GS Mortgage Securities Corp – ‘424B5’ on 11/23/05 re: GSAMP Trust 2005-HE5

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Prospectus   —   Rule 424(b)(5)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus Supplement and Base                       339   2.10M 

Document Table of Contents

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 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 17, 2005

$855,339,200
(Approximate)(1)
 Mortgage Pass-Through Certificates, Series 2005-HE5

GSAMP TRUST 2005-HE5
Issuer

GS MORTGAGE SECURITIES CORP.
 Depositor

LITTON LOAN SERVICING LP
Servicer

The following securities are being offered:                                     

APPROXIMATE                                     
INITIAL CLASS                                     
             PRINCIPAL      PASS-THROUGH                         RATINGS
CLASS            BALANCE(1)         RATE             TYPE         (S&P/MOODY'S) 
------------   -------------   -------------   ----------------   ------------- 
A-1            $ 405,814,000     Variable(2)        Senior           AAA/Aaa    
A-2A           $ 147,890,000     Variable(3)        Senior           AAA/Aaa    
A-2B           $  45,328,000     Variable(4)        Senior           AAA/Aaa    
A-2C           $  53,171,000     Variable(5)        Senior           AAA/Aaa    
A-2D           $  46,362,000     Variable(6)        Senior           AAA/Aaa    
M-1            $  36,888,000     Variable(7)      Subordinate        AA+/Aa1    
M-2            $  33,660,000     Variable(8)      Subordinate        AA+/Aa2    
M-3            $  23,516,000     Variable(9)      Subordinate        AA+/Aa3    
M-4            $  16,600,000    Variable(10)      Subordinate         AA/A1     
M-5            $  16,599,000    Variable(11)      Subordinate         AA-/A2    
M-6            $  14,294,000    Variable(12)      Subordinate         A+/A3     
M-7            $  15,217,000    Variable(13)      Subordinate         A/Baa1    
R-1            $          50       N/A(14)      Senior/Residual      AAA/Aaa    
R-2            $         100       N/A(14)      Senior/Residual      AAA/Aaa    
R-3            $          50       N/A(14)      Senior/Residual      AAA/Aaa    

----------                                                                      
Footnotes appear on the following page.                                         

GSAMP Trust 2005-HE5 will issue fifteen classes of offered certificates. Each   
class of certificates will receive monthly distributions of interest,           
principal or both, as described in this prospectus supplement. The table above  
contains a list of the classes of offered certificates, including the initial   
class principal balance, pass-through rate, and special characteristics of      
each class.                                                                     

Goldman, Sachs & Co., the underwriter, will offer the offered certificates      
from time to time in negotiated transactions or otherwise at varying prices to  
be determined at the time of sale plus accrued interest, if any, from the       
closing date. The proceeds to GS Mortgage Securities Corp. from the sale of     
the offered certificates (excluding accrued interest) will be approximately     
99.80% of the class principal balance of the offered certificates before        
deducting expenses. The underwriter's commission will be the difference         
between the price it pays to GS Mortgage Securities Corp. for the offered       
certificates and the amount it receives from the sale of the offered            
certificates to the public.                                                     

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR           
DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR     
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.             

GOLDMAN, SACHS & CO.
The date of this prospectus supplement is November 18, 2005.

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-12 IN THIS PROSPECTUS   
SUPPLEMENT AND PAGE 2 IN THE ACCOMPANYING PROSPECTUS.                           

The certificates will represent interests in GSAMP Trust 2005-HE5 and will not  
represent interests in or obligations of GS Mortgage Securities Corp., the      
underwriter, the servicer, Goldman Sachs Mortgage Company, the trustee or any of
their respective affiliates.                                                    

This prospectus supplement may be used to offer and sell the offered            
certificates only if accompanied by the prospectus.                             

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(1)     Subject to a variance of +/-5%.                                         

(2)     The Class A-1 certificates will have a pass-through rate equal to the   
least of (i) one-month LIBOR plus 0.240% (0.480% after the first
      distribution date on which the optional clean-up call is exercisable),
      (ii) the Loan Group I Cap, as described in this prospectus supplement,
  and (iii) the WAC Cap, as described in this prospectus supplement.

(3)     The Class A-2A certificates will have a pass-through rate equal to the  
least of (i) one-month LIBOR plus 0.100% (0.200% after the first
      distribution date on which the optional clean-up call is exercisable),
      (ii) the Loan Group II Cap, as described in this prospectus supplement
and (iii) the WAC Cap.                                          

(4)     The Class A-2B certificates will have a pass-through rate equal to the  
least of (i) one-month LIBOR plus 0.170% (0.340% after the first
      distribution date on which the optional clean-up call is exercisable),
(ii) the Loan Group II Cap and (iii) the WAC Cap.               

(5)     The Class A-2C certificates will have a pass-through rate equal to the  
least of (i) one-month LIBOR plus 0.240% (0.480% after the first
      distribution date on which the optional clean-up call is exercisable),
(ii) the Loan Group II Cap and (iii) the WAC Cap.               

(6)     The Class A-2D certificates will have a pass-through rate equal to the  
least of (i) one-month LIBOR plus 0.340% (0.680% after the first
      distribution date on which the optional clean-up call is exercisable),
(ii) the Loan Group II Cap and (iii) the WAC Cap.               

(7)     The Class M-1 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.420% (0.630% after the first
     distribution date on which the optional clean-up call is exercisable)
and (ii) the WAC Cap.                                           

(8)     The Class M-2 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.430% (0.645% after the first
     distribution date on which the optional clean-up call is exercisable)
and (ii) the WAC Cap.                                           

(9)     The Class M-3 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.460% (0.690% after the first
     distribution date on which the optional clean-up call is exercisable)
and (ii) the WAC Cap.                                           

(10)    The Class M-4 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.600% (0.900% after the first
     distribution date on which the optional clean-up call is exercisable)
and (ii) the WAC Cap.                                           

(11)    The Class M-5 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.630% (0.945% after the first
     distribution date on which the optional clean-up call is exercisable)
and (ii) the WAC Cap.                                           

(12)    The Class M-6 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.700% (1.050% after the first
     distribution date on which the optional clean-up call is exercisable)
and (ii) the WAC Cap.                                           

(13)    The Class M-7 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 1.350% (2.025% after the first
     distribution date on which the optional clean-up call is exercisable)
and (ii) the WAC Cap.                                           

(14)    The Class R-1, Class R-2 and Class R-3 certificates are not entitled to 
receive any distributions of interest.                          

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IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

    We provide information to you about the certificates in two separate
documents that progressively provide more detail: (a) the prospectus, which     
provides general information, some of which may not apply to your series of     
certificates, and (b) this prospectus supplement, which describes the specific  
terms of your series of certificates.                                           

      IF THE DESCRIPTION OF THE TERMS OF YOUR CERTIFICATES CONTAINED IN THIS
PROSPECTUS SUPPLEMENT VARIES FROM THE DESCRIPTION CONTAINED IN THE PROSPECTUS,  
YOU SHOULD RELY ON THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT.               

 We include cross references in this prospectus supplement and the
prospectus to captions in these materials where you can find further related    
discussions. The following table of contents and the table of contents included 
in the prospectus provide the pages on which these captions are located.        

       Words that appear in boldface type in this prospectus supplement and in
the prospectus are either defined in the "Glossary of Terms" beginning on page  
S-111 of this prospectus supplement, or have the meanings given to them on the  
page indicated in the "Index" beginning on page 123 of the prospectus.          

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EUROPEAN ECONOMIC AREA

        In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "RELEVANT MEMBER STATE"), the     
underwriter has represented and agreed that with effect from and including the  
date on which the Prospectus Directive is implemented in that Relevant Member   
State (the "RELEVANT IMPLEMENTATION DATE") it has not made and will not make an 
offer of certificates to the public in that Relevant Member State prior to the  
publication of a prospectus in relation to the certificates which has been      
approved by the competent authority in that Relevant Member State or, where     
appropriate, approved in another Relevant Member State and notified to the      
competent authority in that Relevant Member State, all in accordance with the   
Prospectus Directive, except that it may, with effect from and including the    
Relevant Implementation Date, make an offer of certificates to the public in    
that Relevant Member State at any time:                                         

              (a)     to legal entities which are authorised or regulated to
operate in the financial markets or, if not so authorised or regulated, whose   
corporate purpose is solely to invest in securities;                            

           (b)     to any legal entity which has two or more of (1) an
average of at least 250 employees during the last financial year; (2) a total   
balance sheet of more than (euro)43,000,000 and (3) an annual net turnover of   
more than (euro)50,000,000, as shown in its last annual or consolidated         
accounts; or                                                                    

           (c)     in any other circumstances which do not require the
publication by the issuer of a prospectus pursuant to Article 3 of the          
Prospectus Directive.                                                           

For the purposes of this provision, the expression an "offer of 
certificates to the public" in relation to any certificates in any Relevant     
Member State means the communication in any form and by any means of sufficient 
information on the terms of the offer and the certificates to be offered so as  
to enable an investor to decide to purchase or subscribe the certificates, as   
the same may be varied in that Member State by any measure implementing the     
Prospectus Directive in that Member State and the expression "Prospectus        
Directive" means Directive 2003/71/EC and includes any relevant implementing    
measure in each Relevant Member State.                                          

UNITED KINGDOM

The underwriter has represented and agreed that:                

             (a)     it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an invitation or          
inducement to engage in investment activity (within the meaning of Section 21 of
the Financial Services and Markets Act (the "FSMA")) received by it in          
connection with the issue or sale of the certificates in circumstances in which 
Section 21(1) of the FSMA does not apply to the issuer; and                     

           (b)     it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to the   
certificates in, from or otherwise involving the United Kingdom.                

NOTICE TO UNITED KINGDOM INVESTORS

      The distribution of this prospectus supplement (A) if made by a person
who is not an authorized person under the FSMA, is being made only to, or       
directed only at persons who (1) are outside the United Kingdom, or (2) have    
professional experience in matters relating to investments, or (3) are persons  
falling within Articles 49(2)(a) through (d) ("high net worth companies,        
unincorporated associations, etc.") or 19 (Investment Professionals) of the     
Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (all    
such persons together being referred to as the "RELEVANT PERSONS"). This        
prospectus supplement must not be acted on or relied on by persons who are not  
Relevant Persons. Any investment or investment activity to which this prospectus
supplement relates, including the offered certificates, is available only to    
Relevant Persons and will be engaged in only with Relevant Persons.             

        Potential investors in the United Kingdom are advised that all, or most,
of the protections afforded by the United Kingdom regulatory system will not    
apply to an investment in the trust fund and that compensation will not be      
available under the United Kingdom Financial Services Compensation Scheme.      

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 TABLE OF CONTENTS

SUMMARY INFORMATION..........................................................S-7
RISK FACTORS................................................................S-12
TRANSACTION OVERVIEW........................................................S-31
     Parties................................................................S-31
     The Transaction........................................................S-31
THE MORTGAGE LOAN POOL......................................................S-31
     General................................................................S-32
     The Mortgage Loans.....................................................S-34
     The Group I Mortgage Loans.............................................S-35
     The Group II Mortgage Loans............................................S-36
     Prepayment Premiums....................................................S-37
     Adjustable-Rate Mortgage Loans.........................................S-37
     The Index..............................................................S-38
     SouthStar Underwriting Guidelines......................................S-38
     Goldman Sachs Mortgage Conduit Program Underwriting Guidelines.........S-40
     Credit Scores..........................................................S-43
THE SERVICER................................................................S-44
     General................................................................S-44
     Delinquency and Foreclosure Experience.................................S-45
THE TRUSTEE.................................................................S-47
DESCRIPTION OF THE CERTIFICATES.............................................S-47
     General................................................................S-47
     Book-Entry Registration................................................S-48
     Definitive Certificates................................................S-51
     Assignment of the Mortgage Loans.......................................S-51
     Delivery of Mortgage Loan Documents....................................S-52
     Representations and Warranties Relating to the Mortgage Loans..........S-53
     Payments on the Mortgage Loans.........................................S-56
     Distributions..........................................................S-58
     Priority of Distributions Among Certificates...........................S-58
     Distributions of Interest and Principal................................S-59
     Allocation of Principal Payments to Class A Certificates...............S-64
     Supplemental Interest Trust............................................S-64
     Calculation of One-Month LIBOR.........................................S-65
     Excess Reserve Fund Account............................................S-65
     Interest Rate Swap Agreement...........................................S-66
     Overcollateralization Provisions.......................................S-68
     Restrictions on Transfer of the Residual Certificates..................S-69
     Reports to Certificateholders..........................................S-70
     Yield on the Residual Certificates.....................................S-71
THE POOLING AND SERVICING AGREEMENT.........................................S-71
     General................................................................S-71
Servicing and Trustee Fees and Other Compensation and Payment of      
      Expenses..............................................................S-71
     P&I Advances and Servicing Advances....................................S-72
     Pledge and Assignment of Servicer's Rights.............................S-73
     Prepayment Interest Shortfalls.........................................S-73
     Servicer Reports.......................................................S-73
     Collection and Other Servicing Procedures..............................S-74
     Hazard Insurance.......................................................S-74
     Realization Upon Defaulted Mortgage Loans..............................S-75
     Optional Repurchase of Delinquent Mortgage Loans.......................S-75
     Removal and Resignation of the Servicer................................S-76
     Termination; Optional Clean-up Call....................................S-77
     Amendment..............................................................S-78
Certain Matters Regarding the Depositor, the Servicer, the Custodian  
      and the Trustee.......................................................S-78
PREPAYMENT AND YIELD CONSIDERATIONS.........................................S-79
     Structuring Assumptions................................................S-79
     Defaults...............................................................S-88
     Prepayment Considerations and Risks....................................S-88
     Overcollateralization Provisions.......................................S-90
     Subordinated Certificates..............................................S-90
     Effect on Yields Due to Rapid Prepayments..............................S-91
     Weighted Average Lives of the LIBOR Certificates.......................S-91
     Decrement Tables.......................................................S-91
     Available Funds Caps...................................................S-99
     WAC Cap...............................................................S-101
     Last Scheduled Distribution Date......................................S-102
FEDERAL INCOME TAX CONSEQUENCES............................................S-102
     General...............................................................S-102
     Taxation of Regular Interests.........................................S-102
     Residual Certificates.................................................S-103
     Status of the Offered Certificates....................................S-104
     The Basis Risk Contract Component.....................................S-104
     Other Matters.........................................................S-106
STATE AND LOCAL TAXES......................................................S-106
ERISA CONSIDERATIONS.......................................................S-106
LEGAL INVESTMENT...........................................................S-108
METHOD OF DISTRIBUTION.....................................................S-109

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LEGAL MATTERS..............................................................S-109
RATINGS....................................................................S-110
GLOSSARY OF TERMS..........................................................S-111
ANNEX I - CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS.........I-1
ANNEX II - INTEREST RATE SWAP NOTIONAL AMOUNT AMORTIZATION SCHEDULE.........II-1
SCHEDULE A - STRUCTURAL AND COLLATERAL TERM SHEET............................A-1

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 SUMMARY INFORMATION

The following summary highlights selected information from this 
prospectus supplement. It does not contain all of the information you need to   
consider in making your investment decision. To understand the terms of the     
offered certificates, read carefully this entire prospectus supplement and the  
prospectus.                                                                     

     This summary provides an overview of certain calculations, cash flows
and other information to aid your understanding. This summary is qualified by   
the full description of these calculations, cash flows and other information in 
this prospectus supplement and the prospectus.                                  

THE OFFERED CERTIFICATES                                                        

The GSAMP Trust 2005-HE5 will issue the Mortgage Pass-Through   
Certificates, Series 2005-HE5. Fifteen classes of the certificates - Class A-1, 
Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class R-1, Class R-2 and Class R-3- 
are being offered to you by this prospectus supplement. The Class R-1, Class R-2
and Class R-3 certificates are sometimes referred to as "residual certificates" 
in this prospectus supplement. The Class M-8, Class B-1 and Class B-2           
certificates and the offered certificates, other than the residual certificates,
are referred to as the "LIBOR certificates" in this prospectus supplement. The  
Class A-1 certificates generally represent interests in the group I mortgage    
loans. The Class A-2A, Class A-2B, Class A-2C and Class A-2D certificates       
generally represent interests in the group II mortgage loans. The Class M-1,    
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class R-1,    
Class R-2 and Class R-3 certificates represent interests in all of the mortgage 
loans in the trust.                                                             

THE OTHER CERTIFICATES                                                          

        The trust will also issue five other classes of certificates -Class M-8,
Class B-1, Class B-2, Class X and Class P - that are not being offered under    
this prospectus supplement.                                                     

       The Class M-8 certificates will have an initial class principal balance
of approximately $11,527,000. The Class M-8 certificates initially evidence an  
interest of approximately 1.25% of the scheduled principal balance of the       
mortgage loans in the trust.                                                    

       The Class B-1 certificates will have an initial class principal balance
of approximately $11,528,000. The Class B-1 certificates initially evidence an  
interest of approximately 1.25% of the scheduled principal balance of the       
mortgage loans in the trust.                                                    

       The Class B-2 certificates will have an initial class principal balance
of approximately $10,144,000. The Class B-2 certificates initially evidence an  
interest of approximately 1.10% of the scheduled principal balance of the       
mortgage loans in the trust.                                                    

The Class X certificates will initially evidence an interest of 
approximately 3.65% of the aggregate scheduled principal balance of the mortgage
loans in the trust, which is the initial overcollateralization required by the  
pooling and servicing agreement.                                                

       The Class P certificates will not have a principal balance and will not
be entitled to distributions in respect of principal or interest. The Class P   
certificates will be entitled to all prepayment premiums or charges received in 
respect of the mortgage loans.                                                  

     The certificates will represent fractional undivided interests in the
assets of the trust, which consist primarily of the mortgage loans.             

CLOSING DATE                                                                    

On or about November 22, 2005.                                  

CUT-OFF DATE                                                                    

November 1, 2005.                                               

STATISTICAL CALCULATION DATE                                                    

All statistical information regarding the mortgage loans in this
prospectus supplement is                                                        

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based on the scheduled principal balances of the mortgage loans as of the       
statistical calculation date of October 1, 2005, unless otherwise specified in  
this prospectus supplement.                                                     

DISTRIBUTIONS                                                                   

      Distributions on the certificates will be made on the 25th day of each
month, or, if the 25th day is not a business day, on the next business day,     
beginning in December 2005, to the holders of record on the preceding record    
date.                                                                           

    The record date for the LIBOR certificates for any distribution date
will be the last business day of the applicable interest accrual period, unless 
the certificates are issued in definitive form, in which case the record date   
will be the last business day of the month preceding the month in which the     
related distribution date occurs. The Class R-1, Class R-2 and Class R-3        
certificates will be offered only in definitive form and the record date for the
residual certificates will be the last business day of the month preceding the  
month in which the related distribution date occurs.                            

PAYMENTS OF INTEREST                                                            

   The pass-through rates for each class of LIBOR certificates will be
equal to the sum of one-month LIBOR plus a fixed margin, subject to caps on     
those pass-through rates described in this prospectus supplement. The fixed     
margins will increase on the first day of the interest accrual period for the   
distribution date after the date on which the optional clean-up call is first   
exercisable as described under "Description of the Certificates--Distributions  
of Interest and Principal" and "The Pooling and Servicing                       
Agreement--Termination; Optional Clean-up Call" in this prospectus supplement.  
Interest will accrue on the LIBOR certificates on the basis of a 360-day year   
and the actual number of days elapsed in the applicable interest accrual period.

The interest accrual period for the LIBOR certificates for any  
distribution date will be the period from and including the preceding           
distribution date (or, in the case of the first distribution date, the closing  
date) through the day before the current distribution date.                     

      The residual certificates will not be entitled to any distributions of
interest.                                                                       

PAYMENTS OF PRINCIPAL                                                           

       Principal will be paid on the offered certificates on each distribution
date as described under "Description of the Certificates--Distributions of      
Interest and Principal" in this prospectus supplement.                          

CREDIT ENHANCEMENT                                                              

     The credit enhancement provided for the benefit of the holders of the
certificates consists solely of:                                                

      o       an initial overcollateralization amount of approximately 3.65%
            of the aggregate scheduled principal balance of the mortgage
loans as of the cut-off date,                   

     o       the use of excess interest, after taking into account certain
              payments received or paid by the trust under the interest rate
               swap agreement described below, to cover losses on the mortgage
    loans and as a distribution of principal to maintain
overcollateralization at a specified level,     

  o       the subordination of distributions on the more subordinate
            classes of certificates to the required distributions on the
more senior classes of certificates, and        

  o       the allocation of losses on the mortgage loans to the most
     subordinate classes of certificates then outstanding.

