class B1 Certificates (the
"Class B1 Interest Rate Strip") and (ii) in the case of the Class B2
Certificates, a fixed per annum percentage equal to approximately _.___%
multiplied by the Certificate Balance of the Class B2 Certificates (the "Class
B2 Interest Rate Strip" and together with the Class B1 Interest Rate Strip,
the "Class B Stripped Amounts"). The actual yield to maturity and OID may
differ from the projected amounts. Certificateholders should be aware that the
methodology for accruing OID on the Class X1 Certificates is not entirely
clear under current law.
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 JPMORGAN CHASE BANK,
as Trustee
By:________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X1 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 X2
FORM OF CLASS X2 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS X2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE
RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS.
THIS CLASS X2 CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH
RESPECT TO PRINCIPAL.
THIS CLASS X2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1,
CLASS X2 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL NOTIONAL AMOUNT
PER ANNUM: _.___%(6) AS OF THE CUT-OFF DATE:$__,___,___
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $5,000,000 AND $1 IN EXCESS OF
$5,000,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE
FEBRUARY 1, 2003 CUT-OFF DATE OF THE MORTGAGE
LOANS HELD BY THE TRUST:
$642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _________
______________________
(6) The approximate Certificate Rate for the first Distribution Date is
stated as one-twelfth of a percentage of the aggregate Certificate
Balance of the Class A2 Certificates (the "Class X2 Notional Amount"). On
each Distribution Date, the Class X2 Certificates will be entitled to
receive an amount equal to (x) the sum of (i) the Group 2 Weighted
Average Net Rate minus (ii) the Class A2 Certificate Rate multiplied by
(y) one-twelfth and by (z) the Certificate Balance of the Class A2
Certificates.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS X2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class X2 Certificates (the "Class X2 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), JPMorgan Chase Bank, as Trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate will accrue (based on a 360-day year
of twelve 30-day months) from the first day of the month preceding the month
in which a Distribution Date occurs through the Accounting Date for such
Distribution Date in an amount equal to the excess, if any, of (a) the
weighted average Net Rate on the Mortgage Loans as of the beginning date of
the related Due Period over (b) the weighted average Pass-Through Rate of the
P&I Securities as of such Distribution Date, as further described in the Trust
Agreement. Interest allocated to this Certificate on any Distribution Date
will be in an amount equal to this Certificate's pro rata share of the
aggregate Available Distribution to be distributed on the Certificates of this
Class 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 Pas-Through Certificates, Series 2003-1 (herein called
the "Certificates"), and representing the Percentage Interest specified on the
face hereof in the Class of Certificates specified on the face hereof. 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.
Interest shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Holders in the manner set forth in the Trust
Agreement. All losses 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 Class X2 Certificates were issued on February 27, 2003 with
original issue discount ("OID") for federal income tax purposes. On each
Distribution Date, the Class X2 Certificates will be entitled to receive an
amount equal to (x) the sum of (i) the Group 2 Weighted Average Net Rate minus
(ii) the Class A2 Certificate Rate multiplied by (y) one-twelfth and by (z)
the Certificate Balance of the Class A2 Certificates. Certificateholders
should be aware that the methodology for accruing OID on the Class X2
Certificates is not entirely clear under current law.
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 JPMORGAN CHASE BANK,
as Trustee
By:_______________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X2 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 2003-1
CLASS B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1,
CLASS B1 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: _.___%(7) PRINCIPAL BALANCE OF THE CLASS B1
CERTIFICATES: $_,___,___
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $250,000 AND $1 IN EXCESS OF
$250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE
FEBRUARY 1, 2003 CUT-OFF DATE OF THE MORTGAGE LOANS
HELD BY THE TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _________
____________________________
(7) For the initial Distribution Date, the Certificate Rate on the B1
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B1 Certificate Rate will equal
the weighted average of the net rates of the two loan groups supporting
the Class B Certificates (as of the preceding Due Date before giving
effect to the payments due on that date) less the Class B1 Interest Rate
Strip.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS B1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
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"), among GS Mortgage Certificates Corp.,
as Depositor (hereinafter the "Depositor," which term includes any successor
entity under the Trust Agreement), JPMorgan Chase Bank, as Trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 other Classes of
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.