INTEREST RATE SWAP AGREEMENT                                                    

    On the closing date, the trust will enter into an interest rate swap
agreement with Goldman Sachs Mitsui Marine Derivative Products, L.P., which has 
a counterparty rating of "Aaa" from Moody's Investors Service, Inc. and a credit
rating of "AA+" from Standard & Poor's Ratings Services, a division of The      
McGraw-Hill Companies, Inc. (or has a guarantor that has such ratings). Under   
the interest rate swap agreement, with respect to the first 60 distribution     
dates the trust will pay to the swap provider a fixed payment at a rate of 4.77%
per annum and the swap provider will pay to the trust a floating payment at a   
rate of one-month LIBOR (as determined pursuant to the interest rate swap       
agreement), in each case calculated on a notional amount equal to the           

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lesser of a scheduled notional amount or the outstanding principal balance of   
the LIBOR certificates. To the extent that the fixed payment exceeds the        
floating payment payable with respect to any of the first 60 distribution dates,
amounts otherwise available for payments on the certificates will be applied on 
that distribution date to make a net payment to the swap provider, and to the   
extent that the floating payment exceeds the fixed payment payable with respect 
to any of the first 60 distribution dates, the swap provider will owe a net     
payment to the trust on the business day preceding that distribution date. Any  
net amounts received by or paid out from the trust under the interest rate swap 
agreement will either increase or reduce the amount available to make payments  
on the certificates, as described under "Description of the                     
Certificates--Supplemental Interest Trust" in this prospectus supplement. The   
interest rate swap agreement is scheduled to terminate following the            
distribution date in November 2010.                                             

       For further information regarding the interest rate swap agreement, see
"Description of the Certificates--Interest Rate Swap Agreement" in this         
prospectus supplement.                                                          

THE MORTGAGE LOANS                                                              

 The mortgage loans to be included in the trust will be fixed- and
adjustable-rate subprime mortgage loans secured by first or second lien         
mortgages or deeds of trust on residential real properties. All of the mortgage 
loans were purchased by Goldman Sachs Mortgage Company, an affiliate of the     
depositor, from (a) SouthStar Funding, LLC ("SOUTHSTAR"), (b) various mortgage  
loan sellers through Goldman Sachs Mortgage Company's mortgage conduit program  
and (c) various loan sellers that each individually sold mortgage loans         
comprising less than 5% of the total mortgage loans in the trust. Goldman Sachs 
Mortgage Company will make certain representations and warranties relating to   
the mortgage loans.                                                             

     On the closing date, the trust will acquire the mortgage loans. As of
the statistical calculation date, the aggregate scheduled principal balance of  
the mortgage loans was approximately $937,411,593, of which approximately 84.57%
are adjustable-rate and approximately 15.43% are fixed-rate.                    

      The mortgage loans have original terms to maturity of not greater than
360 months, have a weighted average remaining term to scheduled maturity of 354 
months and have the following approximate characteristics as of the statistical 
calculation date:                                                               

 SELECTED MORTGAGE LOAN POOL DATA(1)

                                                        [Enlarge/Download Table]

                                                               GROUP I                          GROUP II                          
                                                  ------------------------------   ------------------------------                 
                                                  ADJUSTABLE-RATE    FIXED-RATE    ADJUSTABLE-RATE    FIXED-RATE      AGGREGATE   
                                                  ---------------   ------------   ---------------   ------------   ------------- 
                                                                                                                                  
Scheduled Principal Balance:                      $   463,663,584   $ 78,732,279   $   329,071,068   $ 65,944,663   $ 937,411,593 
Number of Mortgage Loans:                                   3,373            875             1,443            559           6,250 
Average Scheduled Principal Balance:              $       137,463   $     89,980   $       228,046   $    117,969   $     149,986 
Weighted Average Gross Interest Rate:                       7.531%         7.958%            7.395%         7.762%          7.535%
Weighted Average Net Interest Rate:(2)                      7.021%         7.448%            6.885%         7.252%          7.025%
Weighted Average Original FICO Score:                         635            641               642            641             639 
Weighted Average Original LTV Ratio:(3)                     82.66%         72.60%            82.20%         72.28%          80.92%
Weighted Average Combined Original LTV Ratio:(3)            82.66%         81.89%            82.20%         83.59%          82.50%
Weighted Average Stated Remaining Term (months):              358            338               358            326             354 
Weighted Average Seasoning (months):                            2              2                 2              2               2 
Weighted Average Months to Roll:(4)                            23            N/A                23            N/A              23 
Weighted Average Gross Margin:(4)                            6.52%           N/A              6.41%           N/A            6.47%
Weighted Average Initial Rate Cap:(4)                        3.00%           N/A              2.98%           N/A            2.99%
Weighted Average Periodic Rate Cap:(4)                       1.02%           N/A              1.02%           N/A            1.02%
Weighted Average Gross Maximum Lifetime Rate:(4)            13.57%           N/A             13.46%           N/A           13.52%

----------                                                                      
(1)     All percentages calculated in this table are based on scheduled         
 principal balances as of the statistical calculation date, unless
otherwise noted.                                                
(2)     The weighted average net interest rate is equal to the weighted average 
gross interest rate less the servicing and trustee fee rates.   
(3)     With respect to first lien mortgage loans, the original LTV ratio       
    reflects the loan-to-value ratio and with respect to the second lien
     mortgage loans, the combined original LTV ratio reflects the ratio of
        the sum of the principal balance of the second lien mortgage loans, plus
       the original principal balance of the related first lien mortgage loan,
to the value of the related mortgaged property.                 
(4)     Represents the weighted average of the adjustable-rate mortgage loans in
the applicable loan group.                                      

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        Generally, after an initial fixed-rate period, the interest rate on each
adjustable-rate mortgage loan will adjust semi-annually on each adjustment date 
to equal the sum of six-month LIBOR and the gross margin for that mortgage loan 
subject to periodic and lifetime limitations. See "The Mortgage Loan Pool--The  
Index" in this prospectus supplement.                                           

    The first adjustment date generally will occur only after an initial
period of approximately two to five years.                                      

 For additional information regarding the mortgage loans, see "The
Mortgage Loan Pool" in this prospectus supplement.                              

SERVICING OF THE MORTGAGE LOANS                                                 

        Litton Loan Servicing LP will act as servicer of the mortgage loans. The
servicer will be obligated to service and administer the mortgage loans on      
behalf of the trust, for the benefit of the holders of the certificates. See    
"The Servicer" and "The Pooling and Servicing Agreement" in this prospectus     
supplement.                                                                     

OPTIONAL TERMINATION OF THE TRUST                                               

The servicer may, at its option, purchase the mortgage loans and
terminate the trust on any distribution date when the aggregate stated principal
balance, as further described in this prospectus supplement, of the mortgage    
loans as of the last day of the related due period is equal to or less than 10% 
of the aggregate stated principal balance of the mortgage loans as of the       
cut-off date. The purchase of the mortgage loans would result in the final      
distribution on the certificates on that distribution date.                     

ADVANCES                                                                        

   The servicer will be required to make cash advances with respect to
delinquent payments of principal and interest on the mortgage loans and cash    
advances to preserve and protect the mortgaged property (such as for taxes and  
insurance), unless the servicer reasonably believes that the cash advances      
cannot be repaid from future payments or other collections on the mortgage loans
for which the advances are being made. These cash advances are only intended to 
maintain a regular flow of scheduled interest and principal payments on the     
certificates or to preserve and protect the mortgaged property and are not      
intended to guarantee or insure against losses. The servicer will not be        
obligated to make any advances of balloon payments, principal with respect to   
any REO property or on any second lien mortgage loan.                           

ERISA CONSIDERATIONS                                                            

        Subject to the conditions described under "ERISA Considerations" in this
prospectus supplement, the offered certificates, other than the residual        
certificates, may be purchased by an employee benefit plan or other retirement  
arrangement subject to Title I of ERISA or Section 4975 of the Internal Revenue 
Code. Sales of the residual certificates to such plans or retirement            
arrangements are prohibited.                                                    

In making a decision regarding investing in any class of offered
certificates, other than the residual certificates, fiduciaries of such plans or
arrangements should consider the additional requirements resulting from the     
interest rate swap agreement as discussed under "ERISA Considerations" in this  
prospectus supplement.                                                          

FEDERAL TAX ASPECTS                                                             

     Cadwalader, Wickersham & Taft LLP acted as tax counsel to GS Mortgage
Securities Corp. and is of the opinion that:                                    

     o       portions of the trust will be treated as multiple real estate
               mortgage investment conduits, or REMICs, for federal income tax
purposes,                                       

    o       the LIBOR certificates will represent regular interests in a
                REMIC, which will be treated as debt instruments of a REMIC, and
              interests in certain basis risk carry forward amounts pursuant
              to the payment priorities in the transaction. Each interest in
               basis risk carry forward amounts will be treated as an interest
  rate cap contract for federal income tax purposes,

o       the Class R-2 certificates will represent the beneficial
              ownership of the residual interest in the REMIC that will hold
the mortgage loans,                             

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o       the Class R-1 certificates will represent the beneficial
          ownership of the residual interest in certain other REMICs
           formed pursuant to the pooling and servicing agreement; and

o       the Class R-3 certificates will represent the beneficial
          ownership of the residual interest in certain other REMICs
       formed pursuant to the pooling and servicing agreement.

LEGAL INVESTMENT                                                                

The offered certificates will not constitute "mortgage related  
securities" for purposes of the Secondary Mortgage Market Enhancement Act of    
1984, as amended. If your investment activities are subject to legal investment 
laws and regulations, regulatory capital requirements, or review by regulatory  
authorities, then you may be subject to restrictions on investment in the       
offered certificates. You should consult your own legal advisors for assistance 
in determining the suitability of and consequences to you of the purchase,      
ownership, and sale of the offered certificates. See "Risk Factors--Your        
Investment May Not Be Liquid" in this prospectus supplement and "Legal          
Investment" in this prospectus supplement and in the prospectus.                

RATINGS                                                                         

        In order to be issued, the offered certificates must be assigned ratings
not lower than the following by Standard & Poor's Ratings Services, a division  
of The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc.:         

CLASS            S&P      MOODY'S                                               
-----------   ---------   -------                                               
A-1 .......      AAA        Aaa                                                 
A-2A ......      AAA        Aaa                                                 
A-2B ......      AAA        Aaa                                                 
A-2C ......      AAA        Aaa                                                 
A-2D ......      AAA        Aaa                                                 
M-1 .......      AA+        Aa1                                                 
M-2 .......      AA+        Aa2                                                 
M-3 .......      AA+        Aa3                                                 
M-4 .......      AA         A1                                                  
M-5 .......      AA-        A2                                                  
M-6 .......      A+         A3                                                  
M-7 .......       A        Baa1                                                 
R-1 .......      AAA        Aaa                                                 
R-2 .......      AAA        Aaa                                                 
R-3 .......      AAA        Aaa                                                 

A security rating is not a recommendation to buy, sell or hold  
securities. These ratings may be lowered or withdrawn at any time by any of the 
rating agencies.                                                                

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RISK FACTORS

        THE OFFERED CERTIFICATES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS.
IN PARTICULAR, YOU SHOULD NOT PURCHASE ANY CLASS OF OFFERED CERTIFICATES UNLESS 
YOU UNDERSTAND AND ARE ABLE TO BEAR THE PREPAYMENT, CREDIT, LIQUIDITY AND MARKET
RISKS ASSOCIATED WITH THAT CLASS.                                               

        THE OFFERED CERTIFICATES ARE COMPLEX SECURITIES AND IT IS IMPORTANT THAT
YOU POSSESS, EITHER ALONE OR TOGETHER WITH AN INVESTMENT ADVISOR, THE EXPERTISE 
NECESSARY TO EVALUATE THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT   
AND THE PROSPECTUS IN THE CONTEXT OF YOUR FINANCIAL SITUATION.                  

    ALL PERCENTAGES OF MORTGAGE LOANS IN THIS "RISK FACTORS" SECTION ARE
BASED ON THE SCHEDULED PRINCIPAL BALANCES OF THE MORTGAGE LOANS AS OF THE       
STATISTICAL CALCULATION DATE OF OCTOBER 1, 2005.                                

LESS STRINGENT UNDERWRITING       The mortgage loans were made, in part, to     
STANDARDS AND THE RESULTANT       borrowers who, for one reason or another, are 
POTENTIAL FOR DELINQUENCIES ON    not able, or do not wish, to obtain financing 
THE MORTGAGE LOANS COULD LEAD     from traditional sources. These mortgage loans
TO LOSSES ON YOUR CERTIFICATES    may be considered to be of a riskier nature   
                           than mortgage loans made by traditional
                                sources of financing, so that the holders of
                           the certificates may be deemed to be at
                             greater risk of loss than if the mortgage
                                loans were made to other types of borrowers.

                          The underwriting standards used in the
                                 origination of the mortgage loans held by the
                                 trust are generally less stringent than those
                                  of Fannie Mae or Freddie Mac with respect to a
                                  borrower's credit history and in certain other
                                 respects. Mortgage loan borrowers may have an
                                  impaired or unsubstantiated credit history. As
                               a result of this less stringent approach to
                                 underwriting, the mortgage loans purchased by
                            the trust may experience higher rates of
                                 delinquencies, defaults and foreclosures than
                                 mortgage loans underwritten in a manner which
                                 is more similar to the Fannie Mae and Freddie
   Mac guidelines.

GEOGRAPHIC CONCENTRATION OF       Different geographic regions of the United    
THE MORTGAGE LOANS IN             States from time to time will experience      
PARTICULAR JURISDICTIONS MAY      weaker regional economic conditions and       
RESULT IN GREATER LOSSES IF       housing markets, and, consequently, may       
THOSE JURISDICTIONS EXPERIENCE    experience higher rates of loss and           
ECONOMIC DOWNTURNS                delinquency on mortgage loans generally. Any  
                            concentration of the mortgage loans in a
                             region may present risk considerations in
                           addition to those generally present for
                              similar mortgage-backed securities without
                            that concentration. This may subject the
                                mortgage loans held by the trust to the risk
                                 that a downturn in the economy in this region
                                of the country would more greatly affect the
                                pool than if the pool were more diversified.

                            In particular, the following approximate
                                 percentages of mortgage loans were secured by
                                 mortgaged properties located in the following
states:     

      All mortgage loans

                  Florida   Georgia   California
                  -------   -------   ----------
                     15.54%    13.54%        5.84%

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          Group I mortgage loans

                  Georgia   Florida    Tennessee
                  -------   -------   ----------
                     16.29%    14.59%        5.51%

           Group II mortgage loans

                             Florida   California   Georgia   Virginia
                             -------   ----------   -------   --------
                                16.83%       10.97%     9.77%      5.80%

                      Because of the relative geographic
                             concentration of the mortgaged properties
                            within the certain states, losses on the
                                  mortgage loans may be higher than would be the
                              case if the mortgaged properties were more
                                 geographically diversified. For example, some
                           of the mortgaged properties may be more
                           susceptible to certain types of special
                             hazards, such as earthquakes, hurricanes,
                                  wildfires, floods, and other natural disasters
                                  and major civil disturbances, than residential
                            properties located in other parts of the
country.    

                                 Approximately 10.35% of the mortgage loans as
                                of the cut-off date are secured by mortgaged
                           properties that are located in areas in
                                Alabama, Florida, Louisiana, Mississippi and
                                 Texas designated for individual assistance by
                               the Federal Emergency Management Agency, or
                                  FEMA, due to Hurricane Katrina, Hurricane Rita
                              and Hurricane Wilma. The depositor has not
                                  been able to determine whether, and the extent
                             to which, any of the mortgaged properties
                              securing these loans have been affected by
                         Hurricane Katrina, Hurricane Rita and
                                Hurricane Wilma. In selecting mortgage loans
                                 for inclusion in the trust, the depositor did
                         not include mortgage loans secured by
                                 properties in certain of the areas designated
                      by FEMA for individual assistance.

                                 Goldman Sachs Mortgage Company will represent
                            and warrant, to its knowledge, as of the
                                 closing date that each mortgaged property was
                             not damaged by waste, fire, earthquake or
                                earth movement, windstorm, flood, tornado or
                                other casualty so as to affect adversely the
                               value of the mortgaged property as security
                                  for the mortgage loan or the use for which the
                             premises were intended. In the event of a
                              material breach of this representation and
                                  warranty, determined without regard to whether
                                Goldman Sachs Mortgage Company had knowledge
                              of any such damage, Goldman Sachs Mortgage
                                Company will be required to cure, substitute
                                for or repurchase the affected mortgage loan
                                in the manner and to the extent described in
                        this prospectus supplement. Any such
                             repurchase will have the same effect as a
                             prepayment of a mortgage loan, as further
                                described in this prospectus supplement. Any
                                damage to a property that secures a mortgage
                                 loan in the trust occurring after the closing
                     date will not be a breach of this
                representation and warranty.

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                                 Approximately 5.84% of the mortgage loans are
                            secured by mortgaged properties that are
                                 located in California. Property in California
                                 may be more susceptible than homes located in
                                  other parts of the country to certain types of
                             uninsurable hazards, such as earthquakes,
                                  floods, mudslides and other natural disasters.

                                 In addition, the economies of the states with
                               high concentrations of mortgaged properties
                                 may be adversely affected to a greater degree
                            than the economies of other areas of the
                                country by certain regional developments. If
                                  the residential real estate markets in an area
                                  of concentration experience an overall decline
                         in property values after the dates of
                                 origination of the respective mortgage loans,
                                 then the rates of delinquencies, foreclosures
                                 and losses on the mortgage loans may increase
                        and the increase may be substantial.

                            The concentration of mortgage loans with
                                  specific characteristics relating to the types
                                of properties, property characteristics, and
                                 geographic location are likely to change over
                           time. Principal payments may affect the
                                  concentration levels. Principal payments could
                                 include voluntary prepayments and prepayments
                            resulting from casualty or condemnation,
                                  defaults and liquidations and from repurchases
                          due to breaches of representations and
                                 warranties. Because principal payments on the
                                  mortgage loans are payable to the subordinated
                                certificates at a slower rate than principal
                                  payments are made to the Class A certificates,
                                 the subordinated certificates are more likely
                              to be exposed to any risks associated with
                                 changes in concentrations of mortgage loan or
             property characteristics.

EFFECT ON YIELDS CAUSED           Mortgagors may prepay their mortgage loans in 
BY PREPAYMENTS, DEFAULTS AND      whole or in part at any time. A prepayment of 
LOSSES                            a mortgage loan generally will result in a    
                             prepayment on the certificates. We cannot
                             predict the rate at which mortgagors will
                                repay their mortgage loans. We cannot assure
                               you that the actual prepayment rates of the
                             mortgage loans included in the trust will
                                 conform to any historical prepayment rates or
                                  any forecasts of prepayment rates described or
                                reflected in any reports or studies relating
                             to pools of mortgage loans similar to the
                                  types of mortgage loans included in the trust.

                          If you purchase your certificates at a
                                discount and principal is repaid slower than
                                you anticipate, then your yield may be lower
        than you anticipate.

                                  If you purchase your certificates at a premium
                           and principal is repaid faster than you
                                 anticipate, then your yield may be lower than
   you anticipate.

                                 The rate of prepayments on the mortgage loans
                            will be sensitive to prevailing interest
                             rates. Generally, for fixed-rate mortgage
                               loans, if prevailing interest rates decline
                                 significantly below the interest rates on the
                             fixed-rate mortgage loans, the fixed-rate
                                 mortgage loans are more likely to prepay than
                                 if prevailing rates remain above the interest
                           rates on the fixed-rate mortgage loans.
                                 Conversely, if prevailing interest rates rise
                                significantly, prepayments on the fixed-rate
                mortgage loans may decrease.

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                                  The prepayment behavior of the adjustable-rate
                                 mortgage loans and of the fixed-rate mortgage
                                  loans may respond to different factors, or may
                                respond differently to the same factors. If,
                              at the time of their first adjustment, the
                                interest rates on any of the adjustable-rate
                                 mortgage loans would be subject to adjustment
                             to a rate higher than the then prevailing
                              interest rates available to borrowers, the
                              borrowers may prepay their adjustable-rate
                                mortgage loans. The adjustable-rate mortgage
                                 loans may also suffer an increase in defaults
                                 and liquidations following upward adjustments
                                 of their interest rates, especially following
              their initial adjustments.

                                Approximately 76.18% of the group I mortgage
                                  loans and approximately 73.79% of the group II
                                 mortgage loans require the mortgagor to pay a
                                  prepayment premium in certain instances if the
                                mortgagor prepays the mortgage loan during a
                                 stated period, which may be from three months
                             to five years after the mortgage loan was
                               originated. A prepayment premium may or may
                                 not discourage a mortgagor from prepaying the
                               related mortgage loan during the applicable
period.     

                                  Goldman Sachs Mortgage Company may be required
                                to purchase mortgage loans from the trust in
                     the event certain breaches of its
                                 representations and warranties occur and have
                                 not been cured. These purchases will have the
                           same effect on the holders of the LIBOR
                                  certificates as a prepayment of those mortgage
loans.      

                                 The servicer may, at its option, purchase all
                                 of the mortgage loans and terminate the trust
                               on any distribution date when the aggregate
                                  stated principal balance of the mortgage loans
                                as of the last day of the related due period
                                 is equal to or less than 10% of the aggregate
                          stated principal balance of all of the
                          mortgage loans as of the cut-off date.

                            If the rate of default and the amount of
                               losses on the mortgage loans is higher than
                                 you expect, then your yield may be lower than
you expect. 

                             As a result of the absorption of realized
                          losses on the mortgage loans by excess
                         interest and overcollateralization as
                            described in this prospectus supplement,
                             liquidations of defaulted mortgage loans,
                               whether or not realized losses are incurred
                            upon the liquidations, will result in an
                            earlier return of principal to the LIBOR
                                certificates and will influence the yield on
                                 the LIBOR certificates in a manner similar to
                                the manner in which principal prepayments on
                                  the mortgage loans will influence the yield on
           the LIBOR certificates.

                            The overcollateralization provisions are
                                intended to result in an accelerated rate of
                             principal distributions to holders of the
                                 LIBOR certificates then entitled to principal
                      distributions at any time that the
                                  overcollateralization provided by the mortgage
                                loan pool falls below the required level. An
                                 earlier return of principal to the holders of
                             the LIBOR certificates as a result of the

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                         overcollateralization provisions will
                                 influence the yield on the LIBOR certificates
                              in a manner similar to the manner in which
                               principal prepayments on the mortgage loans
                         will influence the yield on the LIBOR
 certificates.