This Certificate was issued on February 27, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B1 Certificate Rate will equal the weighted average
of the net rates of the two loan groups supporting the Class B Certificates
(as of the preceding Due Date before giving effect to the payments due on that
date) less the Class B1 Interest Rate Strip. The actual yield to maturity and
OID amounts may differ from the projected amounts.
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 2003-1
CLASS B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1,
CLASS B2 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: _.___%(8) PRINCIPAL BALANCE OF THE CLASS B2
CERTIFICATES: $_,___,___
PERCENTAGE INTEREST: 100%
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
FEBRUARY 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY THE
TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _________
___________________________
(8) For the initial Distribution Date, the Certificate Rate on the B2
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B2 Certificate Rate will equal
the weighted average of the net rates of the two loan groups supporting
the Class B Certificates (as of the preceding Due Date before giving
effect to the payments due on that date) less the Class B2 Interest Rate
Strip.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS B2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
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"), among GS Mortgage Certificates Corp.,
as Depositor (hereinafter the "Depositor," which term includes any successor
entity under the Trust Agreement), JPMorgan Chase Bank, as Trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 other Classes of
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.
This Certificate was issued on February 27, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B2 Certificate Rate will equal the weighted average
of the net rates of the two loan groups supporting the Class B Certificates
(as of the preceding Due Date before giving effect to the payments due on that
date) less the Class B2 Interest Rate Strip. The actual yield to maturity and
OID amounts may differ from the projected amounts.
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 2003-1
CLASS B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CUSTODIAN 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1,
CLASS B3 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: _.___%(9) PRINCIPAL BALANCE OF THE CLASS B3
CERTIFICATES: $_,___,___
PERCENTAGE INTEREST: 100%
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
FEBRUARY 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _________
____________________
(9) For the initial Distribution Date, the Certificate Rate on the B3
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B3 Certificate Rate will equal
the weighted average of the net rates of the two loan groups supporting
the Class B Certificates (as of the preceding Due Date before giving
effect to the payments due on that date).
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS B3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
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"), among GS Mortgage Certificates Corp.,
as Depositor (hereinafter the "Depositor," which term includes any successor
entity under the Trust Agreement), JPMorgan Chase Bank, as Trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 other Classes of
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.
This Certificate was issued on February 27, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B3 Certificate Rate will equal the weighted average
of the net rates of the two loan groups supporting the Class B Certificates
(as of the preceding Due Date before giving effect to the payments due on that
date). The actual yield to maturity and OID amounts may differ from the
projected amounts.
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 2003-1
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.
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
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 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1,
CLASS B4 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: _.___%(10) PRINCIPAL BALANCE OF THE CLASS B4
CERTIFICATES: $_,___,___
PERCENTAGE INTEREST: 100%
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
FEBRUARY 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. ___________
_______________________
(10) For the initial Distribution Date, the Certificate Rate on the Class B4,
Class B5 and Class B6 Certificates will equal approximately _.___% per
annum. On each Distribution Date thereafter, the Certificate Rate on this
certificate will equal the Net WAC Rate.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS B4 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
GS Mortgage Loan Trust, Series 2003-1, a business trust organized and
existing under the laws of the State of New York (herein referred to as the
"Trust"), for value received, hereby promises to pay to ____________________,
or registered assigns, upon presentation and surrender of this Certificate
(the "Class B4 Certificate") the principal sum of U.S. $_,___,___ payable as
set forth below and in the Trust Agreement referred to below.
The Trust was 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), JPMorgan Chase Bank, as trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 other Classes of
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.
This Certificate was issued on February 27, 2003 with original issue
discount ("OID") for federal income tax purposes. For the Initial Distribution
Date, the Certificate Rate on these Certificates will equal approximately
_.___%. On each Distribution Date thereafter, the Certificate Rate on this
certificate will equal the weighted average of the net rates of the two loan
groups supporting the Class B Certificates. The actual yield to maturity and
OID amounts may differ from the projected amounts.