                             The multiple class structure of the LIBOR
                            certificates causes the yield of certain
                           classes of the LIBOR certificates to be
                                  particularly sensitive to changes in the rates
                             of prepayments of mortgage loans. Because
                                  distributions of principal will be made to the
                                  classes of LIBOR certificates according to the
                           priorities described in this prospectus
                              supplement, the yield to maturity on those
                         classes of LIBOR certificates will be
                               sensitive to the rates of prepayment on the
                              mortgage loans experienced both before and
                       after the commencement of principal
                                  distributions on those classes. In particular,
                                  the subordinated certificates (i.e., the Class
                               M-1, Class M-2, Class M-3, Class M-4, Class
                               M-5, Class M-6, Class M-7, Class M-8, Class
                                  B-1 and Class B-2 certificates) do not receive
                                  any portion of the amount of principal payable
                          to the LIBOR certificates prior to the
                                 distribution date in December 2008 unless the
                                  aggregate certificate principal balance of the
                                  Class A certificates has been reduced to zero.
                       Thereafter, subject to the loss and
                                delinquency performance of the mortgage loan
                           pool, the subordinated certificates may
                                continue to receive no portion of the amount
                          of principal then payable to the LIBOR
                                 certificates unless the aggregate certificate
                                 principal balance of the Class A certificates
                                  has been reduced to zero. The weighted average
                               lives of the subordinated certificates will
                               therefore be longer than would otherwise be
the case.   

                                 The value of your certificates may be reduced
                                  if the rate of default or the amount of losses
            is higher than expected.

                               If the performance of the mortgage loans is
                                  substantially worse than assumed by the rating
                             agencies, the ratings of any class of the
                              certificates may be lowered in the future.
                                 This would probably reduce the value of those
                            certificates. No one will be required to
                                supplement any credit enhancement or to take
                                  any other action to maintain any rating of the
 certificates.

                               Newly originated mortgage loans may be more
                                likely to default, which may cause losses on
             the offered certificates.

                               Defaults on mortgage loans tend to occur at
                              higher rates during the early years of the
                            mortgage loans. Substantially all of the
                                  mortgage loans have been originated within the
                                  12 months prior to their sale to the trust. As
                             a result, the trust may experience higher
                               rates of default than if the mortgage loans
                               had been outstanding for a longer period of
time.       

                          The credit enhancement features may be
                                  inadequate to provide protection for the LIBOR
 certificates.

                                The credit enhancement features described in
                              this prospectus supplement are intended to
                              enhance the likelihood that holders of the
                                  Class A certificates, and to a limited extent,
                                  the holders of the Class M-1, Class M-2, Class
              M-3, Class M-4, Class M-5,

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                                Class M-6, Class M-7, Class M-8 certificates
                              and, to a lesser degree, the Class B-1 and
                                Class B-2 certificates, will receive regular
                                payments of interest and principal. However,
                            we cannot assure you that the applicable
                                credit enhancement will adequately cover any
                            shortfalls in cash available to pay your
                                certificates as a result of delinquencies or
                      defaults on the mortgage loans. If
                          delinquencies or defaults occur on the
                                mortgage loans, neither the servicer nor any
                               other entity will advance scheduled monthly
                         payments of interest and principal on
                                 delinquent or defaulted mortgage loans if the
                            advances are not likely to be recovered.

                              If substantial losses occur as a result of
                           defaults and delinquent payments on the
                                  mortgage loans, you may suffer losses, even if
                 you own Class A certificates.

INTEREST GENERATED BY THE         The weighted average of the interest rates on 
MORTGAGE LOANS MAY BE             the mortgage loans is expected to be higher   
INSUFFICIENT TO MAINTAIN THE      than the pass-through rates on the LIBOR      
REQUIRED LEVEL OF                 certificates. Interest on the mortgage loans, 
OVERCOLLATERALIZATION             after taking into account certain payments    
                                 received or paid by the trust pursuant to the
                                interest rate swap agreement, is expected to
                                generate more interest than is needed to pay
                                  interest owed on the LIBOR certificates and to
                                pay certain fees and expenses payable by the
                              trust. Any remaining interest will then be
                           used to absorb losses that occur on the
                         mortgage loans. After these financial
                             obligations of the trust are covered, the
                             available excess interest will be used to
                             maintain the overcollateralization at the
                                  required level determined as described in this
                                prospectus supplement. We cannot assure you,
                                however, that enough excess interest will be
                                 generated to absorb losses or to maintain the
                                required level of overcollateralization. The
                           factors described below, as well as the
                              factors described in the next Risk Factor,
                                  will affect the amount of excess interest that
                                  is available to maintain the required level of
          overcollateralization.

                                  Every time a mortgage loan is prepaid in full,
                              excess interest may be reduced because the
                               mortgage loan will no longer be outstanding
                              and generating interest. In the event of a
                                 partial prepayment, the mortgage loan will be
             generating less interest.

                               Every time a mortgage loan is liquidated or
                               written off, excess interest may be reduced
                                  because those mortgage loans will no longer be
                        outstanding and generating interest.

                              If the rates of delinquencies, defaults or
                               losses on the mortgage loans turn out to be
                                 higher than expected, excess interest will be
                                 reduced by the amount necessary to compensate
                                for any shortfalls in cash available to make
                       required distributions on the LIBOR
 certificates.

                                  All of the adjustable-rate mortgage loans have
                                interest rates that adjust based on an index
                            that is different from the index used to
                                 determine the pass-through rates on the LIBOR
                             certificates, and the fixed-rate mortgage
                                 loans have interest rates that do not adjust.
                            In addition, the first adjustment of the
                                  interest rates for approximately 88.49% of the
                       adjustable-rate mortgage loans will

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                               not occur until two years after the date of
                            origination. The first adjustment of the
                                 interest rates for approximately 9.92% of the
                                 adjustable-rate mortgage loans will not occur
                       until three years after the date of
                            origination. The first adjustment of the
                                 interest rates for approximately 1.59% of the
                                 adjustable-rate mortgage loans will not occur
                      until five years after the date of
                       origination. See "The Mortgage Loan
                                 Pool--Adjustable-Rate Mortgage Loans" in this
                           prospectus supplement. As a result, the
                                pass-through rates on the LIBOR certificates
                                 may increase relative to the weighted average
                                of the interest rates on the mortgage loans,
                          or the pass-through rates on the LIBOR
                           certificates may remain constant as the
                                 weighted average of the interest rates on the
                                 mortgage loans declines. In either case, this
                           would require that more of the interest
                                 generated by the mortgage loans be applied to
                                 cover interest on the LIBOR certificates. The
                                pass-through rates on the LIBOR certificates
                          cannot exceed the weighted average net
                            interest rate of the mortgage loan pool,
                                 adjusted for net payments to or from the swap
provider.   

                             If prepayments, defaults and liquidations
                                 occur more rapidly on the mortgage loans with
                                relatively higher interest rates than on the
                                 mortgage loans with relatively lower interest
                                  rates, the amount of excess interest generated
                                 by the mortgage loans will be less than would
          otherwise be the case.

                            Investors in the LIBOR certificates, and
                               particularly the subordinated certificates,
                     should consider the risk that the
                                  overcollateralization may not be sufficient to
                          protect your certificates from losses.

EFFECT OF MORTGAGE INTEREST       The LIBOR certificates accrue interest at     
RATES AND OTHER FACTORS ON        pass-through rates based on the one-month     
THE PASS-THROUGH RATES ON         LIBOR index plus specified margins, but are   
THE LIBOR CERTIFICATES            subject to certain limitations. Those         
                                 limitations on the pass-through rates for the
                                 LIBOR certificates are based, in part, on the
                                 weighted average of the net interest rates on
                                the mortgage loans adjusted for net payments
                              to or from the swap provider. A variety of
                                  factors, in addition to those described in the
                         previous Risk Factor, could limit the
                               pass-through rates and adversely affect the
                                yield to maturity on the LIBOR certificates.
                              Some of these factors are described below:

                                 The interest rates on the fixed-rate mortgage
                                 loans will not adjust, and the interest rates
                             on the adjustable-rate mortgage loans are
                         based on a six-month LIBOR index. The
                                adjustable-rate mortgage loans have periodic
                             and maximum limitations on adjustments to
                                  their interest rates, and approximately 88.54%
                                  of the adjustable-rate mortgage loans in group
                     I and approximately 88.43% of the
                              adjustable-rate mortgage loans in group II
                           will have the first adjustment to their
                            interest rates after two years, with the
                                 remainder having their first adjustment three
                                to five years after the origination of those
                               mortgage loans. As a result of the limit on
                       the pass-through rates on the LIBOR
                              certificates, those LIBOR certificates may
                                  accrue less interest than they would accrue if
                                 their pass-through rates were based solely on
                                the one-month LIBOR index plus the specified
margins.    

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                           The six-month LIBOR index may change at
                                 different times and in different amounts than
                                one-month LIBOR. As a result, it is possible
                         that interest rates on certain of the
                              adjustable-rate mortgage loans may decline
                             while the pass-through rates on the LIBOR
                                 certificates are stable or rising. It is also
                           possible that the interest rates on the
                          adjustable-rate mortgage loans and the
                                 pass-through rates for the LIBOR certificates
                           may decline or increase during the same
                              period, but that the pass-through rates on
                                 these certificates may decline more slowly or
          increase more rapidly.

                        The pass-through rates for the LIBOR
                                  certificates adjust monthly and are subject to
                                 maximum interest rate caps while the interest
                               rates on the adjustable-rate mortgage loans
                                 adjust less frequently and the interest rates
                           on the fixed-rate mortgage loans do not
                          adjust. Consequently, the limit on the
                                pass-through rates on the LIBOR certificates
                                 may limit increases in the pass-through rates
                               for those classes for extended periods in a
                     rising interest rate environment.

                             If prepayments, defaults and liquidations
                                 occur more rapidly on the mortgage loans with
                                relatively higher interest rates than on the
                                 mortgage loans with relatively lower interest
                              rates, the pass-through rates on the LIBOR
                               certificates are more likely to be limited.

                          If the pass-through rates on the LIBOR
                                 certificates are limited for any distribution
                           date due to a cap based on the weighted
                              average net interest rates of the mortgage
                               loans (adjusted for net payments to or from
                              the swap provider), the resulting interest
                                 shortfalls may be recovered by the holders of
                               these certificates on the same distribution
                             date or on future distribution dates on a
                                 subordinated basis to the extent that on that
                                  distribution date or future distribution dates
                             there are available funds remaining after
                            certain other distributions on the LIBOR
                                certificates and the payment of certain fees
                                 and expenses of the trust. However, we cannot
                                  assure you that these funds will be sufficient
                    to fully cover these shortfalls.

EFFECT ON YIELDS DUE TO RAPID     Any net payment payable to the swap provider  
PREPAYMENTS; NO ASSURANCE OF      under the terms of the interest rate swap     
AMOUNTS RECEIVED UNDER THE        agreement will reduce amounts available for   
INTEREST RATE SWAP AGREEMENT      distribution to certificateholders, and may   
                              reduce the pass-through rates on the LIBOR
 certificates.

                                  In addition, certain swap termination payments
                                  arising under the interest rate swap agreement
                                are payable to the swap provider on a senior
                              basis and such payments may reduce amounts
                 available for distribution to
       certificateholders.

                                Any amounts received under the interest rate
                                  swap agreement will be applied as described in
                              this prospectus supplement to pay interest
                                  shortfalls, maintain overcollateralization and
                             cover losses. However, no amounts will be
                             payable to the trust by the swap provider
                                unless the floating payment owed by the swap
                                provider for a distribution date exceeds the
                  fixed payment owed to the swap

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                                  provider for that distribution date. This will
                                not occur except in a period where one-month
                                 LIBOR (as determined pursuant to the interest
                                 rate swap agreement) exceeds 4.77%. We cannot
                                assure you that any amounts will be received
                              under the interest rate swap agreement, or
                                that any such amounts that are received will
                                 be sufficient to cover interest shortfalls or
                                losses on the mortgage loans, or to maintain
                   required overcollateralization.

                          See "Description of the Certificates--
                             Distributions of Interest and Principal,"
                       "--Supplemental Interest Trust" and
                            "--Interest Rate Swap Agreement" in this
          prospectus supplement.

PREPAYMENTS ON THE MORTGAGE       When a voluntary principal prepayment is made 
LOANS COULD LEAD TO SHORTFALLS    by the mortgagor on a mortgage loan (excluding
IN THE DISTRIBUTION               any payments made upon liquidation of any     
OF INTEREST ON YOUR               mortgage loan), the mortgagor is charged      
CERTIFICATES                      interest on the amount of prepaid principal   
                                  only up to the date of the prepayment, instead
                           of for a full month. However, principal
                                  prepayments will only be passed through to the
                               holders of the certificates once a month on
                           the distribution date which follows the
                              calendar month in which the prepayment was
                             received by the servicer. The servicer is
                                 obligated to pay an amount, without any right
                             of reimbursement, for those shortfalls in
                       interest collections payable on the
                             certificates that are attributable to the
                             difference between the interest paid by a
                          mortgagor in connection with voluntary
                                  principal prepayments in full and thirty days'
                              interest on the prepaid mortgage loan, but
                                 only to the extent of one-half of the monthly
                              servicing fee for the related distribution
date.       

                      If the servicer fails to make such
                         compensating interest payments or the
                             shortfall exceeds one-half of the monthly
                              servicing fee for the related distribution
                                 date, there will be fewer funds available for
                       the distribution of interest on the
                              certificates. In addition, no compensating
                                interest payments will be available to cover
                                 prepayment interest shortfalls resulting from
                                  partial prepayments or involuntary prepayments
                                (such as liquidation of a defaulted mortgage
                               loan). Such shortfalls of interest, if they
                               result in the inability of the trust to pay
                                  the full amount of the current interest on the
                               certificates, will result in a reduction of
                   the yield on your certificates.

ADDITIONAL RISKS ASSOCIATED       The weighted average lives of, and the yields 
WITH THE SUBORDINATED             to maturity on, the Class M-1, Class M-2,     
CERTIFICATES                      Class M-3, Class M-4, Class M-5, Class M-6,   
                                  Class M-7, Class M--8, Class B-1 and Class B-2
                           certificates will be progressively more
                             sensitive, in that order, to the rate and
                                 timing of mortgagor defaults and the severity
                               of ensuing losses on the mortgage loans. If
                                 the actual rate and severity of losses on the
                                  mortgage loans is higher than those assumed by
                                an investor in such certificates, the actual
                                 yield to maturity of such certificates may be
                            lower than the yield anticipated by such
                                  holder based on such assumption. The timing of
                                 losses on the mortgage loans will also affect
                                an investor's actual yield to maturity, even
                                  if the rate of defaults and severity of losses
                           over the life of the mortgage loans are
                                  consistent with an investor's expectations. In
                           general, the earlier a loss occurs, the
                                greater the effect on an investor's yield to
                             maturity. Realized losses on the mortgage
        loans, to the extent

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                                 they exceed the amount of excess interest and
                                 overcollateralization following distributions
                                  of principal on the related distribution date,
                                 will reduce the certificate principal balance
                                 of the Class B-2, Class B-1, Class M-8, Class
                               M-7, Class M-6, Class M-5, Class M-4, Class
                                 M-3, Class M-2 and Class M-1 certificates, in
                               that order. As a result of such reductions,
                              less interest will accrue on such class of
                                  certificates than would otherwise be the case.

                              Once a realized loss on a mortgage loan is
                               allocated to a certificate, no principal or
                                  interest will be distributable with respect to
                                  such written down amount and the holder of the
                       certificate will not be entitled to
                            reimbursements for such lost interest or
                             principal even if funds are available for
                              reimbursement, except to the extent of any
                                subsequent recoveries received on liquidated
                       mortgage loans after they have been
liquidated. 

                              Unless the aggregate certificate principal
                                  balances of the Class A certificates have been
                                  reduced to zero, the subordinated certificates
                         will not be entitled to any principal
                                distributions until December 2008 or a later
                        date as described in this prospectus
                             supplement, or during any period in which
                             delinquencies or cumulative losses on the
                              mortgage loans exceed certain levels. As a
                             result, the weighted average lives of the
                                 subordinated certificates will be longer than
                                would otherwise be the case if distributions
                                of principal were allocated among all of the
                                 certificates at the same time. As a result of
                            the longer weighted average lives of the
                             subordinated certificates, the holders of
                             those certificates have a greater risk of
                          suffering a loss on their investments.
                                 Further, because those certificates might not
                                receive any principal if certain delinquency
                          levels occur, it is possible for those
                        certificates to receive no principal
                                 distributions even if no losses have occurred
              on the mortgage loan pool.

                                In addition, the multiple class structure of
                                  the subordinated certificates causes the yield
                                 of those classes to be particularly sensitive
                                to changes in the rates of prepayment of the
                            mortgage loans. Because distributions of
                                  principal will be made to the holders of those
                            certificates according to the priorities
                                described in this prospectus supplement, the
                         yield to maturity on the subordinated
                                  certificates will be sensitive to the rates of
                                prepayment on the mortgage loans experienced
                             both before and after the commencement of
                                 principal distributions on those classes. The
                         yield to maturity on the subordinated
                                 certificates will also be extremely sensitive
                             to losses due to defaults on the mortgage
                                  loans (and the timing of those losses), to the
                                extent such losses are not covered by excess
                              interest after taking into account certain
                          payments received or paid by the trust
                                 pursuant to the interest rate swap agreement,
                          the Class X certificates or a class of
                                  subordinated certificates with a lower payment
                               priority. Furthermore, as described in this
                                prospectus supplement, the timing of receipt
                                 of principal and interest by the subordinated
                             certificates may be adversely affected by
                                  losses even if such classes of certificates do
                  not ultimately bear such loss.

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                                  Finally, the effect on the market value of the
                                  subordinated certificates of changes in market
                               interest rates or market yields for similar
                                  securities may be greater than for the Class A
 certificates.

DELAY IN RECEIPT OF               Substantial delays could be encountered in    
LIQUIDATION PROCEEDS;             connection with the liquidation of delinquent 
LIQUIDATION PROCEEDS MAY BE       mortgage loans. Further, reimbursement of     
LESS THAN THE MORTGAGE LOAN       advances made on a mortgage loan, liquidation 
BALANCE                           expenses such as legal fees, real estate      
                               taxes, hazard insurance and maintenance and
                                preservation expenses may reduce the portion
                          of liquidation proceeds payable on the
                                  certificates. If a mortgaged property fails to
                              provide adequate security for the mortgage
                                  loan, you will incur a loss on your investment
                                if the credit enhancements described in this
                             prospectus supplement are insufficient to
   cover the loss.

HIGH LOAN-TO-VALUE RATIOS OR      Mortgage loans with higher original           
COMBINED LOAN-TO-VALUE RATIOS     loan-to-value ratios or combined loan-to-value
INCREASE RISK OF LOSS             ratios may present a greater risk of loss than
                              mortgage loans with original loan-to-value
                                  ratios or combined loan-to-value ratios of 80%
                                  or below. Approximately 28.78% of the mortgage
                           loans had original loan-to-value ratios
                                greater than 80% and approximately 30.76% of
                            the mortgage loans had combined original
                                  loan-to-value ratios greater than 80%, each as
                               calculated as described under "The Mortgage
                          Loan Pool--General" in this prospectus
supplement. 

                                Additionally, the determination of the value
                       of a mortgaged property used in the
                              calculation of the loan-to-value ratios or
                                 combined loan-to-value ratios of the mortgage
                                loans may differ from the appraised value of
                        such mortgaged properties if current
             appraisals were obtained.

SOME OF THE MORTGAGE LOANS        Approximately 40.48% of the mortgage loans    
HAVE AN INITIAL INTEREST-ONLY     have an initial interest-only period of up to 
PERIOD, WHICH MAY RESULT IN       five years. During this period, the payment   
INCREASED DELINQUENCIES AND       made by the related mortgagor will be less    
LOSSES                            than it would be if the principal of the      
                              mortgage loan was required to amortize. In
                                 addition, the mortgage loan principal balance
                                will not be reduced because there will be no
                                  scheduled monthly payments of principal during
                          this period. As a result, no principal
                      payments will be made on the LIBOR
                               certificates with respect to these mortgage
                                  loans during their interest-only period unless
                    there is a principal prepayment.

                               After the initial interest-only period, the
                               scheduled monthly payment on these mortgage
                            loans will increase, which may result in
                          increased delinquencies by the related
                              mortgagors, particularly if interest rates
                                 have increased and the mortgagor is unable to
                                 refinance. In addition, losses may be greater
                                on these mortgage loans as a result of there
                              being no principal amortization during the
                                 early years of these mortgage loans. Although
                            the amount of principal included in each
                               scheduled monthly payment for a traditional
                                mortgage loan is relatively small during the
                              first few years after the origination of a
                                  mortgage loan, in the aggregate the amount can
                               be significant. Any resulting delinquencies
                                and losses, to the extent not covered by the
     applicable credit

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                            enhancement described in this prospectus
                              supplement, will be allocated to the LIBOR
                               certificates in reverse order of seniority.

                             The use of mortgage loans with an initial
                                  interest-only period has recently increased in
                               popularity in the mortgage marketplace, but
                                 historical performance data for interest-only
                            mortgage loans is limited as compared to
                            performance data for mortgage loans that
                                 amortize from origination. The performance of
                       interest-only mortgage loans may be
                               significantly different from mortgage loans
                                  that amortize from origination. In particular,
                              there may be a higher expectation by these
                                  mortgagors of refinancing their mortgage loans
                                with a new mortgage loan, in particular, one
                               with an initial interest-only period, which
                            may result in higher or lower prepayment
                               speeds than would otherwise be the case. In
                                  addition, the failure by the related mortgagor
                                 to build equity in the mortgaged property may
                               affect the delinquency, loss and prepayment
                             experience with respect to these mortgage
loans.      

A PORTION OF THE MORTGAGE         Approximately 1.97% of the mortgage loans are 
LOANS ARE SECURED BY              secured by second lien mortgages which are    
SUBORDINATE MORTGAGES; IN THE     subordinate to the rights of the holder of the
EVENT OF A DEFAULT, THESE         related senior mortgages. As a result, the    
MORTGAGE LOANS ARE MORE LIKELY    proceeds from any liquidation, insurance or   
TO EXPERIENCE LOSSES              condemnation proceedings will be available to 
                                 satisfy the principal balance of the mortgage
                               loan only to the extent that the claims, if
                             any, of each related senior mortgagee are
                            satisfied in full, including any related
                                 foreclosure costs. In addition, a holder of a
                          subordinate or junior mortgage may not
                                foreclose on the mortgaged property securing
                                  such mortgage unless it either pays the entire
                         amount of the senior mortgages to the
                                  mortgagees at or prior to the foreclosure sale
                                 or undertakes the obligation to make payments
                             on each senior mortgage in the event of a
                              default under the mortgage. The trust will
                                 have no source of funds to satisfy any senior
                               mortgage or make payments due to any senior
mortgagee.  

                              An overall decline in the residential real
                             estate markets could adversely affect the
                                values of the mortgaged properties and cause
                             the outstanding principal balances of the
                                 second lien mortgage loans, together with the
                             senior mortgage loans secured by the same
                                mortgaged properties, to equal or exceed the
                                value of the mortgaged properties. This type
                           of a decline would adversely affect the
                                position of a second mortgagee before having
                        the same effect on the related first
                              mortgagee. A rise in interest rates over a
                                 period of time and the general condition of a
                               mortgaged property as well as other factors
                                may have the effect of reducing the value of
                             the mortgaged property from the appraised
                           value at the time the mortgage loan was
                                originated. If there is a reduction in value
                               of the mortgaged property, the ratio of the
                               amount of the mortgage loan to the value of
                                 the mortgaged property may increase over what
                            it was at the time the mortgage loan was
                                originated. This type of increase may reduce
                          the likelihood of liquidation or other
                            proceeds being sufficient to satisfy the
                                second lien mortgage loan after satisfaction
                               of any senior liens. In circumstances where
                            the servicer determines that it would be
                            uneconomical to foreclose on the related
                            property, the servicer may write off the
                               entire outstanding principal balance of the
                                  related second lien mortgage loan as bad debt.

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PAYMENTS IN FULL OF A BALLOON     Approximately 3.30% of the mortgage loans as  
LOAN DEPEND ON THE BORROWER'S     of the statistical calculation date will not  
ABILITY TO REFINANCE THE          be fully amortizing over their terms to       
BALLOON LOAN OR SELL THE          maturity and, thus, will require substantial  
MORTGAGED PROPERTY                principal payments, i.e., balloon payments, at
                              their stated maturity. Mortgage loans with
                                balloon payments involve a greater degree of
                                  risk because the ability of a borrower to make
                                a balloon payment typically will depend upon
                              its ability either to timely refinance the
                                loan or to timely sell the related mortgaged
                          property. The ability of a borrower to
                            accomplish either of these goals will be
                               affected by a number of factors, including:

                                  o       the level of available
                                                 interest rates at the time of
                                        sale or refinancing;

                                        o       the borrower's equity in the
                                               related mortgaged property;

                                          o       the financial condition of the
                              mortgagor;

                     o       tax laws;

                                       o       prevailing general economic
                                   conditions; and

                                          o       the availability of credit for
                                                 single family real properties
                              generally.

VIOLATION OF VARIOUS FEDERAL,     There has been an increased focus by state and
STATE AND LOCAL LAWS MAY          federal banking regulatory agencies, state    
RESULT IN LOSSES ON THE           attorneys general offices, the Federal Trade  
MORTGAGE LOANS                    Commission, the U.S. Department of Justice,   
                            the U.S. Department of Housing and Urban
                                Development and state and local governmental
                               authorities on certain lending practices by
                            some companies in the subprime industry,
                                sometimes referred to as "predatory lending"
                             practices. Sanctions have been imposed by
                                  state, local and federal governmental agencies
                                for practices including, but not limited to,
                               charging borrowers excessive fees, imposing
                             higher interest rates than the borrower's
                                  credit risk warrants and failing to adequately
                               disclose the material terms of loans to the
borrowers.  

                             Applicable state and local laws generally
                              regulate interest rates and other charges,
                              require certain disclosure, impact closing
                       practices, and require licensing of
                             originators. In addition, other state and
                         local laws, public policy and general
                        principles of equity relating to the
                                 protection of consumers, unfair and deceptive
                               practices and debt collection practices may
                           apply to the origination, servicing and
                     collection of the mortgage loans.

                                  The mortgage loans are also subject to federal
    laws, including:

                                        o       the Federal Truth in Lending
                                        Act and Regulation Z
                                               promulgated under that Act,
                                         which require certain
                                                 disclosures to the mortgagors
                                              regarding the terms of the
                                   mortgage loans;

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                                        o       the Equal Credit Opportunity
                                        Act and Regulation B
                                               promulgated under that Act,
                                                 which prohibit discrimination
                                              on the basis of age, race,
                                                 color, sex, religion, marital
                                            status, national origin,
                                                receipt of public assistance
                                                or the exercise of any right
                                             under the Consumer Credit
                                          Protection Act, in the
                                            extension of credit; and

                                          o       the Fair Credit Reporting Act,
                                               which regulates the use and
                                            reporting of information
                                              related to the mortgagor's
                                      credit experience.

                             Violations of certain provisions of these
                               federal, state and local laws may limit the
                                  ability of the servicer to collect all or part
                            of the principal of, or interest on, the
                                mortgage loans and in addition could subject
                           the trust to damages and administrative
                                enforcement (including disgorgement of prior
                              interest and fees paid). In particular, an
                               originator's failure to comply with certain
                                requirements of federal and state laws could
                                 subject the trust (and other assignees of the
                              mortgage loans) to monetary penalties, and
                          result in the obligors' rescinding the
                              mortgage loans against either the trust or
                             subsequent holders of the mortgage loans.

                                 Goldman Sachs Mortgage Company will represent
                                with respect to each mortgage loan that such
                                  mortgage loan is in compliance with applicable
                                  federal, state and local laws and regulations.
                               In addition, Goldman Sachs Mortgage Company
                          will also represent that none of those
                                mortgage loans are classified as (a) a "high
                                  cost" loan under the Home Ownership and Equity
                               Protection Act of 1994, or (b) a "high cost
                                  home," "threshold," "covered," (excluding home
                                loans defined as "covered home loans" in the
                                  New Jersey Home Ownership Security Act of 2002
                                  that were originated between November 26, 2003
                        and July 7, 2004), "high risk home,"
                               "predatory" or similar loan under any other
                                  applicable state, federal or local law. In the
                    event of a breach of any of such
                           representations, Goldman Sachs Mortgage
                                 Company will be obligated to cure such breach
                             or repurchase or, for a limited period of
                                time, replace the affected mortgage loan, in
                                  the manner and to the extent described in this
          prospectus supplement.

THE INTEREST RATE SWAP            The assets of the trust include an interest   
AGREEMENT IS SUBJECT TO           rate swap agreement that will require the swap
COUNTERPARTY RISK                 provider to make certain payments for the     
                       benefit of the holders of the LIBOR
                                certificates. To the extent that payments on
                            the LIBOR certificates depend in part on
                                payments to be received by the trustee under
                                 the interest rate swap agreement, the ability
                                 of the trustee to make those payments on such
                              certificates will be subject to the credit
                                  risk of the swap provider. See "Description of
                        the Certificates--Interest Rate Swap
                             Agreement" in this prospectus supplement.

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THE CREDIT RATING OF THE SWAP     The swap provider under the interest rate swap
PROVIDER COULD AFFECT THE         agreement will have, as of the closing date, a
RATING OF THE OFFERED             counterparty rating of "Aaa" from Moody's     
CERTIFICATES                      Investors Service, Inc. and a credit rating of
                                  "AA+" from Standard & Poor's Ratings Services,
                                 a division of The McGraw Hill Companies, Inc.
                               (or has a guarantor that has such ratings).
                               The ratings on the offered certificates are
                                dependent in part upon the credit ratings of
                                the swap provider. If a credit rating of the
                          swap provider is qualified, reduced or
                                  withdrawn and a substitute counterparty is not
                                obtained in accordance with the terms of the
                                interest rate swap agreement, the ratings of
                              the offered certificates may be qualified,
                                reduced or withdrawn. As a result, the value
                                 and marketability of the offered certificates
                                  may be adversely affected. See "Description of
                        the Certificates--Interest Rate Swap
                             Agreement" in this prospectus supplement.

EXTERNAL EVENTS MAY INCREASE      In response to previously executed and        
THE RISK OF LOSS ON THE           threatened terrorist attacks in the United    
MORTGAGE LOANS                    States and foreign countries, the United      
                                States has initiated military operations and
                            has placed a substantial number of armed
                                 forces reservists and members of the National
                               Guard on active duty status. It is possible
                                that the number of reservists and members of
                            the National Guard placed on active duty
                                  status in the near future may increase. To the
                              extent that a member of the military, or a
                          member of the armed forces reserves or
                                 National Guard who are called to active duty,
                            is a mortgagor of a mortgage loan in the
                              trust, the interest rate limitation of the
                           Servicemembers Civil Relief Act and any
                     comparable state law, will apply.
                                Substantially all of the mortgage loans have
                                interest rates which exceed such limitation,
                              if applicable. This may result in interest
                               shortfalls on the mortgage loans, which, in
                                  turn will be allocated ratably in reduction of
                            accrued interest on all classes of LIBOR
                                  certificates, irrespective of the availability
                       of excess cash flow or other credit
                           enhancement. None of the depositor, the
                                underwriter, Goldman Sachs Mortgage Company,
                                the original loan sellers, the servicer, the
                             trustee or any other person has taken any
                          action to determine whether any of the
                            mortgage loans would be affected by such
                                interest rate limitation. See "Legal Aspects
                               of the Mortgage Loans--Servicemembers Civil
                              Relief Act and the California Military and
                     Veterans Code" in the prospectus.

THE CERTIFICATES ARE              The certificates will not represent an        
OBLIGATIONS OF THE TRUST ONLY     interest in or obligation of the depositor,   
                           the underwriter, Goldman Sachs Mortgage
                           Company, the original loan sellers, the
                         servicer, the trustee or any of their
                      respective affiliates. Neither the
                                  certificates nor the underlying mortgage loans
                        will be guaranteed or insured by any
                                governmental agency or instrumentality or by
                                 the depositor, the underwriter, Goldman Sachs
                                Mortgage Company, the original loan sellers,
                             the servicer, the trustee or any of their
                                 respective affiliates. Proceeds of the assets
                                 included in the trust will be the sole source
                                of payments on the offered certificates, and
                               there will be no recourse to the depositor,
                           the underwriter, Goldman Sachs Mortgage
                           Company, the original loan sellers, the
                                servicer, the trustee or any other person in
       the event that such

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                          proceeds are insufficient or otherwise
                                 unavailable to make all payments provided for
                 under the LIBOR certificates.

YOUR INVESTMENT MAY NOT BE        The underwriter intends to make a secondary   
LIQUID                            market in the offered certificates, but they  
                               will have no obligation to do so. We cannot
                                assure you that such a secondary market will
                            develop or, if it develops, that it will
                                  continue. Consequently, you may not be able to
                               sell your certificates readily or at prices
                                that will enable you to realize your desired
                                yield. The market values of the certificates
                               are likely to fluctuate; these fluctuations
                          may be significant and could result in
              significant losses to you.

                          The secondary markets for asset-backed
                          securities have experienced periods of
                               illiquidity and can be expected to do so in
                               the future. Illiquidity can have a severely
                              adverse effect on the prices of securities
                                that are especially sensitive to prepayment,
                               credit, or interest rate risk, or that have
                          been structured to meet the investment
                         requirements of limited categories of
                                investors. The offered certificates will not
                                constitute "mortgage related securities" for
                             purposes of the Secondary Mortgage Market
                        Enhancement Act of 1984, as amended.
                                Accordingly, many institutions that lack the
                                legal authority to invest in securities that
                       do not constitute "mortgage related
                                 securities" will not be able to invest in the
                              offered certificates, thereby limiting the
                                market for the offered certificates. If your
                              investment activities are subject to legal
                               investment laws and regulations, regulatory
                                 capital requirements, or review by regulatory
                           authorities, then you may be subject to
                             restrictions on investment in the offered
                             certificates. You should consult your own
                                legal advisors for assistance in determining
                                 the suitability of and consequences to you of
                            the purchase, ownership, and sale of the
                                offered certificates. See "Legal Investment"
                            in this prospectus supplement and in the
prospectus. 

THE RATINGS ON YOUR               Each rating agency rating the offered         
CERTIFICATES COULD BE REDUCED     certificates may change or withdraw its       
OR WITHDRAWN                      initial ratings at any time in the future if, 
                            in its judgment, circumstances warrant a
                                  change. No person is obligated to maintain the
                                ratings at their initial levels. If a rating
                                 agency reduces or withdraws its rating on one
                                or more classes of the offered certificates,
                                  the liquidity and market value of the affected
                         certificates is likely to be reduced.

THE OFFERED CERTIFICATES MAY      The offered certificates are not suitable     
NOT BE SUITABLE INVESTMENTS       investments for any investor that requires a  
                              regular or predictable schedule of monthly
                                 payments or payment on any specific date. The
                                offered certificates are complex investments
                               that should be considered only by investors
                                  who, either alone or with their financial, tax
                             and legal advisors, have the expertise to
                                 analyze the prepayment, reinvestment, default
                               and market risk, the tax consequences of an
                           investment and the interaction of these
factors.    

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RISKS RELATED TO THE              The holders of the residual certificates must 
CLASS R-1, CLASS R-2 AND          include the taxable income or loss of the     
CLASS R-3 CERTIFICATES            related REMIC or REMICs in determining their  
                                 federal taxable income. Prospective investors
                   are cautioned that the residual
                                certificateholders' REMIC taxable income and
                                  the tax liability associated with the residual
                                  certificates may be substantial during certain
                              periods, in which event the holders of the
                              residual certificates must have sufficient
                               sources of funds to pay such tax liability.
                             Other than an initial distribution on the
                                  first distribution date, it is not anticipated
                             that the residual certificateholders will
                         receive distributions from the trust.
                                Furthermore, it is anticipated that all or a
                                substantial portion of the taxable income of
                                  the related REMIC includible by the holders of
                                the residual certificates will be treated as
                               "excess inclusion" income, resulting in (i)
                             the inability of those holders to use net
                                operating losses to offset such income, (ii)
                              the treatment of such income as "unrelated
                               business taxable income" to certain holders
                              who are otherwise tax exempt and (iii) the
                              treatment of such income as subject to 30%
                                  withholding tax to certain non-U.S. investors,
                          with no exemption or treaty reduction.

                                Under the provisions of the Internal Revenue
                                 Code of 1986 relating to REMICs, it is likely
                          that the residual certificates will be
                           considered to be "non-economic residual
                                 interests," with the result that transfers of
                                them would be disregarded for federal income
                                  tax purposes if any significant purpose of the
                              transferor was to impede the assessment or
                                  collection of tax. Accordingly, the transferee
                                affidavit used for transfers of the residual
                               certificates will require the transferee to
                                affirm that it (i) historically has paid its
                                 debts as they have come due and intends to do
                                  so in the future, (ii) understands that it may
                             incur tax liabilities with respect to the
                                 residual certificates in excess of cash flows
                                 generated by them, (iii) intends to pay taxes
                        associated with holding the residual
                               certificates as such taxes become due, (iv)
                               will not cause the income from the residual
                                certificates to be attributable to a foreign
                                 permanent establishment or fixed base, within
                           the meaning of an applicable income tax
                               treaty, of the transferee or any other U.S.
                                 person and (v) will not transfer the residual
                                  certificates to any person or entity that does
                    not provide a similar affidavit.

                                 The transferor must certify in writing to the
                                trustee that, as of the date of transfer, it
                               had no knowledge or reason to know that the
                                affirmations made by the transferee pursuant
                            to the preceding sentence were false. In
                          addition, Treasury regulations provide
                                 alternatives for either paying the transferee
                          of the residual certificates a formula
                               specified minimum price or transferring the
                        residual certificates to an eligible
                                 corporation under certain conditions in order
                                to meet the safe harbor against the possible
               disregard of such transfer.

                                Finally, residual certificates generally may
                               not be transferred to a person who is not a
                          U.S. person unless the income on those
                                  residual certificates is effectively connected
                                with the conduct of a U.S. trade or business
                               and the transferee furnishes the transferor
                              and the trustee with an effective Internal
                                 Revenue Service Form W-8ECI. See "Description
         of the Certificates--

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                            Restrictions on Transfer of the Residual
                               Certificates" in this prospectus supplement
                             and "Federal Income Tax Consequences--Tax
               Treatment of REMIC Residual
                         Interests--Non-Recognition of Certain
                                 Transfers for Federal Income Tax Purposes" in
   the prospectus.

                             An individual, trust or estate that holds
                               residual certificates (whether the residual
                                certificates are held directly or indirectly
                               through certain pass through entities) also
                                 may have additional gross income with respect
                            to such residual certificates but may be
                             subject to limitations or disallowance of
                                  deductions for servicing fees on the loans and
                          other administrative expenses properly
                              allocable to such residual certificates in
                                  computing such holder's regular tax liability,
                              and may not be able to deduct such fees or
                            expenses to any extent in computing such
                               holder's alternative minimum tax liability.
                            The pooling and servicing agreement will
                               require that any such gross income and such
                                  fees and expenses will be allocable to holders
                                 of the residual certificates in proportion to
                             their respective ownership interests. See
                         "Federal Income Tax Consequences--Tax
                              Treatment of REMIC Residual Interests" and
                                  "--Special Considerations for Certain Types of
                           Investors--Individuals and Pass-Through
                                  Entities" in the prospectus. In addition, some
                              portion of a purchaser's basis, if any, in
                              residual certificates may not be recovered
                        until termination of the trust fund.
                               Furthermore, Treasury regulations have been
                            issued concerning the federal income tax
                               consequences of any consideration paid to a
                        transferee on a transfer of residual
                            certificates. Any transferee of residual
                             certificates receiving such consideration
                             should consult its tax advisors regarding
                              these regulations. See "Federal Income Tax
                            Consequences--Special Considerations for
                              Certain Types of Investors--Disposition of
                             Residual Certificates" in the prospectus.

                                Due to the special tax treatment of residual
                                interests, the effective after-tax return of
                                  the residual certificates may be significantly
                                lower than would be the case if the residual
                               certificates were taxed as debt instruments
          and could be negative.

THE RECORDING OF THE MORTGAGES    The mortgages or assignments of mortgage for  
IN THE NAME OF MERS MAY AFFECT    some of the mortgage loans have been recorded 
THE YIELD ON THE CERTIFICATES     in the name of Mortgage Electronic            
                                  Registration Systems, Inc., or MERS, solely as
                                 nominee for the originator and its successors
                                and assigns, including the trust. Subsequent
                                 assignments of those mortgages are registered
                           electronically through the MERS system.
                                 However, if MERS discontinues the MERS system
                         and it becomes necessary to record an
                              assignment of mortgage to the trustee, any
                                  related expenses will be paid by the trust and
                            will reduce the amount available to make
                      distributions on the certificates.

                                  The recording of mortgages in the name of MERS
                                is a relatively new practice in the mortgage
                               lending industry. Public recording officers
                        and others may have limited, if any,
                                experience with lenders seeking to foreclose
                                  mortgages, assignments of which are registered
                                 with MERS. Accordingly, delays and additional
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                          commencing, prosecuting and completing
                          foreclosure proceedings and conducting
                                 foreclosure sales of the mortgaged properties
                                 could result. Those delays and the additional
                                 costs could in turn delay the distribution of
                                  liquidation proceeds to certificateholders and
                                 increase the amount of losses on the mortgage
                          loans. In that regard, a Florida court
                               recently ruled that MERS lacked standing to
                               pursue foreclosure proceedings on behalf of
                             the beneficial owners of several mortgage
                           notes who were not named parties to the
proceedings.

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TRANSACTION OVERVIEW

PARTIES                                                                         

        THE DEPOSITOR. GS Mortgage Securities Corp., a Delaware corporation. The
principal executive office of the depositor is located at 85 Broad Street, New  
York, New York 10004, and its telephone number is (212) 902-1000.               

     GOLDMAN SACHS MORTGAGE COMPANY. Goldman Sachs Mortgage Company, a New
York limited partnership ("GSMC"), an affiliate of the depositor. The principal 
executive office of Goldman Sachs Mortgage Company is located at 85 Broad       
Street, New York, New York 10004, and its telephone number is (212) 902-1000.   