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 2003-1
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.
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
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 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1,
CLASS B5 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: _.___%(11) PRINCIPAL BALANCE OF THE CLASS B5
CERTIFICATES: $_,___,___
PERCENTAGE INTEREST: 100%
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
FEBRUARY 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED RUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 USTODIAN: JPMORGAN CHASE BANK
NO. _ USIP NO. ___________
________________________
(11) For the initial Distribution Date, the Certificate Rate on the Class B4,
Class B5 and Class B6 Certificates will equal approximately _.___% per
annum. On each Distribution Date thereafter, the Certificate Rate on this
certificate will equal the Net WAC Rate.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS B5 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
GS Mortgage Loan Trust, Series 2003-1, a business trust organized and
existing under the laws of the State of New York (herein referred to as the
"Trust"), for value received, hereby promises to pay to ____________________,
or registered assigns, upon presentation and surrender of this Certificate
(the "Class B5 Certificate") the principal sum of U.S. $_,___,___ payable as
set forth below and in the Trust Agreement referred to below.
The Trust was 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), JPMorgan Chase Bank, as trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 other Classes of
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.
This Certificate was issued on February 27, 2003 with original issue
discount ("OID") for federal income tax purposes. For the Initial Distribution
Date, the Certificate Rate on these Certificates will equal approximately
_.___%. On each Distribution Date thereafter, the Certificate Rate on this
certificate will equal the weighted average of the net rates of the two loan
groups supporting the Class B Certificates. The actual yield to maturity and
OID amounts may differ from the projected amounts.
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 2003-1
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.
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
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 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1,
CLASS B6 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE
PER ANNUM: _.___%(12) PRINCIPAL BALANCE OF THE CLASS B6
CERTIFICATES: $_,___,___
PERCENTAGE INTEREST: 100%
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
FEBRUARY 1, 2003 DATE OF THE MORTGAGE LOANS HELD
BY THE TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. ___________
_______________________
(12) For the initial Distribution Date, the Certificate Rate on the Class B4,
Class B5 and Class B6 Certificates will equal approximately _.___% per
annum. On each Distribution Date thereafter, the Certificate Rate on this
certificate will equal the Net WAC Rate.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS B6 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of two pools 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.
GS Mortgage Loan Trust, Series 2003-1, a business trust organized and
existing under the laws of the State of New York (herein referred to as the
"Trust"), for value received, hereby promises to pay to ____________________,
or registered assigns, upon presentation and surrender of this Certificate
(the "Class B6 Certificate") the principal sum of U.S. $_,___,___ payable as
set forth below and in the Trust Agreement referred to below.
The Trust was 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), JPMorgan Chase Bank, as trustee and
custodian (in such capacities the "Trustee" and the "Custodian"), a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools 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 (a)
a Seller's Warranties and Servicing Agreement, dated as of November 1, 2002,
and a Seller's Warranties and Servicing Agreement, dated as of February 1,
2003, each between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company ("GSMC"), as purchaser and
ABN AMRO Mortgage Group, Inc. ("ABN AMRO") as seller and servicer, (b) a
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
November 1, 2002, among GSMC, as purchaser, Cendant Mortgage Corporation
("Cendant") and ▇▇▇▇▇▇'▇ Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust), as sellers, as amended by the Additional
Collateral Assignment and Servicing Agreement dated as of November 1, 2002,
and as further amended by the Additional Collateral Assignment and Servicing
Agreement, dated as of December 1, 2002, each between GSMC and Cendant and (c)
a Seller's Warranties and Servicing Agreement, dated as of February 1, 2003
between GSMC, as purchaser, and National City Mortgage Co. ("National City"),
as seller and servicer, (collectively, the "Sale and Servicing Agreements") to
which Sale and Servicing Agreements 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 March 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.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. 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 2003-1 (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 other Classes of
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.
This Certificate was issued on February 27, 2003 with original issue
discount ("OID") for federal income tax purposes. For the Initial Distribution
Date, the Certificate Rate on these Certificates will equal approximately
_.___%. On each Distribution Date thereafter, the Certificate Rate on this
certificate will equal the weighted average of the net rates of the two loan
groups supporting the Class B Certificates. The actual yield to maturity and
OID amounts may differ from the projected amounts.