     THE ORIGINAL LOAN SELLERS. SouthStar Funding, LLC, a Delaware limited
liability company. The principal executive office of SouthStar is located at 400
Northridge Road, Suite 1000, Atlanta, Georgia, 30306, and its telephone number  
is (770) 641-4134. The original loan sellers also include certain entities that 
sold mortgage loans to Goldman Sachs Mortgage Company under its mortgage conduit
program and various other entities that each individually sold mortgage loans   
comprising less than 5% of the total mortgage loans in the trust, both of which 
are included in the mortgage loan pool. Pursuant to the mortgage conduit        
program, Goldman Sachs Mortgage Company purchases mortgage loans originated by  
the original loan sellers if the mortgage loans satisfy certain underwriting    
guidelines. See `The Mortgage Loan Pool SouthStar Underwriting Guidelines" and  
"--Goldman Sachs Mortgage Conduit Program Underwriting Guidelines" in this      
prospectus supplement.                                                          

      THE SERVICER. Litton Loan Servicing LP, a Delaware limited partnership
("LITTON"). The principal executive office of Litton is located at 4828 Loop    
Central Drive, Houston, Texas 77081, and its telephone number is (713) 960-9676.
See "The Servicer" in this prospectus supplement.                               

     THE TRUSTEE. Deutsche Bank National Trust Company, a national banking
association. The corporate trust office of the trustee is located at 1761 East  
St. Andrew Place, Santa Ana, California 92705-4934, and its telephone number is 
(714) 247-6000. For a description of the trustee, see "The Trustee" in this     
prospectus supplement.                                                          

 THE CUSTODIAN. J.P. Morgan Trust Company, National Association, a
national banking association. The principal executive office of J.P. Morgan     
Trust Company, National Association is located at 2220 Chemsearch Boulevard,    
Suite 150, Irving, Texas 75062, and its telephone number is (972) 785-5274. J.P.
Morgan Trust Company, National Association is an affiliate of JPMorgan.         

      THE RATING AGENCIES. Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc. will issue  
ratings with respect to the offered certificates.                               

THE TRANSACTION                                                                 

      GSAMP Trust 2005-HE5, a New York common law trust, will be formed, the
mortgage loans will be deposited in the trust and the certificates will be      
issued pursuant to the terms of a pooling and servicing agreement, dated as of  
November 1, 2005, by and among the depositor, the servicer, the custodian and   
the trustee.                                                                    

THE MORTGAGE LOAN POOL

   The statistical information presented in this prospectus supplement
concerning the mortgage loans is based on the scheduled principal balances of   
the mortgage loans as of the statistical calculation date, which is October 1,  
2005. The mortgage loan principal balances that are transferred to the trust    
will be the scheduled principal balances as of the cut-off date, November 1,    
2005. With respect to the mortgage                                              

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loan pool, some scheduled principal amortization will occur, and some           
unscheduled principal amortization may occur from the statistical calculation   
date to the cut-off date and from the cut-off date to the closing date.         
Moreover, certain mortgage loans included in the mortgage loan pool as of the   
statistical calculation date may not be included in the final mortgage loan pool
because they may prepay in full prior to the cut-off date, or they may be       
determined not to meet the eligibility requirements for the final mortgage loan 
pool. In addition, certain other mortgage loans may be included in the final    
mortgage loan pool. As a result of the foregoing, the statistical distribution  
of characteristics as of the cut-off date and as of the closing date for the    
final mortgage loan pool may vary somewhat from the statistical distribution of 
such characteristics as of the statistical calculation date as presented in this
prospectus supplement, although such variance should not be material. In        
addition, the final mortgage loan pool may vary plus or minus 5% from the       
statistical calculation pool of mortgage loans described in this prospectus     
supplement.                                                                     

GENERAL                                                                         

     The trust will primarily consist of approximately 6,250 conventional,
subprime, adjustable- and fixed-rate, first and second lien residential mortgage
loans with original terms to maturity from their first scheduled payment due    
date of not more than 30 years, having an aggregate scheduled principal balance 
of approximately $937,411,593. Approximately 74.50% of mortgage loans in the    
trust were acquired by GSMC from SouthStar Funding, LLC(the "SOUTHSTAR MORTGAGE 
LOANS"), approximately 20.88% of the mortgage loans in the trust were acquired  
from various original loan sellers under GSMC's mortgage conduit program (the   
"CONDUIT MORTGAGE LOANS") and approximately 4.62% of the mortgage loans in the  
trust were acquired from various loan sellers that each individually sold       
mortgage loans comprising less than 5% of the total mortgage loans in the trust.

       The SouthStar mortgage loans and Conduit mortgage loans were originated
or acquired generally in accordance with the underwriting guidelines described  
in this prospectus supplement under the headings "The Mortgage Loan Pool -      
SouthStar Underwriting Guidelines" and "--Goldman Sachs Mortgage Conduit Program
Underwriting Guidelines," respectively. In general, because such underwriting   
guidelines do not conform to Fannie Mae or Freddie Mac guidelines, the mortgage 
loans are likely to experience higher rates of delinquency, foreclosure and     
bankruptcy than if they had been underwritten in accordance with Fannie Mae or  
Freddie Mac guidelines.                                                         

      Approximately 15.43% of the mortgage loans in the trust are fixed-rate
mortgage loans and approximately 84.57% are adjustable-rate mortgage loans, as  
described in more detail under "--Adjustable-Rate Mortgage Loans" below. As of  
the cut-off date, approximately 99.79% of the mortgage loans have scheduled     
monthly payment due dates on the first day of the month, and approximately 0.21%
of the mortgage loans have scheduled month payment due dates on a different day 
of the month, from the 2nd to the 29th day of the month. Interest on the        
mortgage loans accrues on the basis of a 360 day year consisting of twelve      
30-day months.                                                                  

   All of the mortgage loans are secured by first or second mortgages,
deeds of trust or similar security instruments creating first liens or second   
liens, on residential properties consisting of one- to four-family dwelling     
units, individual condominium units, townhouses, individual units in planned    
unit developments or individual units in modular homes.                         

       Pursuant to its terms, each mortgage loan, other than a loan secured by
a condominium unit, is required to be covered by a standard hazard insurance    
policy in an amount equal to the lower of the unpaid principal amount of that   
mortgage loan or the replacement value of the improvements on the related       
mortgaged property.                                                             

   Generally, a condominium association is responsible for maintaining
hazard insurance covering the entire building.                                  

   Approximately 29.36% of the first lien mortgage loans have original
loan-to-value ratios in excess of 80.00%, and approximately 29.36% of the       
mortgage loans have combined original loan-to-value ratios in excess of 80.00%. 
The "LOAN-TO-VALUE RATIO" or "LTV" of a mortgage loan at any time is generally, 
unless otherwise provided in the applicable underwriting guidelines, the ratio  
of the principal balance of such                                                

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mortgage loan at the date of determination to (a) in the case of a purchase, the
least of the sale price of the mortgaged property, its appraised value or its   
review appraisal value (as determined pursuant to the underwriting guidelines of
SouthStar, GSMC under its mortgage conduit program, or the various loan sellers 
that each individually sold mortgage loans comprising less than 5% of the total 
mortgages loans in the trust as applicable) at the time of sale or (b) in the   
case of a refinancing or modification of a mortgage loan, the appraised value of
the mortgaged property at the time of the refinancing or modification. The      
"COMBINED ORIGINAL LOAN-TO-VALUE RATIO" or "CLTV" of a second lien mortgage loan
at any time is generally, unless otherwise provided in the applicable           
underwriting guidelines, the ratio of the (a) sum of (i) the principal balance  
of the related first lien mortgage loan, and (ii) the principal balance of the  
second lien mortgage loan to (b) the lesser of (i) the appraised value of the   
mortgaged property at the time the second lien mortgage loan is originated, or  
(ii) the sales price of the mortgaged property at the time of origination.      
However, in the case of a refinanced mortgage loan, the value is based solely   
upon the appraisal made at the time of origination of that refinanced mortgage  
loan.                                                                           

   None of the mortgage loans are covered by existing primary mortgage
insurance policies.                                                             

        All of the mortgage loans are fully amortizing, except for approximately
3.30% of the mortgage loans that are balloon mortgage loans.                    

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THE MORTGAGE LOANS                                                              

  The pool of mortgage loans had the following approximate aggregate
characteristics as of the statistical calculation date:(1)                      

                                                        [Enlarge/Download Table]

                                                  GROUP I MORTGAGE   GROUP II MORTGAGE   MORTGAGE LOANS IN 
                                                        LOANS              LOANS           THE AGGREGATE   
                                                  ----------------   -----------------   ----------------- 
                                                                                                           
Scheduled Principal Balance:                      $    542,395,862   $     395,015,731   $     937,411,593 
Number of Mortgage Loans:                                    4,248               2,002               6,250 
Average Scheduled Principal Balance:              $        127,683   $         197,311   $         149,986 
Weighted Average Gross Interest Rate:                        7.593%              7.456%              7.535%
Weighted Average Net Interest Rate:(2)                       7.083%              6.946%              7.025%
Weighted Average Original FICO Score:                          636                 642                 639 
Weighted Average Original LTV Ratio:(3)                      81.20%              80.55%              80.92%
Weighted Average Combined Original LTV Ratio:(3)             82.55%              82.43%              82.50%
Weighted Average Stated Remaining Term (months):               355                 352                 354 
Weighted Average Seasoning (months):                             2                   2                   2 
Weighted Average Months to Roll:(4)                             23                  23                  23 
Weighted Average Gross Margin:(4)                             6.52%               6.41%               6.47%
Weighted Average Initial Rate Cap:(4)                         3.00%               2.98%               2.99%
Weighted Average Periodic Rate Cap:(4)                        1.02%               1.02%               1.02%
Weighted Average Gross Maximum Lifetime Rate:(4)             13.57%              13.46%              13.52%

----------                                                                      
(1)     All percentages calculated in this table are based on scheduled         
 principal balances as of the statistical calculation date, unless
otherwise noted.                                                
(2)     The weighted average net interest rate is equal to the weighted average 
gross interest rate less the servicing and trustee fee rates.   
(3)     With respect to first lien mortgage loans, the original LTV ratio       
    reflects the loan-to-value ratio and with respect to the second lien
     mortgage loans, the combined original LTV ratio reflects the ratio of
        the sum of the principal balance of the second lien mortgage loans, plus
       the original principal balance of the related first lien mortgage loan,
to the value of the related mortgaged property.                 
(4)     Represents the weighted average of the adjustable-rate mortgage loans   
only.                                                           

 The scheduled principal balances of the mortgage loans range from
approximately $9,989 to approximately $768,000. The mortgage loans had an       
average scheduled principal balance of approximately $149,986.                  

       The weighted average original loan-to-value ratio of the mortgage loans
is approximately 80.92% and approximately 28.78% of the mortgage loans have     
original loan-to-value ratios exceeding 80.00%.                                 

 The weighted average original combined loan-to-value ratio of the
mortgage loans is approximately 82.50% and approximately 30.76% of the mortgage 
loans have original combined loan-to-value ratios exceeding 80.00%.             

      Approximately 98.03% of the mortgage loans are secured by first liens,
and approximately 1.97% of the mortgage loans are secured by second liens.      

  Approximately 40.83% of the mortgage loans are interest-only for a
period of time.                                                                 

     No more than approximately 0.35% of the mortgage loans are secured by
mortgaged properties located in any one zip-code area.                          

 Except for approximately 0.06% of the mortgage loans, none of the
mortgage loans imposes a Prepayment Premium for a term in excess of three years.

      As of the cut-off date, approximately 1.38% of the mortgage loans were
one payment past due, approximately 0.30% of the mortgage loans were two        
payments past due and none of the mortgage loans are three payments past due.   

       The tables on Schedule A set forth certain statistical information with
respect to the aggregate mortgage loan pool. Due to rounding, the percentages   
shown may not precisely total 100.00%.                                          

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THE GROUP I MORTGAGE LOANS                                                      

   The group I mortgage loans have the following approximate aggregate
characteristics as of the statistical calculation date:(1)                      

                                                        [Enlarge/Download Table]

                                                  GROUP I MORTGAGE                          GROUP I      
                                                    LOANS IN THE       GROUP I ARM         FIXED-RATE    
                                                      AGGREGATE       MORTGAGE LOANS     MORTGAGE LOANS  
                                                  ----------------   ----------------   ---------------- 
                                                                                                         
Scheduled Principal Balance:                      $    542,395,862   $    463,663,584   $     78,732,279 
Number of Mortgage Loans:                                    4,248              3,373                875 
Average Scheduled Principal Balance:              $        127,683   $        137,463   $         89,980 
Weighted Average Gross Interest Rate:                        7.593%             7.531%             7.958%
Weighted Average Net Interest Rate:(2)                       7.083%             7.021%             7.448%
Weighted Average Original FICO Score:                          636                635                641 
Weighted Average Original LTV Ratio:(3)                      81.20%             82.66%             72.60%
Weighted Average Combined Original LTV Ratio:(3)             82.55%             82.66%             81.89%
Weighted Average Stated Remaining Term (months):               355                358                338 
Weighted Average Seasoning (months):                             2                  2                  2 
Weighted Average Months to Roll:(4)                             23                 23                N/A 
Weighted Average Gross Margin:(4)                             6.52%              6.52%               N/A 
Weighted Average Initial Rate Cap:(4)                         3.00%              3.00%               N/A 
Weighted Average Periodic Rate Cap:(4)                        1.02%              1.02%               N/A 
Weighted Average Gross Maximum Lifetime Rate:(4)             13.57%             13.57%               N/A 

----------                                                                      
(1)     All percentages calculated in this table are based on scheduled         
 principal balances as of the statistical calculation date, unless
otherwise noted.                                                
(2)     The weighted average net interest rate is equal to the weighted average 
gross interest rate less the servicing and trustee fee rates.   
(3)     With respect to first lien mortgage loans, the original LTV ratio       
    reflects the loan-to-value ratio and with respect to the second lien
     mortgage loans, the original combined LTV ratio reflects the ratio of
        the sum of the principal balance of the second lien mortgage loans, plus
       the original principal balance of the related first lien mortgage loan,
to the value of the related mortgaged property.                 
(4)     Represents the weighted average of the adjustable-rate mortgage loans   
only.                                                           

    The scheduled principal balances of the group I mortgage loans range
from approximately $10,596 to approximately $518,812. The group I mortgage loans
had an average scheduled principal balance of approximately $127,683.           

The weighted average original loan-to-value ratio of the group I
mortgage loans is approximately 81.20% and approximately 30.16% of the group I  
mortgage loans have original loan-to-value ratios exceeding 80.00%.             

       The weighted average original combined loan-to-value ratio of the group
I mortgage loans is approximately 82.55% and approximately 31.85% of the group I
mortgage loans have original combined loan-to-value ratios exceeding 80.00%.    

       Approximately 98.31% of the group I mortgage loans are secured by first
liens, and 1.69% of the group I mortgage loans are secured by second liens.     

        Approximately 38.18% of the group I mortgage loans are interest-only for
a period of time.                                                               

  No more than approximately 0.42% of the group I mortgage loans are
secured by mortgaged properties located in any one zip-code area.               

     Except for approximately 0.06% of the group I mortgage loans, none of
the group I mortgage loans imposes a Prepayment Premium for a term in excess of 
three years.                                                                    

   As of the cut-off date, approximately 1.44% of the group I mortgage
loans were one payment past due, approximately 0.38% of the group I mortgage    
loans were two payments past due and none of the group I mortgage loans are     
three payments past due.                                                        

       The tables on Schedule A set forth certain statistical information with
respect to the group I mortgage loans. Due to rounding, the percentages shown   
may not precisely total 100.00%.                                                

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THE GROUP II MORTGAGE LOANS                                                     

    The group II mortgage loans have the following approximate aggregate
characteristics as of the statistical calculation date:(1)                      

                                                        [Enlarge/Download Table]

                                                  GROUP II MORTGAGE                         GROUP II      
                                                    LOANS IN THE       GROUP II ARM        FIXED-RATE     
                                                      AGGREGATE       MORTGAGE LOANS     MORTGAGE LOANS   
                                                  -----------------   ----------------   ---------------- 
                                                                                                          
Scheduled Principal Balance:                      $     395,015,731   $    329,071,068   $     65,944,663 
Number of Mortgage Loans:                                     2,002              1,443                559 
Average Scheduled Principal Balance:              $         197,311   $        228,046   $        117,969 
Weighted Average Gross Interest Rate:                         7.456%             7.395%             7.762%
Weighted Average Net Interest Rate:(2)                        6.946%             6.885%             7.252%
Weighted Average Original FICO Score:                           642                642                641 
Weighted Average Original LTV Ratio:(3)                       80.55%             82.20%             72.28%
Weighted Average Combined Original LTV Ratio:(3)              82.43%             82.20%             83.59%
Weighted Average Stated Remaining Term (months):                352                358                326 
Weighted Average Seasoning (months):                              2                  2                  2 
Weighted Average Months to Roll:(4)                              23                 23                N/A 
Weighted Average Gross Margin:(4)                              6.41%              6.41%               N/A 
Weighted Average Initial Rate Cap:(4)                          2.98%              2.98%               N/A 
Weighted Average Periodic Rate Cap:(4)                         1.02%              1.02%               N/A 
Weighted Average Gross Maximum Lifetime Rate:(4)              13.46%             13.46%               N/A 

----------                                                                      
(1)     All percentages calculated in this table are based on scheduled         
 principal balances as of the statistical calculation date, unless
otherwise noted.                                                
(2)     The weighted average net interest rate is equal to the weighted average 
gross interest rate less the servicing and trustee fee rates.   
(3)     With respect to first lien mortgage loans, the original LTV ratio       
    reflects the loan-to-value ratio and with respect to the second lien
     mortgage loans, the combined original LTV ratio reflects the ratio of
        the sum of the principal balance of the second lien mortgage loans, plus
       the original principal balance of the related first lien mortgage loan,
to the value of the related mortgaged property.                 
(4)     Represents the weighted average of the adjustable-rate mortgage loans   
only.                                                           

     The scheduled principal balances of the group II mortgage loans range
from approximately $9,989 to approximately $768,000. The group II mortgage loans
had an average scheduled principal balance of approximately $197,311.           

 The weighted average original loan-to-value ratio of the group II
mortgage loans is approximately 80.55% and approximately 26.89% of the group II 
mortgage loans have original loan-to-value ratios exceeding 80.00%.             

       The weighted average original combined loan-to-value ratio of the group
II mortgage loans is approximately 82.43% and approximately 29.26% of the group 
II mortgage loans have original combined loan-to-value ratios exceeding 80.00%. 

        Approximately 97.63% of the group II mortgage loans are secured by first
liens, and approximately 2.37% of the group II mortgage loans are secured by    
second liens.                                                                   

     Approximately 44.46% of the group II mortgage loans are interest-only
for a period of time.                                                           

   No more than approximately 0.54% of the group II mortgage loans are
secured by mortgaged properties located in any one zip code area.               

      Except for approximately 0.05% of the group II mortgage loans, none of
the group II mortgage loans imposes a Prepayment Premium for a term in excess of
three years.                                                                    

    As of the cut-off date, approximately 1.28% of the group II mortgage
loans are one payment past due, approximately 0.20% of the group II mortgage    
loans are two payments past due and none of the group II mortgage loans are     
three payments past due.                                                        

       The tables on Schedule A set forth certain statistical information with
respect to the group II mortgage loans. Due to rounding, the percentages shown  
may not precisely total 100.00%.                                                

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PREPAYMENT PREMIUMS                                                             

     Approximately 75.18% of the mortgage loans provide for payment by the
borrower of a prepayment premium (each, a "PREPAYMENT PREMIUM") in connection   
with certain full or partial prepayments of principal. Generally, each such     
mortgage loan provides for payment of a Prepayment Premium in connection with   
certain voluntary full or partial prepayments made within the period of time    
specified in the related mortgage note, ranging from six months to five years   
from the date of origination of such mortgage loan, or the penalty period, as   
described in this prospectus supplement. The amount of the applicable Prepayment
Premium, to the extent permitted under applicable federal or state law, is as   
provided in the related mortgage note. No mortgage loan imposes a Prepayment    
Premium for a term in excess of five years. Prepayment Premiums collected from  
borrowers will be paid to the holders of the Class P certificates and will not  
be available for payment to the LIBOR Certificates.                             

      The servicer may waive (or permit a subservicer to waive) a Prepayment
Premium in accordance with the pooling and servicing agreement if the waiver    
would, in the servicer's judgment, maximize recoveries on the related mortgage  
loan, or the Prepayment Premium is (i) not permitted to be collected by         
applicable law, or the collection of the Prepayment Premium would be considered 
"predatory" pursuant to written guidance published by any applicable federal,   
state or local regulatory authority having jurisdiction over such matters, (ii) 
the enforceability of such Prepayment Premium is limited (x) by bankruptcy,     
insolvency, moratorium, receivership or other similar laws relating to          
creditors' rights or (y) due to acceleration in connection with a foreclosure or
other involuntary payment, or (iii) if the servicer has not been provided with  
information sufficient to enable it to collect such Prepayment Premium.         

ADJUSTABLE-RATE MORTGAGE LOANS                                                  

 All of the adjustable-rate mortgage loans provide for semi-annual
adjustment of the related interest rate based on the Six-Month LIBOR Loan Index 
(as described below under "--The Index") as specified in the related mortgage   
note, and for corresponding adjustments to the monthly payment amount, in each  
case on each applicable adjustment date (each such date, an "ADJUSTMENT DATE"). 
The first such adjustment for approximately 88.49% of the adjustable-rate       
mortgage loans will occur after an initial period of approximately two years    
following origination; in the case of approximately 9.92% of the adjustable-rate
mortgage loans, approximately three years following origination; and in the case
of 1.59% of the adjustable-rate mortgage loans, approximately five years        
following origination.                                                          

 On each Adjustment Date for an adjustable-rate mortgage loan, the
interest rate will be adjusted to equal the sum, rounded generally to the       
nearest multiple of 1/8% of the index and a fixed percentage amount (the "GROSS 
MARGIN"). However, the interest rate on each such mortgage loan will not        
increase or decrease by more than a fixed percentage as specified in the related
mortgage note (the "PERIODIC CAP") on any related Adjustment Date, except in the
case of the first Adjustment Date, and will not exceed a specified maximum      
interest rate over the life of the adjustable-rate mortgage loan (the "MAXIMUM  
RATE") or be less than a specified minimum interest rate over the life of the   
adjustable-rate mortgage loan (the "MINIMUM RATE"). The Periodic Caps for the   
adjustable-rate mortgage loans are:                                             

  o       1.51%-2.00% for approximately 0.12% of the adjustable-rate
mortgage loans;                                 

  o       1.01%-1.50% for approximately 3.39% of the adjustable-rate
mortgage loans; and                             

   o       0.51%-1.00% for approximately 96.49% of the adjustable-rate
mortgage loans.                                 

      The interest rate generally will not increase or decrease on the first
Adjustment Date by more than a fixed percentage specified in the related        
mortgage note (the "INITIAL CAP"). The Initial Caps for substantially all of the
adjustable-rate mortgage loans are:                                             

  o       5.51%-6.00% for approximately 0.18% of the adjustable-rate
mortgage loans;                                 

  o       4.51%-5.00% for approximately 0.08% of the adjustable-rate
mortgage loans;                                 

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  o       3.51%-4.00% for approximately 0.01% of the adjustable-rate
mortgage loans;                                 

  o       3.01%-3.50% for approximately 0.25% of the adjustable-rate
mortgage loans;                                 

   o       2.51%-3.00% for approximately 98.54% of the adjustable-rate
mortgage loans;                                 

  o       1.51%-2.00% for approximately 0.18% of the adjustable-rate
mortgage loans;                                 

  o       1.01%-1.50% for approximately 0.71% of the adjustable-rate
mortgage loans; and                             

  o       0.51%-1.00% for approximately 0.05% of the adjustable-rate
mortgage loans.                                 

    Effective with the first monthly payment due on each adjustable-rate
mortgage loan (other than any adjustable-rate mortgage loans that are balloon   
mortgage loans) after each related Adjustment Date, or, with respect to the     
adjustable-rate interest-only mortgage loans, following the interest-only       
period, the monthly payment amount will be adjusted to an amount that will      
amortize fully the outstanding principal balance of the related adjustable-rate 
mortgage loan over its remaining term, and pay interest at the interest rate as 
so adjusted. Due to the application of the Initial Caps, Periodic Caps and      
Maximum Rates, the interest rate on each such adjustable-rate mortgage loan, as 
adjusted on any related Adjustment Date, may be less than the sum of the        
applicable Index and the related Gross Margin, rounded as described in this     
prospectus supplement. See "--The Index" below. The adjustable-rate mortgage    
loans generally do not permit the related borrowers to convert their adjustable 
interest rate to a fixed interest rate.                                         

THE INDEX                                                                       

       The Index used in determining the interest rates of the adjustable-rate
mortgage loans is the average of the interbank offered rates for six month      
United States dollar deposits in the London market, calculated as provided in   
the related mortgage note (the "SIX-MONTH LIBOR LOAN INDEX") and as most        
recently available either as of (1) the first business day occurring in a       
specified period of time prior to such Adjustment Date, (2) the first business  
day of the month preceding the month of such Adjustment Date or (3) the last    
business day of the second month preceding the month in which such Adjustment   
Date occurs, as specified in the related mortgage note. In the event that the   
applicable Index becomes unavailable or otherwise unpublished, the servicer will
select a comparable alternative index over which it has no direct control and   
which is readily verifiable.                                                    

SOUTHSTAR UNDERWRITING GUIDELINES                                               

GENERAL                                                                         

The information set forth below has been provided by SouthStar. 

        The mortgage loans originated or acquired by SouthStar were generally in
accordance with the underwriting criteria described in this section. The        
following is a summary of the underwriting guidelines believed by the depositor 
to have been applied, with some variation, by SouthStar.                        

      SouthStar's guidelines are intended to evaluate the borrower's ability
to repay the mortgage loan, evaluate the borrower's credit and evaluate the     
value and adequacy of the collateral. SouthStar does not approve mortgage loans 
based solely on the value of the collateral.                                    

Underwriters are required to approve mortgage loans based on the
applicable guidelines. Underwriters may on a case by case basis, based on       
compensating factors, approve mortgage loans that do not strictly comply with   
the guidelines. In all instances, the borrowers must show the ability to repay  
the mortgage loan, have acceptable credit, and acceptable collateral.           

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SouthStar offers the following first lien terms:                

o       15/30/40 year fixed rate terms; and                     

o       2/3/5 year adjustable rate terms with 30 and 40 year    
amortizations.                                  

DOCUMENTATION                                                                   

  SouthStar verifies the income of each borrower under the following
documentation types:                                                            

      Full Documentation. Requires a 2 year employment history and a minimum
of 12 months verified income.                                                   

      Reduced Documentation. Requires a 2 year employment / business history
verified and bank statements for 6 months (personal, "doing business as" or     
business). No negative ending balances or NSF charges.                          

       Stated Income. Employment history must be stated on the 1003 covering a
2 year period. The income stated must be reasonable for the profession. The     
following documentation is required:                                            

o       Verbal verification of employment                       

    o       Borrowers employment and income sources must be shown on the
1003                                            

     o       Income must be reasonable and is subject to the underwriter's
discretion                                      

      o       If self-employed, a copy of the borrower's business license or
         other acceptable source of documentation must be supplied

o       Minimum credit score of 560                             

      No Documentation. Income and employment are not disclosed on the 1003.

o       Minimum credit score of 660                             

ACCEPTABLE COLLATERAL                                                           

o       Single family detached and attached dwellings           

o       Planned unit developments                               

o       Condominiums                                            

o       Townhomes                                               

o       Two-to-four family dwellings                            

RISK CATEGORIES                                                                 

The following criteria must be met for borrower eligibility:    

     o       Debt to income ratio not too exceed 50% on Full Documentation
       and Stated Income mortgage loans. Debt to income is not
applicable for No Documentation.                

o       Minimum FICO Score                                      

-       540 for Full Documentation              

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-       560 for Stated Income                   

-       660 for No Documentation                

      o       Valid credit score. A minimum of 3 trade lines with 1 open and
            active trade line of any type within the past 6 months and 2
reported trade lines with 24 months reviewed    

   o       Housing history: Maximum 1 x 90, no rolling, in the past 12
months. Maximum 60 days delinquent at closing.  

        -       Late payments of 120 days or more are considered
                  foreclosures and must meet foreclosure guidelines.

                -       Rent free or private verification of rent, in lieu of 12
                       consecutive months canceled checks, requires 1 open and
                   active $2,500 account at 0 x 30 for a minimum of 18
         months and a minimum credit score of 560.

              -       Must have a housing history after a foreclosure with a
                      history of 0 x 30. Rent free borrowers are not allowed
after a foreclosure.            

        -       Foreclosure: No seasoning from termination date.
      Multiple foreclosures are not allowed.

             -       Bankruptcy / Consumer Credit Counseling: No seasoning
                    from termination date. Multiple bankruptcies are not
allowed.                        

            -       Paying off Bankruptcy or CCCS: Full Documentation or
                  Reduced Documentation only. 0 x 30 housing history
              required. Rent free borrowers are not allowed.

APPRAISALS                                                                      

        SouthStar realizes the soundness of a portfolio depends to a significant
extent on the quality and accuracy of the real estate appraisal. SouthStar's    
policy is to:                                                                   

       o       Comply with rules of regulations set forth by state and federal
agencies                                        

o       Use AVMs in the review process                          

        o       Field review requirements for specific mortgage loan amounts and
products                                        

o       Have a chief appraiser on site                          

GOLDMAN SACHS MORTGAGE CONDUIT PROGRAM UNDERWRITING GUIDELINES                  

GENERAL                                                                         

      GSMC acquires its mortgage loans through two primary channels: (i) its
conduit program, pursuant to which it acquires mortgage loans from various      
banks, savings and loan associations, mortgage bankers and other mortgage loan  
originators and purchasers of mortgage loans in the secondary market and (ii)   
bulk acquisitions in the secondary market. GSMC will acquire mortgage loans     
secured by first or second liens on the related mortgaged properties.           

      All of the mortgage loans acquired by GSMC through its conduit program
were acquired generally in accordance with the underwriting criteria described  
in this section. In certain instances, compensating factors demonstrated to the 
mortgage loan originator by a prospective borrower may warrant GSMC to make     
certain exceptions to these guidelines. In such instances GSMC would purchase a 
mortgage loan that did not completely conform to the guidelines set out below.  

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     The underwriting guidelines used to originate certain of the mortgage
loans acquired by GSMC are different from and, in some cases, less stringent    
than, the underwriting standards established by Fannie Mae or Freddie Mac. The  
differences primarily relate to loan characteristics such as original principal 
balances, loan-to-value ratios, borrower income, required documentation,        
interest rates, borrower occupancy of the mortgaged property and/or property    
types. Mortgage loans originated pursuant to underwriting standards different   
from those of Fannie Mae and Freddie Mac may experience higher rates of         
delinquency and/or credit losses than mortgage loans originated by Fannie Mae or
Freddie Mac. In addition, compensating factors demonstrated by a prospective    
borrower may warrant certain exceptions to the underwriting standards described 
in this section.                                                                

     Generally, each borrower applying for a mortgage loan must complete a
credit application. The credit application is designed to provide the           
originating lender with relevant credit information about the prospective       
borrower such as information with respect to the borrower's assets, liabilities,
income (except as described below), credit history, employment history and      
personal information. In addition, prospective borrowers generally must provide 
an authorization to apply for a credit report. A credit report summarizes the   
borrower's past credit experience with lenders and other debtors, including any 
record of bankruptcy. Sometimes, the borrower is required to authorize the      
originating lender to verify deposits at financial institutions identified by   
the borrower as institutions at which the borrower maintains demand or savings  
accounts. The originating lender may also consider certain non-wage income of   
the borrower in the underwriting process, including income derived from         
mortgaged properties that are investment properties or two- to four-unit        
dwellings. Generally, the originating lender will not consider income derived   
from vacation or second homes in the underwriting process. Certain borrowers    
with acceptable payment histories are not required to state their income on     
their loan application and, as a result, the originating lender does not verify 
their income.                                                                   

      Based on the data referred to above (and verification of that data, to
the extent required), the originating lender makes a determination about whether
the borrower's monthly income (if required to be stated) will be sufficient to  
enable the borrower to meet its monthly obligations on the mortgage loan and    
other expenses related to the property, including property taxes, utility costs,
standard hazard insurance and other fixed and revolving obligations other than  
housing expenses. Generally, scheduled payments on a mortgage loan during the   
first twelve months of its term plus taxes and insurance and all scheduled      
payments on obligations that extend beyond ten months may equal no more than a  
specified percentage of the prospective borrower's gross income. The permitted  
percentage is determined on the basis of various underwriting criteria,         
including the LTV ratio of the mortgage loan and, in certain instances, the     
amount of liquid assets available to the borrower after origination.            

       In addition to its "full" documentation program, loans acquired by GSMC
through its conduit program may also be originated under the following limited  
documentation programs: "reduced income," "stated income," "stated income/stated
assets" or "no doc." These limited documentation programs are designed to       
streamline the underwriting process.                                            

       The "reduced income," "stated income," "stated income/stated asset" and
"no doc" programs generally require less documentation and verification than do 
"full" documentation programs.                                                  

     Generally, the "full" documentation program requires information with
respect to the borrower's income and assets (i.e., standard Fannie Mae/Freddie  
Mac approved forms for verification of income/employment, assets and certain    
payment histories). However, alternative forms of standard verifications may    
also be used for income (i.e., W-2 forms, tax returns and/or pay stubs) and     
assets (i.e., bank statements). Generally, under "full" documentation programs  
at least one year of income documentation is provided. Employment history must  
also be verified by the originating lender.                                     

Generally, the "reduced" documentation program requires similar 
information with respect to the borrower's income as a "full" documentation     
program. However, under "reduced" documentation programs only six months of     
income documentation is generally provided. Employment history must also be     
verified by the originating lender.                                             

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      Generally, under the "stated income" program, the borrower's income is
stated on the credit application but not verified by the originator. However,   
employment history must be verified by the originating lender.                  

       Generally, under the "stated income/stated assets" program, both income
and assets are stated on the loan application, but the originator verifies      
neither; although the stated income must be reasonable relative to the          
borrower's stated employment. However, employment history must be verified by   
the originating lender.                                                         

       Generally, under the "no doc" program, the borrower's income and assets
are neither stated on the credit application nor verified by the originator. The
underwriting for mortgage loans originated under a "no doc" program may be based
primarily or entirely on the appraised value of the mortgaged property and the  
LTV ratio at origination as well as on the payment history and credit score of  
the related borrower. Employment history is neither stated nor verified by the  
originating lender.                                                             

 The following charts summarize GSMC's maximum loan-to-value ratio
requirements under its various documentation programs:                          

FULL DOCUMENTATION

            OWNER OCCUPIED           2ND HOME         NON-OWNER OCCUPIED
         -------------------   -------------------   -------------------
MINIMUM     MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM  
FICO SCORE    LTV(1)     CLTV(1)    LTV(1)     CLTV(1)    LTV(1)     CLTV(1)    
----------   --------   --------   --------   --------   --------   --------    
 700           100%       100%        95%        95%        90%        90%
680           100        100         95         95         90         90
640           100        100         90         90         90         90
620           100        100         90         90         85         90
600           100        100         90         90         85         90
580            90         95         90         90         80         90
560            90         95         85         90         75         90
540            85         95        n/a        n/a        n/a        n/a

(1)     The maximum permitted loan-to-value ratio and combined loan-to-value    
      ratio may be reduced for: cash out refinances and debt consolidations,
certain property types, and loan amount.                        

 REDUCED DOCUMENTATION

            OWNER OCCUPIED           2ND HOME         NON-OWNER OCCUPIED
         -------------------   -------------------   -------------------
MINIMUM     MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM  
FICO SCORE    LTV(1)     CLTV(1)    LTV(1)     CLTV(1)    LTV(1)     CLTV(1)    
----------   --------   --------   --------   --------   --------   --------    
 700           100%       100%        95%        95%        85%        90%
680           100        100         90         90         85         90
640           100        100         90         90         80         90
620            95         95         85         90         75         90
600            90         90         85         90         75         90
580            90         90         80         90         75         90
560            85         90         80         80         75         90
540            80         90        n/a        n/a        n/a        n/a

(1)     The maximum permitted loan-to-value ratio and combined loan-to-value    
      ratio may be reduced for: cash out refinances and debt consolidations,
certain property types, and loan amount.                        

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STATED INCOME / STATED INCOME STATED ASSET DOCUMENTATION

            OWNER OCCUPIED           2ND HOME         NON-OWNER OCCUPIED
         -------------------   -------------------   -------------------
MINIMUM     MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM  
FICO SCORE    LTV(1)     CLTV(1)    LTV(1)     CLTV(1)    LTV(1)     CLTV(1)    
----------   --------   --------   --------   --------   --------   --------    
 700           100%       100%        90%        90%        85%        90%
680           100        100         90         90         80         90
640            90        100         85         90         80         90
620            85         90         80         90         75         90
600            85         90         80         90         70         90
580            80         90         75         90         70         90
560            75         90         65         90         60         90

(1)     The maximum permitted loan-to-value ratio and combined loan-to-value    
      ratio may be reduced for: cash out refinances and debt consolidations,
certain property types, and loan amount.                        

NO DOCUMENTATION

            OWNER OCCUPIED           2ND HOME         NON-OWNER OCCUPIED
         -------------------   -------------------   -------------------
MINIMUM     MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM    MAXIMUM  
FICO SCORE    LTV(1)     CLTV(1)    LTV(1)     CLTV(1)    LTV(1)     CLTV(1)    
----------   --------   --------   --------   --------   --------   --------    
 700            95%        95%        85%        85%        80%        80%
680            90         90         85         85         75         75
660            85         85         80         80         70         70

(1)     The maximum permitted loan-to-value ratio and combined loan-to-value    
      ratio may be reduced for: cash out refinances and debt consolidations,
certain property types, and loan amount.                        

     An appraisal is generally conducted on each mortgaged property by the
originating lender. The appraisal must be conducted in accordance with          
established appraisal procedure guidelines acceptable to the originator in order
to determine the adequacy of the mortgaged property as security for repayment of
the related mortgage loan. All appraisals must be on forms acceptable to Fannie 
Mae and/or Freddie Mac and conform to the Uniform Standards of Professional     
Appraisal Practice adopted by the Appraisal Standards Board of the Appraisal    
Foundation. Appraisers may be staff licensed appraisers employed by the         
originator or independent licensed appraisers selected in accordance with       
established appraisal procedure guidelines acceptable to the originator.        
Generally, the appraisal procedure guidelines require the appraiser or an agent 
on its behalf to inspect the property personally and verify whether the property
is in good condition and that, if new, construction has been substantially      
completed. The appraisal generally will be based upon a market data analysis of 
recent sales of comparable properties and, when deemed applicable, an analysis  
based on income generated from the property or a replacement cost analysis based
on the current cost of constructing or purchasing a similar property.           

CREDIT SCORES                                                                   

      Credit scores are obtained by many lenders in connection with mortgage
loan applications to help them assess a borrower's creditworthiness (the "CREDIT
SCORES"). Credit Scores are generated by models developed by a third-party which
analyzed data on consumers in order to establish patterns which are believed to 
be indicative of the borrower's probability of default. The Credit Score is     
based on a borrower's historical credit data, including, among other things,    
payment history, delinquencies on accounts, levels of outstanding indebtedness, 
length of credit history, types of credit, and bankruptcy experience. Credit    
Scores range from approximately 250 to approximately 900, with higher scores    
indicating an individual with a more favorable credit history compared to an    
individual with a lower score. However, a Credit Score purports only to be a    
measurement of the relative degree of risk a borrower represents to a lender,   
i.e., a borrower with a higher score is statistically expected to be less likely
to default in payment than a borrower with a lower score. Lenders have varying  
ways of analyzing Credit                                                        

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Scores and, as a result, the analysis of Credit Scores across the industry is   
not consistent. In addition, it should be noted that Credit Scores were         
developed to indicate a level of default probability over a two-year period,    
which does not correspond to the life of a mortgage loan. Furthermore, Credit   
Scores were not developed specifically for use in connection with mortgage      
loans, but for consumer loans in general, and assess only the borrower's past   
credit history. Therefore, a Credit Score does not take into consideration the  
effect of mortgage loan characteristics (which may differ from consumer loan    
characteristics) on the probability of repayment by the borrower. There can be  
no assurance that the Credit Scores of the mortgagors will be an accurate       
predictor of the likelihood of repayment of the related mortgage loans.         

       The tables on Schedule A set forth certain information as to the Credit
Scores of the related mortgagors, for the mortgage loans in the aggregate and   
for each mortgage loan group, obtained by the applicable original loan seller in
connection with the origination of each mortgage loan.                          

THE SERVICER

GENERAL                                                                         

The information set forth in the following paragraphs under "The
Servicer--General" and "--Delinquency and Foreclosure Experience" has been      
provided by Litton Loan Servicing LP. The servicer will be required to service  
the mortgage loans in accordance with the pooling and servicing agreement.      

The servicer, a Delaware limited partnership and a wholly owned 
subsidiary of Credit-Based Asset Servicing and Securitization LLC ("C-BASS")    
will act as the servicer of the mortgage loans pursuant to the pooling and      
servicing agreement. The servicer was formed in December 1996. As of September  
30, 2005, the servicer employed approximately 831 individuals. The main office  
of the servicer is located at 4828 Loop Central Drive, Houston, Texas 77081. The
servicer is currently a Fannie Mae and Freddie Mac approved servicer and an     
approved FHA and VA lender with a servicing portfolio of approximately $36.46   
billion as of September 30, 2005. The servicer specializes in servicing sub     
performing mortgage loans. The servicer is servicing in excess of 100           
securitizations for C-BASS and various third parties.                           

    From time to time the servicer may acquire servicing portfolios from
third parties which acquisitions may be significant in relation to the          
servicer's current portfolio. The servicer does not believe that any such       
acquisition, if effected, would have an adverse effect on its ability to service
the mortgage loans in accordance with the pooling and servicing agreement.      

      On December 1, 2004, the servicer and C-BASS closed a transaction with
The Provident Bank, pursuant to which the servicer acquired the mortgage        
servicing rights on a portfolio of mortgage loans with an aggregate principal   
balance of approximately $8.5 billion in conjunction with C-BASS' acquisition of
residual mortgage-backed securities relating to certain of such loans.          