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 Custodian in writing by 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 Custodian 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 66% 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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Servicers, the Trustee, Custodian and the
Certificate Registrar and any agent of the Depositor, the Servicers, 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
Servicers, 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 Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued and unpaid interest
thereon, to the last day in the month in which the Termination Price is
distributed to Certificateholders, plus the lesser of (i) the Scheduled
Principal Balance of the Mortgage Loan for any REO Property remaining in the
Trust, plus accrued and unpaid interest thereon at the Certificate Rate (less
the related Servicer Fee Rate), to the last day in the month in which the
Termination Price is distributed to Certificateholders, and (ii) the current
appraised value of any such REO Property, such appraisal to be conducted by an
appraiser satisfactory to the Custodian (the "Par Price"), or (b) the greater
of (i) the Par Price and (ii) the sum of the aggregate fair market value of
all of the assets of the Trust (as determined by the Custodian in consultation
with the Underwriter (or, if the Underwriter is unwilling or unable to serve
in that capacity, a financial advisor selected by the Custodian in a
commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the Trust
Agreement.
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 given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February 27, 2003 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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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 2003-1
CLASS R CERTIFICATE
ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE CUSTODIAN A RESIDUAL
TRANSFEREE AGREEMENT 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 CUSTODIAN 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 CUSTODIAN WITH AN OPINION THAT THE TRANSFER WILL
NOT JEOPARDIZE THE REMIC STATUS OF THE RELATED REMIC; PROVIDED HOWEVER THAT IN
ACCORDANCE WITH THE TRUST AGREEMENT, ANY HOLDER OF THE RESIDUAL INTEREST IN
REMIC I, REMIC II OR REMIC III MAY REQUEST THAT SEPARATE CERTIFICATES BE
ISSUED TO THE HOLDERS OF EACH RESIDUAL INTEREST. 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
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 "ISSUING
REMIC" DESCRIBED IN THE TRUST AGREEMENT REFERRED TO HEREIN 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 CUSTODIAN.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-1
CLASS R CERTIFICATE
INITIAL CERTIFICATE RATE PER AGGREGATE INITIAL CERTIFICATE
ANNUM: _.___%(13) PRINCIPAL BALANCE OF THE CLASS R
CERTIFICATE: $100
PERCENTAGE INTEREST: _____%
DENOMINATION: $100
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED
AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF
FEBRUARY 1, 2003 DATE OF THE MORTGAGE LOANS HELD BY
THE TRUST: $642,769,471
CLOSING DATE: SERVICERS:
FEBRUARY 27, 2003 ABN AMRO MORTGAGE GROUP, INC.
CENDANT MORTGAGE CORPORATION
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
MARCH 25, 2003
FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK
DISTRIBUTION DATE:
MARCH 25, 2033 CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. ___________
________________________
(13) The Certificate Rate will equal the Group 1 Weighted Average Net Rate
which for the initial Distribution Date will equal approximately _.___%.
GS MORTGAGE SECURITIES CORP.
MORTGAGE PARTICIPATION PASS THROUGH CERTIFICATES, SERIES 2003-1
CLASS R CERTIFICATE
evidencing a beneficial ownership interest in a Trust that consists
primarily of two pools of residential mortgage loans secured by first
liens on real estate (the "Mortgage Loans") formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GS
MORTGAGE SECURITIES CORP., THE SERVICERS, THE CUSTODIAN, THE TRUSTEE 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 R Certificate (the "Class R Certificate") issued by
the trust (the "Trust") created pursuant to a trust agreement, dated as
specified above (the "Trust Agreement"), between GS Mortgage Securities Corp.,
as Depositor (hereinafter the "Depositor," which term includes any successor
entity under the Trust Agreement), JPMorgan Chase Bank, as Trustee and
Custodian (in such capacities the "Trustee" and the "Custodian") a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust
consists primarily of two pools of Mortgage Loans. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Trust
Agreement and represents the residual interests in REMIC I, REMIC II and REMIC
III and with respect to which Trust 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 March 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 2003-1 (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.