        The servicer may make available certain loan level and certificate level
information, such as delinquency and credit support data, projected and actual  
loss data, roll rates, and trend analyses, through its proprietary investor     
interface and asset analysis tool, RADARViewer(sm). The RADARViewer(sm) internet
website is currently located at www.radarviewer.com. The servicer has no        
obligation to continue to provide any type of information available on          
RADARViewer(sm) as of the date hereof or to maintain its RADARViewer(sm) website
in the entirety, and may, in its sole discretion, discontinue such service at   
any time.                                                                       

        Fitch assigned the servicer its RSS1 residential special servicer rating
in November 1999 and reaffirmed that rating in August 2005. The rating is based 
on the servicer's ability to manage and liquidate nonperforming residential     
mortgage loans and real estate owned assets. This RSS1 rating is the highest    
special servicer rating attainable from Fitch which reflects the servicer's     
proprietary default management technology, the financial strength of its parent 
and the experience of its management and staff.                                 

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      In January 2001, Fitch assigned the servicer its RPS1 primary servicer
rating for subprime and high loan-to-value ratio product and reaffirmed that    
rating in August 2005. The RPS1 rating is currently the highest subprime primary
servicer rating attainable from Fitch for any subprime servicer, which is based 
on the servicer's loan administration processes including its loan set-up       
procedures and related technology, loan accounting/cash management and loan     
reporting. The RPS1 rating for high loan-to-value ratio product is based, in    
part, on the servicer's focus on early collection and loss mitigation.          

        In March 2001, Moody's Investors Service, Inc. assigned the servicer its
top servicer quality rating (SQ1) as a primary servicer of prime and subprime   
mortgage loans, second liens and as a special servicer and reaffirmed that      
rating in November 2005. The rating is based on the servicer's ability as a     
servicer and the stability of its servicing operations.                         

        In April 2001, S&P raised the servicer's ranking from "Above Average" to
"Strong" for both its residential special and subprime servicing categories and 
reaffirmed that rating in April 2004. The "Strong" rating is S&P's highest      
possible rating for these categories. The rankings are based on the servicer's  
established history of servicing distressed assets for a diverse investor base, 
technological improvements that have increased operational efficiencies,        
management depth, and internal controls.                                        

 As of the date of this prospectus supplement, each of the ratings
described above remains in effect with respect to the servicer.                 

DELINQUENCY AND FORECLOSURE EXPERIENCE                                          

The following table sets forth the delinquency and foreclosure  
experience of the mortgage loans the servicer serviced as of the dates          
indicated. The servicer's portfolio of mortgage loans may differ significantly  
from the mortgage loans in the mortgage loan pool in terms of interest rates,   
principal balances, geographic distribution, types of properties and other      
possibly relevant characteristics. There can be no assurance, and no            
representation is made, that the delinquency and foreclosure experience with    
respect to the mortgage loans in the mortgage loan pool will be similar to that 
reflected in the table below, nor is any representation made as to the rate at  
which losses may be experienced on liquidation of defaulted mortgage loans in   
the mortgage loan pool. The actual delinquency experience on the mortgage loans 
in the mortgage loan pool will depend, among other things, upon the value of the
real estate securing such mortgage loans in the mortgage loan pool and the      
ability of the related borrower to make required payments. It should be noted   
that the servicer's business includes the acquisition of servicing rights with  
respect to non performing and subperforming mortgage loans and the servicer has 
been an active participant in the market for such servicing rights since 1997,  
although the amount of such acquisitions (as a percentage of aggregate          
acquisitions) has decreased in the past few years. The acquisition of such      
servicing rights may have affected the delinquency and foreclosure experience of
the servicer.                                                                   

 DELINQUENCY AND FORECLOSURE EXPERIENCE(1)

                                                        [Enlarge/Download Table]

                                     As of September 30, 2005                      As of December 31, 2004            
                            -------------------------------------------   ------------------------------------------- 
                                                               % by                                          % by     
                             No. of         Principal        Principal     No. of         Principal        Principal  
                             Loans          Balance(2)        Balance      Loans          Balance(2)        Balance   
                            --------   ------------------   -----------   --------   ------------------   ----------- 
                                                                                                                      
                             213,579   $   28,558,941,190         78.33%   209,161   $   25,418,836,059         75.47%
Period of Delinquency(3)                                                                                              
   30-59 Days                 28,034        3,232,696,960          8.87%    30,872        3,366,957,309         10.00%
   60-89 Days                 11,329        1,254,539,329          3.44%    13,627        1,435,281,813          4.26%
   90 Days or more             9,185          999,843,025          2.74%     9,483          924,532,429          2.74%
                            --------   ------------------   -----------   --------   ------------------   ----------- 
Total Delinquency             48,548   $    5,487,079,314         15.05%    53,982   $    5,726,771,551         17.00%
                            ========   ==================   ===========   ========   ==================   =========== 
Foreclosures/Bankruptcy(4)    18,722   $    1,891,812,884          5.19%    21,085   $    1,990,423,865          5.91%
Real Estate Owned              5,568          523,076,605          1.43%     6,236          544,216,985          1.62%
                            --------   ------------------   -----------   --------   ------------------   ----------- 
Total Portfolio              286,417   $   36,460,909,993        100.00%   290,464   $   33,680,248,460        100.00%
                            ========   ==================   ===========   ========   ==================   =========== 


                                     As of December 31, 2003                                                          
                            -------------------------------------------                                               
                                                               % by                                                   
                             No. of         Principal        Principal                                                
                             Loans          Balance(2)        Balance                                                 
                            --------   ------------------   -----------                                               
                                                                                                                      
                             117,507   $   12,259,524,842         69.54%                                              
Period of Delinquency(3)                                                                                              
   30-59 Days                 19,576        1,846,650,352         10.47%                                              
   60-89 Days                  8,097          759,456,004          4.31%                                              
   90 Days or more             6,576          544,508,354          3.09%                                              
                            --------   ------------------   -----------                                               
Total Delinquency             34,249   $    3,150,614,710         17.87%                                              
                            ========   ==================   ===========                                               
Foreclosures/Bankruptcy(4)    19,954   $    1,807,441,681         10.25%                                              
Real Estate Owned              4,611          411,683,483          2.34%                                              
                            --------   ------------------   -----------                                               
Total Portfolio              176,321   $   17,629,264,716        100.00%                                              
                            ========   ==================   ===========                                               

----------                                                                      
(1)     The table shows mortgage loans which were delinquent or for which       
     foreclosure proceedings had been instituted as of the date indicated.
(2)     For the Real Estate Owned properties, the principal balance is at the   
time of foreclosure.                                            
(3)     No mortgage loan is included in this section of the table as delinquent 
until it is 30 days past due.                                   
(4)     Exclusive of the number of loans and principal balance shown in Period  
of Delinquency.                                                 

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    It is unlikely that the delinquency experience of the mortgage loans
comprising the mortgage loan pool will correspond to the delinquency experience 
of the servicer's mortgage loan portfolio set forth in the foregoing table. The 
statistics shown above represent the delinquency experience for the servicer's  
mortgage loan servicing portfolio only for the periods presented, whereas the   
aggregate delinquency experience on the mortgage loans comprising the mortgage  
loan pool will depend on the results obtained over the life of the mortgage loan
pool. There can be no assurance that the mortgage loans comprising the mortgage 
loan pool will perform consistently with the delinquency or foreclosure         
experience described in this prospectus supplement. It should be noted that if  
the residential real estate market should experience an overall decline in      
property values, the actual rates of delinquencies and foreclosures could be    
higher than those previously experienced by the servicer. In addition, adverse  
economic conditions may affect the timely payment by borrowers of scheduled     
payments of principal and interest on the mortgage loans in the mortgage loan   
pool and, accordingly, the actual rates of delinquencies and foreclosures with  
respect to the mortgage loan pool.                                              

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 THE TRUSTEE

     Deutsche Bank National Trust Company, a national banking association,
has an office at 1761 East St. Andrew Place, Santa Ana, California 92705-4934,  
Attention: Trust Administration - GS05H5. The trustee will perform              
administrative functions on behalf of the trust fund and for the benefit of the 
certificateholders pursuant to the terms of the pooling and servicing agreement.
The trustee's duties are limited solely to its express obligations under the    
pooling and servicing agreement. See "The Pooling and Servicing Agreement" in   
this prospectus supplement.                                                     

 DESCRIPTION OF THE CERTIFICATES

GENERAL                                                                         

     On the closing date, the trust will be created and the depositor will
cause the trust to issue the certificates. The certificates will be issued in   
twenty classes--the Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D,  
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,    
Class M-8, Class B-1, Class B-2, Class R-1, Class R-2, Class R-3, Class P and   
Class X certificates. Only the Class A-1, Class A-2A, Class A-2B, Class A-2C,   
Class A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and
Class M-7 certificates (collectively, the "OFFERED CERTIFICATES") will be       
offered under this prospectus supplement. The Class R-1, Class R-2 and Class R-3
certificates are referred to as the "RESIDUAL CERTIFICATES" in this prospectus  
supplement. The Offered Certificates, other than the Residual Certificates,     
together with the Class M-8, Class B-1 and Class B-2 certificates, are referred 
to as the "LIBOR CERTIFICATES" in this prospectus supplement. The Offered       
Certificates that are LIBOR Certificates are referred to as "OFFERED LIBOR      
CERTIFICATES" in this prospectus supplement. The certificates will collectively 
represent the entire undivided ownership interest in the trust fund created and 
held under the pooling and servicing agreement, subject to the limits and       
priority of distribution provided for in that agreement.                        

The trust fund will consist of:                                 

        o       the mortgage loans, together with the related mortgage files and
                all related collections and proceeds due and collected after the
cut-off date;                                   

       o       such assets as from time to time are identified as REO property
and related collections and proceeds;           

   o       assets that are deposited in the accounts described in this
prospectus supplement; and                      

o       an interest rate swap agreement.                        

      The LIBOR Certificates will be issued and available only in book-entry
form, in minimum denominations of $25,000 initial principal amount and integral 
multiples of $1 in excess of $25,000, except that one certificate of each class 
may be issued in a different amount. The Residual Certificates will be issued   
and available only in definitive form, in minimum denominations of $25.         

       Voting rights will be allocated among holders of the LIBOR Certificates
in proportion to the Class Certificate Balances of their respective certificates
on such date, except that the Class X and Class P certificates will each be     
allocated 1% of the voting rights. The Residual Certificates will not be        
entitled to any voting rights.                                                  

    The Class A-1 certificates will generally represent interests in the
group I mortgage loans and the Class A-2A, Class A-2B, Class A-2C and Class A-2D
certificates will generally represent an interest in the group II mortgage      
loans. The Class R-1, Class R-2, Class R-3, Class M-1, Class M-2, Class M-3,    
Class M-4, Class M-5, Class M-6 and Class M-7 certificates will represent       
interests in all of the mortgage loans in the trust fund.                       

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BOOK-ENTRY REGISTRATION                                                         

   The LIBOR Certificates are sometimes referred to in this prospectus
supplement as "BOOK-ENTRY CERTIFICATES." No person acquiring an interest in the 
book-entry certificates will be entitled to receive a definitive certificate    
representing an obligation of the trust, except under the limited circumstances 
described in this prospectus supplement. Beneficial owners may elect to hold    
their interests through DTC, in the United States, or Clearstream Banking,      
societe anonyme or Euroclear Bank, as operator of the Euroclear System, in      
Europe. Transfers within DTC, Clearstream or Euroclear, as the case may be, will
be in accordance with the usual rules and operating procedures of the relevant  
system. So long as the LIBOR Certificates are book-entry certificates, such     
certificates will be evidenced by one or more certificates registered in the    
name of Cede & Co., which will be the "HOLDER" of such certificates, as the     
nominee of DTC or one of the relevant depositories. Cross-market transfers      
between persons holding directly or indirectly through DTC, on the one hand, and
counterparties holding directly or indirectly through Clearstream or Euroclear, 
on the other, will be effected in DTC through the relevant depositories of      
Clearstream or Euroclear, respectively, and each a participating member of DTC. 
The interests of the beneficial owners of interests in the LIBOR Certificates   
will be represented by book entries on the records of DTC and its participating 
members. All references in this prospectus supplement to the LIBOR Certificates 
reflect the rights of beneficial owners only as such rights may be exercised    
through DTC and its participating organizations for so long as such certificates
are held by DTC.                                                                

       The beneficial owners of the LIBOR Certificates may elect to hold their
certificates through DTC in the United States, or Clearstream or Euroclear if   
they are participants in such systems, or indirectly through organizations which
are participants in such systems. The LIBOR Certificates will be issued in one  
or more certificates which in the aggregate equal the outstanding principal     
balance or notional amount of the related class of certificates and will        
initially be registered in the name of Cede & Co., the nominee of DTC.          
Clearstream and Euroclear will hold omnibus positions on behalf of their        
participants through customers securities accounts in Clearstream's and         
Euroclear's names on the books of their respective depositories which in turn   
will hold such positions in customers' securities accounts in the depositories  
names on the books of DTC. Except as described below, no beneficial owner will  
be entitled to receive a physical or definitive certificates. Unless and until  
definitive certificates are issued, it is anticipated that the only holder of   
the LIBOR Certificates will be Cede & Co., as nominee of DTC. Beneficial owners 
will not be holders or certificateholders as those terms are used in the pooling
and servicing agreement. Beneficial owners are only permitted to exercise their 
rights indirectly through participants and DTC.                                 

    The beneficial owner's ownership of a book-entry certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary that maintains the beneficial owner's account for such   
purpose. In turn, the financial intermediary's ownership of such book-entry     
certificate will be recorded on the records of DTC or on the records of a       
participating firm that acts as agent for the financial intermediary, whose     
interest will in turn be recorded on the records of DTC, if the beneficial      
owner's financial intermediary is not a DTC participant and on the records of   
Clearstream or Euroclear, as appropriate.                                       

      DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a clearing           
corporation within the meaning of the New York UCC and a "clearing agency"      
registered pursuant to Section 17A of the Exchange Act. DTC was created to hold 
securities for its participants and to facilitate the clearance and settlement  
of securities transactions between participants through electronic book-entries,
thus eliminating the need for physical movement of certificates. Participants   
include securities brokers and dealers, including underwriters, banks, trust    
companies and clearing corporations. Indirect access to the DTC system also is  
available to others such as banks, brokers, dealers and trust companies that    
clear through or maintain a custodial relationship with a participant, either   
directly or indirectly through indirect participants.                           

      Under the rules, regulations and procedures creating and affecting DTC
and its operations, DTC is required to make book-entry transfers of book-entry  
certificates, such as the LIBOR Certificates, among participants on whose behalf
it acts with respect to the book-entry certificates and to receive and transmit 
distributions of principal of and interest on the book-entry certificates.      
Participants and indirect participants with which beneficial owners have        
accounts with respect to the book-entry certificates                            

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similarly are required to make book-entry transfers and receive and transmit    
such distributions on behalf of their respective beneficial owners.             

        Beneficial owners that are not participants or indirect participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests 
in, book-entry certificates may do so only through participants and indirect    
participants. In addition, beneficial owners will receive all distributions of  
principal and interest from the trustee, or a paying agent on behalf of the     
trustee, through DTC participants. DTC will forward such distributions to its   
participants, which thereafter will forward them to indirect participants or    
beneficial owners. Beneficial owners will not be recognized by the trustee or   
any paying agent as holders of the LIBOR Certificates, and beneficial owners    
will be permitted to exercise the rights of the holders of the LIBOR            
Certificates only indirectly through DTC and its participants.                  

Because of time zone differences, it is possible that credits of
securities received in Clearstream or Euroclear as a result of a transaction    
with a participant will be made during subsequent securities settlement         
processing and dated the business day following the DTC settlement date. Such   
credits or any transactions in such securities settled during such processing   
will be reported to the relevant Euroclear or Clearstream participants on such  
business day. Cash received in Clearstream or Euroclear as a result of sales of 
securities by or through a Clearstream participant or Euroclear participant to a
DTC participant will be received with value on the DTC settlement date but, due 
to time zone differences, may be available in the relevant Clearstream or       
Euroclear cash account only as of the business day following settlement in DTC. 

       Transfers between participants will occur in accordance with DTC rules.
Transfers between Clearstream participants and Euroclear participants will occur
in accordance with their respective rules and operating procedures.             

     Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream    
participants or Euroclear participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international      
clearing system by the relevant depositary, each of which is a participating    
member of DTC; provided, however, that such cross-market transactions will      
require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and      
procedures and within its established deadlines. The relevant European          
international clearing system will, if the transaction meets its settlement     
requirements, deliver instructions to the relevant depositary to take action to 
effect final settlement on its behalf by delivering or receiving securities in  
DTC, and making or receiving distribution in accordance with normal procedures  
for same day funds settlement applicable to DTC. Clearstream participants and   
Euroclear participants may not deliver instructions directly to the relevant    
depositories for Clearstream or Euroclear.                                      

  Clearstream holds securities for its participant organizations and
facilitates the clearance and settlement of securities transactions between     
Clearstream participants through electronic book-entry changes in accounts of   
Clearstream participants, thus eliminating the need for physical movement of    
securities. Transactions may be settled through Clearstream in many currencies, 
including United States dollars. Clearstream provides to its Clearstream        
participants, among other things, services for safekeeping, administration,     
clearance and settlement of internationally traded securities and securities    
lending and borrowing. Clearstream interfaces with domestic markets in several  
countries. Clearstream participants are recognized financial institutions around
the world, including underwriters, securities brokers and dealers, banks, trust 
companies, clearing corporations and certain other organizations. Indirect      
access to Clearstream is also available to others, such as banks, brokers,      
dealers and trust companies that clear through or maintain a custodial          
relationship with a Clearstream participant, either directly or indirectly.     

    Euroclear was created to hold securities for its participants and to
clear and settle transactions between its participants through simultaneous     
electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous        
transfers of securities and cash. The Euroclear System is owned by Euroclear plc
and operated through a license agreement by Euroclear Bank S.A./N.V., a bank    
incorporated under the laws of the Kingdom of                                   

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Belgium (the "EUROCLEAR OPERATOR"). The Euroclear Operator holds securities and 
book-entry interests in securities for participating organizations and          
facilitates the clearance and settlement of securities transactions between     
Euroclear participants, and between Euroclear participants and participants of  
certain other securities intermediaries through electronic book-entry changes in
accounts of such participants or other securities intermediaries.               
Non-participants of Euroclear may hold and transfer book-entry interests in the 
LIBOR Certificates through accounts with a direct participant of Euroclear or   
any other securities intermediary that holds book-entry interests in the LIBOR  
Certificates through one or more securities intermediaries standing between such
other securities intermediary and the Euroclear Operator.                       

  Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian
law. All securities in Euroclear are held on a fungible basis without           
attribution of specific certificates to specific securities clearance accounts. 
The Euroclear Operator acts only on behalf of Euroclear participants and has no 
record of or relationship with the persons holding through Euroclear            
participants.                                                                   

 Distributions on the book-entry certificates will be made on each
Distribution Date by the trustee to Cede & Co., as nominee of DTC. DTC will be  
responsible for crediting the amount of such distributions to the accounts of   
the applicable DTC participants in accordance with DTC's normal procedures. Each
DTC participant will be responsible for disbursing such distribution to the     
beneficial owners of the book-entry certificates that it represents and to each 
financial intermediary for which it acts as agent. Each such financial          
intermediary will be responsible for disbursing funds to the beneficial owners  
of the book-entry certificates that it represents.                              

Under a book-entry format, beneficial owners of the book-entry  
certificates may experience some delay in their receipt of distributions, since 
such distributions will be forwarded by the trustee to Cede & Co., as nominee of
DTC. Distributions with respect to certificates held through Clearstream or     
Euroclear will be credited to the cash accounts of Clearstream participants or  
Euroclear participants in accordance with the relevant system's rules and       
procedures, to the extent received by the relevant depositary. Such             
distributions will be subject to tax reporting in accordance with relevant      
United States tax laws and regulations. Because DTC can only act on behalf of   
financial intermediaries, the ability of a beneficial owner to pledge book-entry
certificates to persons or entities that do not participate in the DTC system,  
or otherwise take actions in respect of such book-entry certificates, may be    
limited due to the lack of physical certificates for such book-entry            
certificates. In addition, issuance of the book-entry certificates in book-entry
form may reduce the liquidity of such certificates in the secondary market since
certain potential investors may be unwilling to purchase certificates for which 
they cannot obtain physical certificates.                                       

       Monthly and annual reports on the trust provided by the trustee to Cede
& Co., as nominee of DTC, may be made available to beneficial owners upon       
request, in accordance with the rules, regulations and procedures creating and  
affecting DTC, and to the financial intermediaries to whose DTC accounts the    
book-entry certificates of such beneficial owners are credited.                 

       DTC has advised the depositor that it will take any action permitted to
be taken by a holder of the LIBOR Certificates under the pooling and servicing  
agreement only at the direction of one or more participants to whose accounts   
with DTC the book-entry certificates are credited. Additionally, DTC has advised
the depositor that it will take such actions with respect to specified          
percentages of voting rights only at the direction of and on behalf of          
participants whose holdings of book-entry certificates evidence such specified  
percentages of voting rights. DTC may take conflicting actions with respect to  
percentages of voting rights to the extent that participants whose holdings of  
book-entry certificates evidence such percentages of voting rights authorize    
divergent action.                                                               

        None of the trust, the depositor, the servicer, or the trustee will have
any responsibility for any aspect of the records relating to or distributions   
made on account of beneficial ownership interests of the book-entry certificates
held by Cede & Co., as nominee for DTC, or for maintaining, supervising or      
reviewing any records relating to such beneficial ownership interests.          