This Certificate represents the residual interests in REMIC I, REMIC
II and REMIC III. Any Holder of this Certificate may, at any time and in
accordance with the terms of the Trust Agreement, request that the Trustee
exchange this Certificate in exchange for separate certificates each
separately representing the residual interests in REMIC I, REMIC II and REMIC
III and designated as the Class R1, Class R2 and Class R3, respectively.
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 other Classes of
Certificates, and the Class B Certificates will be subordinated to the Class A
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 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 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 certain of the assets assigned to
the Trust as three separate real estate mortgage investment conduits
("REMICs") under the Internal Revenue Code of 1986, as amended (the "Code").
Assuming that the elections are 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 each of the corresponding
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 each of the corresponding 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 Custodian 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 Custodian
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 REMICs'
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 REMICs' representative for such proceedings. The REMIC's
federal tax and information returns will be prepared by the TMP, and signed
and filed by the Custodian. 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 Issuing 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 each
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 and the Custodian and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor and
the Custodian with the consent of the Holders of Certificates entitled to at
least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange 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 holders of any of the Certificates.
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 Custodian or such other offices or
agencies appointed by the Custodian 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 Custodian 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 Custodian 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 Custodian 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 Custodian 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 Custodian 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 Custodian 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 Custodian with (i) a Residual Transferee Agreement and (ii) (A) if the
proposed transferee is a Non-U.S. Person, an affidavit of the proposed
transferee in substantially the form attached as Exhibit G-1 to the Standard
Terms and a certificate of the transferor stating whether the Class R
Certificate has "tax avoidance potential" as defined in Treasury Regulations
Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an
affidavit of the proposed transferee in substantially the form attached as
Exhibit G-2 to the Standard Terms. Notwithstanding the fulfillment of the
prerequisites described above, the Custodian 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 Custodian.
If a tax or a reporting cost is borne by a 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
Custodian 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 Custodian, the Trust, any 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 Servicers, the Trustee, the Custodian, the
Certificate Registrar and any agent of the Depositor, the Servicers, 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 Servicers, 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
Custodian 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 a price equal to the greater of
(a) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in
the Trust on the day of such purchase, plus accrued interest thereon at the
Certificate Rate (less the related Servicing Fee Rate) to the last day in the
month in which the Termination Price is distributed to Certificateholders,
plus the lesser of (i) the Scheduled Principal Balance of the Mortgage Loan
for any REO Property remaining in the Trust, plus accrued interest thereon at
the Certificate Rate (less the related Servicing Fee Rate) to the last day in
the month in which the Termination Price is distributed to Certificateholders,
and (ii) the current appraised value of any such REO Property, such appraisal
to be conducted by an appraiser satisfactory to the Custodian, and (b) the sum
of the aggregate fair market value of all of the assets of the Trust (as
determined by the Custodian in consultation with the Underwriter (or, if the
Underwriter is unwilling or unable to serve in that capacity, a financial
advisor selected by the Custodian in a commercially reasonable manner, whose
fees will be an expense of the Depositor (or of such other person causing such
Termination Purchase)) based upon the mean of bids from at least three
recognized broker/dealers that deal in similar assets) as of the close of
business on the third Business Day preceding the date upon which notice of any
such termination is furnished to Certificateholders pursuant to the Trust
Agreement. The fair market value of the assets in the Trust or the appraised
value of any REO Property shall be based upon the inclusion of accrued
interest to the last day of the month in which the Termination Price is
distributed to the Certificateholders, at the applicable Certificate Rate
(less the related Servicing Fee Rate) on the Scheduled Principal Balance of
each Mortgage Loan (including any Mortgage Loan which became an REO Property
as to which an REO Disposition has not occurred).
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: February 27, 2003 JPMORGAN CHASE BANK,
as Trustee
BY: ______________________________
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: ______________________________
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 Under Uniform Gifts to
rights of survivorship and not Minors Act______________
as Tenants in 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.