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    Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of certificates among participants  
of DTC, Clearstream and Euroclear, they are under no obligation to perform or   
continue to perform such procedures and such procedures may be discontinued at  
any time. See "Description of the Securities--Book-Entry Registration" in the   
prospectus.                                                                     

    See also the attached Annex I for certain information regarding U.S.
federal income tax documentation requirements for investors holding certificates
through Clearstream or Euroclear (or through DTC if the holder has an address   
outside the United States).                                                     

DEFINITIVE CERTIFICATES                                                         

    The LIBOR Certificates, which will be issued initially as book-entry
certificates, will be converted to definitive certificates and reissued to      
beneficial owners or their nominees, rather than to DTC or its nominee, only if 
(a) DTC or the depositor advises the trustee in writing that DTC is no longer   
willing or able to properly discharge its responsibilities as depository with   
respect to the book-entry certificates and the trustee or the depositor is      
unable to locate a qualified successor or (b) the depositor notifies DTC of its 
intent to terminate the book-entry system through DTC and, upon receipt of      
notice of such intent from DTC, the participants holding beneficial interests in
the certificates agree to initiate such termination.                            

       Upon the occurrence of any event described in the immediately preceding
paragraph, DTC or the trustee, as applicable, will be required to notify all    
participants of the availability through DTC of definitive certificates. Upon   
delivery of definitive certificates, the trustee will reissue the book-entry    
certificates as definitive certificates to beneficial owners. Distributions of  
principal of, and interest on, the book-entry certificates will thereafter be   
made by the trustee, or a paying agent on behalf of the trustee, directly to    
holders of definitive certificates in accordance with the procedures set forth  
in the pooling and servicing agreement.                                         

    Definitive certificates will be transferable and exchangeable at the
offices of the trustee, its agent or the certificate registrar designated from  
time to time for those purposes. As of the closing, the trustee designates the  
offices of its agent located at DB Services Tennessee, 648 Grassmere Park Road, 
Nashville, Tennessee 37211-3658, Attention: Transfer Unit, for purposes of      
certificate transfers, and DB Services Tennessee, 648 Grassmere Park Road,      
Nashville, Tennessee 37211-3658, Attention: Securities Payment Unit, for        
purposes of the surrender of certificates for the final distribution. No service
charge will be imposed for any registration of transfer or exchange, but the    
trustee may require payment of a sum sufficient to cover any tax or other       
governmental charge imposed in connection with the transfer or exchange.        

ASSIGNMENT OF THE MORTGAGE LOANS                                                

     Pursuant to certain mortgage loan purchase and warranties agreements,
the original loan sellers sold mortgage loans, without recourse, to GSMC. GSMC  
will sell, transfer, assign, set over and otherwise convey the mortgage loans,  
including all principal outstanding as of, and interest due and accruing after, 
the close of business on the cut-off date, without recourse, to the depositor on
the closing date. Pursuant to the pooling and servicing agreement, the depositor
will sell, without recourse, to the trust, all right, title and interest in and 
to each mortgage loan, including all principal outstanding as of, and interest  
due after, the close of business on the cut-off date. Each such transfer will   
convey all right, title and interest in and to (a) principal outstanding as of  
the close of business on the cut-off date (after giving effect to payments of   
principal due on that date, whether or not received) and (b) interest due and   
accrued on each such mortgage loan after the cut-off date. However, GSMC will   
not convey to the depositor, and will retain all of its right, title and        
interest in and to (x) principal due on each mortgage loan on or prior to the   
cut-off date and principal prepayments in full and curtailments (i.e., partial  
prepayments) received on each such mortgage loan on or prior to the cut-off date
and (y) interest due and accrued on each mortgage loan on or prior to the       
cut-off date.                                                                   

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DELIVERY OF MORTGAGE LOAN DOCUMENTS                                             

     In connection with the sale, transfer and assignment of each mortgage
loan to the trust, the depositor will cause to be delivered to the custodian, on
or before the closing date, the following documents with respect to each        
mortgage loan which documents constitute the mortgage file:                     

             (a)     the original mortgage note, with all riders, endorsed
without recourse in blank by the last endorsee, including all   
     intervening endorsements showing a complete chain of endorsement from
the originator to the last endorsee;                            

           (b)     the related original mortgage, with all riders, and
     evidence of its recording or, in certain circumstances, (i) a copy of
    the mortgage certified by the title company, escrow agent or closing
       attorney stating that such mortgage has been dispatched for recordation
       and the original recorded mortgage or a copy of such mortgage certified
     by the appropriate public recording office will be promptly delivered
      upon receipt by the applicable original loan seller, or (ii) a copy of
       the mortgage certified by the appropriate public recording office to be
a true and complete copy of the recorded original;              

            (c)     except with respect to each MERS Designated Mortgage
        Loan, the originals of all intervening mortgage assignment(s), showing a
        complete chain of assignment from the originator of the related mortgage
     loan to the last endorsee or, in certain limited circumstances, (i) a
     copy of the intervening mortgage assignment or certified by the title
       company, escrow agent or closing attorney stating that such intervening
        mortgage assignment has been dispatched for recordation and the original
      intervening mortgage assignment or a copy of such intervening mortgage
       assignment certified by the appropriate public recording office will be
       promptly delivered upon receipt by the applicable original loan seller,
      or (ii) a copy of the intervening mortgage assignment certified by the
     appropriate public recording office to be a true and complete copy of
the recorded original;                                          

            (d)     except with respect to each MERS Designated Mortgage
    Loan, the original mortgage assignment in recordable form, which, if
      acceptable for recording in the relevant jurisdiction, may be included
      in a blanket assignment or assignments, of each mortgage from the last
endorsee in blank;                                              

                (e)     originals of all assumption, modification, consolidation
   and extension agreements, if provided, in those instances where the
        terms or provisions of a mortgage or mortgage note have been modified or
such mortgage or mortgage note has been assumed, with recording;

                (f)     an original lender's title insurance policy, abstract of
title or equivalent title report; and                           

           (g)     the original (or a copy of) any security agreement,
       chattel mortgage or equivalent document executed in connection with the
mortgage.                                                       

   Pursuant to the pooling and servicing agreement, the custodian will
agree to execute and deliver on or prior to the closing date an acknowledgment  
of receipt of the original mortgage note, item (a) above, with respect to each  
of the mortgage loans, with any exceptions noted. The custodian will agree, for 
the benefit of the holders of the certificates, to review, or cause to be       
reviewed, each mortgage file within ninety days after the closing date - or,    
with respect to any Substitute Mortgage Loan delivered to the custodian, within 
thirty days after the receipt of the mortgage file by the trustee - and to      
deliver a certification generally to the effect that, as to each mortgage loan  
listed in the schedule of mortgage loans,                                       

   o       all documents required to be reviewed by it pursuant to the
      pooling and servicing agreement are in its possession;

      o       each such document has been reviewed by it and appears regular
on its face and relates to such mortgage loan;  

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        o       based on its examination and only as to the foregoing documents,
               certain information set forth on the schedule of mortgage loans
             accurately reflects the information set forth in the mortgage
file delivered on such date; and                

       o       each mortgage note has been endorsed as provided in the pooling
and servicing agreement.                        

     If the custodian, during the process of reviewing the mortgage files,
finds any document constituting a part of a mortgage file which is not executed,
has not been received or is unrelated to the mortgage loans, or that any        
mortgage loan does not conform to the requirements above or to the description  
of the requirements as set forth in the schedule of mortgage loans, the         
custodian is required to promptly so notify GSMC, the servicer and the depositor
in writing. GSMC will be required to use reasonable efforts to cause to be      
remedied a material defect in a document constituting part of a mortgage file of
which it is so notified by the custodian. If, however, within 180 days after the
earlier of either discovery by or notice to GSMC of such defect, GSMC has not   
caused the defect to be remedied, GSMC will be required to purchase such        
mortgage loan at a price equal to the outstanding principal balance of such     
mortgage loan as of the date of repurchase, plus all related accrued and unpaid 
interest at the applicable interest rate, plus the amount of any outstanding    
advances owed to and reasonably incurred by the servicer, plus all costs and    
expenses reasonably incurred by the servicer or the trustee in connection with  
the mortgage loan or such repurchase and any costs and damages incurred by the  
trust in connection with any violation by the related mortgage loan of any      
predatory or abusive lending law. In any case, the purchase price shall be      
deposited in the distribution account on the next succeeding Servicer Remittance
Date after deducting any amounts received in respect of such repurchased        
mortgage loan or loans and being held in the distribution account for future    
distribution to the extent such amounts have not yet been applied to principal  
or interest on such mortgage loan or, with respect to any mortgage loan, GSMC   
(only within two years of the closing date) may substitute in lieu of such      
mortgage loan a Substitute Mortgage Loan and, if applicable, remit to the       
servicer any Substitution Adjustment Amount. The obligations of GSMC to cure    
that defect or to substitute or repurchase the applicable mortgage loan for that
defect will constitute the sole remedies respecting that defect available to the
holders of the certificates, the depositor, the servicer, the custodian and the 
trustee.                                                                        

REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS                   

Pursuant to a representations and warranties agreement (the     
"REPRESENTATIONS AGREEMENT"), GSMC will make certain representations and        
warranties with respect to each mortgage loan as of the closing date. The       
representations and warranties made by GSMC include, but are not limited to:    

                     (1)     Except with respect to approximately 1.38% of
            the mortgage loans which were one payment past due as of the
           cut-off date, and approximately 0.30% of the mortgage loans
           which were two payments past due as of the cut-off date, no
             payment required under the mortgage loan is one-month or more
delinquent;                                     

                        (2)     The mortgage loan is not subject to any right of
                rescission, set-off, counterclaim or defense, including, without
               limitation, the defense of usury, nor will the operation of any
         of the terms of the mortgage note or the mortgage, or the
              exercise of any right under the mortgage note or the mortgage,
              render either the mortgage note or the mortgage unenforceable,
           in whole or in part, or subject to any right of rescission,
              set-off, counterclaim or defense, including without limitation
               the defense of usury, and no such right of rescission, set-off,
              counterclaim or defense has been asserted with respect to such
              mortgage note or mortgage. To the best of GSMC's knowledge, no
            mortgagor was a debtor in any state or federal bankruptcy or
       insolvency proceeding at the time the mortgage loan was
originated;                                     

                  (3)     Pursuant to the terms of the mortgage, all
               buildings or other improvements upon the mortgaged property are
              insured by a generally acceptable insurer against loss by fire
            or hazards of extended coverage meeting accepted origination
practices.                                      

                        (4)     The mortgage loan at origination complied in all
              material respects with all applicable federal, state and local
laws;                                           

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               (5)     The mortgage is a valid, subsisting and
       enforceable first or second (as applicable) lien on the
               mortgaged property, including all buildings and improvements on
         the mortgaged property and all additions, alterations and
         replacements made at any time with respect to the related
         mortgaged property, with such exceptions as are generally
                acceptable to prudent mortgage lending companies, and such other
               exceptions to which similar properties are commonly subject and
              which do not individually, or in the aggregate, materially and
            adversely affect the benefits of the security intended to be
              provided by such mortgage. The lien of the mortgage is subject
only to:                                        

                      (A)     the first lien, in case of second lien
mortgage loan;                          

                           (B)     the lien of current real property taxes and
assessments not yet due and payable;    

                       (C)     covenants, conditions and restrictions,
                rights of way, easements and other matters of the public
                record as of the date of recording acceptable to prudent
                mortgage lending institutions generally and specifically
                    referred to in the lender's title insurance policy delivered
                   to the originator of the mortgage loan and (a) specifically
                 referred to or otherwise considered in the appraisal made
                   for the originator of the mortgage loan or (b) which do not
             adversely affect the appraised value of the mortgaged
 property set forth in such appraisal; and

                          (D)     other matters to which like properties are
                   commonly subject which do not materially interfere with the
               benefits of the security intended to be provided by the
                 mortgage or the use, enjoyment, value or marketability of
the related mortgaged property;         

                        (6)     The mortgage note and the mortgage and any other
             agreement executed and delivered by a mortgagor in connection
              with a mortgage loan are genuine, and each is the legal, valid
      and binding obligation of the signatory enforceable in
             accordance with its terms (including, without limitation, any
               provisions relating to prepayment charges or penalties), except
          as limited by bankruptcy, insolvency or other similar laws
             affecting creditor's rights. To the best of GSMC's knowledge,
           all parties to the mortgage note, the mortgage and any such
             other agreement had legal capacity to enter into the mortgage
               loan and to execute and deliver the mortgage note, the mortgage
        and any such other agreement, and the mortgage note, the
        mortgage and any such other agreement have been duly and
properly executed by such person;               

                        (7)     The mortgage loan is covered by an American Land
          Title Association lender's title insurance policy or other
generally acceptable form of policy;            

                      (8)     Except as otherwise set forth in paragraph (1)
               above, other than a mortgage loan which is one or more payments
               past due, there is no default, breach, violation or event which
            would permit acceleration under the mortgage or the mortgage
                note and no event which, with the passage of time or with notice
                and the expiration of any grace or cure period, would constitute
        a default, breach, violation or event which would permit
               acceleration, and neither GSMC nor its affiliates or any of its
        respective predecessors have waived any default, breach,
                violation or event which would permit acceleration. With respect
               to each second lien mortgage loan, (i) the prior mortgage is in
        full force and effect, (ii) there is no default, breach,
            violation or event of acceleration existing under such prior
            mortgage or the related mortgage note, (iii) no event which,
             with the passage of time or with notice and the expiration of
             any grace or cure period, would constitute a default, breach,
                violation or event of acceleration under the prior mortgage, and
               either (A) the prior mortgage contains a provision which allows
             or (B) applicable law requires, the mortgage under the second
         lien mortgage loan to receive notice of, and affords such
              mortgage an opportunity to cure any default by payment in full
or otherwise under the prior mortgage;          

                       (9)     The mortgage contains customary and enforceable
               provisions that render the rights and remedies of the holder of
               the mortgage adequate for the realization against the mortgaged
        property of the benefits of the security provided by the
mortgaged property, including,                  

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               (i) in the case of a mortgage designated as a deed of trust, by
           trustee's sale, and (ii) otherwise by judicial foreclosure;

                    (10)    There is no proceeding pending or, to GSMC's
              knowledge, threatened for the total or partial condemnation of
               the mortgaged property, and the mortgaged property is undamaged
               by waste, fire, earthquake or earth movement, windstorm, flood,
                tornado or other casualty so as to affect adversely the value of
               the mortgaged property as security for the mortgage loan or the
use for which the premises were intended;       

              (11)    No mortgage loan is (i) covered by the
            provisions of the Homeownership and Equity Protection Act of
             1994 or (ii) in violation of, or classified as a "high cost,"
                "threshold," "covered" (excluding home loans defined as "covered
            home loans" in the New Jersey Home Ownership Security Act of
               2002 that were originated between November 26, 2003 and July 7,
            2004) or "predatory" loan under, any other applicable state,
          federal or local law (or a similarly classified loan using
                different terminology under a law imposing heightened regulatory
               scrutiny or additional legal liability for residential mortgage
      loans having high interest rates, points and/or fees);

                      (12)    Except for approximately 0.06% of the mortgage
              loans, no mortgage loan originated on or after October 1, 2002
                imposes a prepayment premium for a term in excess of three years
                after its origination, unless such mortgage loan was modified to
             reduce the prepayment period to no more than three years from
               the date of the mortgage note and the mortgagor was notified in
          writing of such reduction in prepayment premium period. No
            mortgage loan originated prior to October 1, 2002, imposes a
               prepayment premium for a term in excess of five years after its
origination;                                    

                    (13)    No mortgage loan subject to the Georgia Fair
           Lending Act and secured by property located in the state of
               Georgia was originated on or after October 1, 2002 and prior to
March 7, 2003;                                  

                  (14)    In connection with the origination of each
              mortgage loan, no proceeds from any mortgage loan were used to
      finance a single-premium credit-life insurance policy;

                        (15)    The applicable original loan seller has reported
           or caused to be reported in accordance with the Fair Credit
            Reporting Act and its implementing regulations, accurate and
             complete information (e.g., favorable and unfavorable) in its
          mortgagor credit files to Equifax, Experian and TransUnion
                Credit Information Company (three of the credit repositories) on
a monthly basis; and                            

                       (16)    With respect to any mortgage loan originated on
             or after August 1, 2004, neither the related mortgage nor the
         related mortgage note requires the mortgagor to submit to
                arbitration to resolve any dispute arising out of or relating in
any way to the mortgage loan.                   

     In addition, GSMC will represent and warrant that none of the group I
mortgage loans has a prepayment penalty period in excess of three years.        

    Upon the discovery by any certificateholder, GSMC, the servicer, the
depositor, the custodian or the trustee that any of the representations and     
warranties contained in the Representations Agreement has been breached in any  
material respect as of the date made, with the result that value of, or the     
interests of the trustee or the holders of the certificates in the related      
mortgage loan, were materially and adversely affected, the party discovering    
such breach will be required to give prompt written notice to the other parties.
Subject to certain provisions of the Representations Agreement, within 60 days  
of the earlier to occur of GSMC's discovery of or its receipt of notice of any  
such breach with respect to a mortgage loan, GSMC will be required to:          

o       promptly cure such breach in all material respects,     

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       o       within two years of the closing date, remove each mortgage loan
           which has given rise to the requirement for action by GSMC,
            substitute one or more Substitute Mortgage Loans and, if the
               outstanding principal balance of such Substitute Mortgage Loans
                as of the date of such substitution is less than the outstanding
           principal balance, plus accrued and unpaid interest, of the
               replaced mortgage loans as of the date of substitution, deliver
                to the depositor the amount of such shortfall (the "SUBSTITUTION
ADJUSTMENT AMOUNT"), or                         

        o       repurchase such mortgage loan at a repurchase price equal to the
             outstanding principal balance of such mortgage loan as of the
                date of repurchase, plus all related accrued and unpaid interest
       at the applicable interest rate, plus the amount of any
           outstanding advances owed to and reasonably incurred by any
                servicer, plus all costs and expenses reasonably incurred by the
               servicer or the trustee in connection with the mortgage loan or
               such repurchase and any costs and damages incurred by the trust
                in connection with any violation by the related mortgage loan of
any predatory or abusive lending law.           

       Each of the applicable mortgage loan purchase and warranties agreements
and its related trade confirmation letter requires the applicable original loan 
seller to repurchase any mortgage loan where the mortgagor fails to make its    
first and second payment after the applicable Original Sale Date. It is possible
that a mortgagor with respect to a mortgage loan transferred to the trust might 
have failed to make his or her first or second payment after the applicable     
Original Sale Date. In that circumstance, the trust, at its option, may direct  
GSMC to repurchase such mortgage loans from the trust. The repurchase price     
payable to the trust will generally be the same as the repurchase price         
described above for breaches of representations and warranties.                 

Notwithstanding the foregoing, pursuant to the terms of the     
Representations Agreement in the event of discovery by GSMC or any party to the 
pooling and servicing agreement (a) that a mortgage loan does not constitute a  
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code       
resulting from a breach of any representation or warranty contained in the      
Representations Agreement or (b) of a breach of the representations and         
warranties listed as number (11), (12), (13), (14), (15) or (16) in the third   
preceding full paragraph, GSMC will be required to repurchase the related       
mortgage loan at the applicable repurchase price within 60 days of such         
discovery or receipt of notice. The repurchase price with respect to such       
mortgage loan will be required to be deposited into the distribution account on 
the next succeeding Servicer Remittance Date after deducting any amounts        
received in respect of such repurchased mortgage loan or mortgage loans and     
being held in the distribution account for future distribution to the extent    
such amounts have not yet been applied to principal or interest on such mortgage
loan.                                                                           

The obligations of GSMC to cure such breach or to substitute or 
repurchase the applicable mortgage loan will constitute the sole remedies       
respecting a material breach of any such representation or warranty to the      
holders of the certificates, the depositor, the servicer, the custodian and the 
trustee.                                                                        

PAYMENTS ON THE MORTGAGE LOANS                                                  

 The pooling and servicing agreement provides that the servicer is
required to establish and maintain a separate collection account. The pooling   
and servicing agreement permits the servicer to direct any depository           
institution maintaining the collection account to invest the funds in the       
collection account in one or more eligible investments that mature, unless      
payable on demand, no later than the business day preceding the Servicer        
Remittance Date, as described below.                                            

    The servicer is obligated to deposit or cause to be deposited in the
collection account within two business days after receipt, amounts representing 
the following payments and other collections received by it on or with respect  
to the mortgage loans after the cut-off date, other than in respect of monthly  
payments on the mortgage loans due and accrued on each mortgage loan up to and  
including any due date occurring prior to the cut-off date:                     

      o       all payments on account of principal, including prepayments of
principal on the mortgage loans;                

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      o       all payments on account of interest, net of the servicing fee,
on the mortgage loans;                          

o       all Liquidation Proceeds;                               

      o       all Insurance Proceeds and Condemnation Proceeds to the extent
              such Insurance Proceeds or Condemnation Proceeds are not to be
               applied to the restoration of the related mortgaged property or
               released to the related borrower in accordance with the express
               requirements of law or in accordance with prudent and customary
servicing practices;                            

   o       all Substitution Adjustment Amounts for Substitute Mortgage
Loans;                                          

    o       all other amounts required to be deposited in the collection
            account pursuant to the pooling and servicing agreement; and

   o       any amounts required to be deposited in connection with net
         losses realized on investments of funds in the collection
account.                                        

   The trustee will be obligated to set up a distribution account with
respect to the certificates into which the servicer will be required to deposit 
or cause to be deposited the funds required to be remitted by the servicer on   
the Servicer Remittance Date.                                                   

  The funds required to be remitted by the servicer on each Servicer
Remittance Date will be equal to the sum, without duplication, of:              

  o       all collections of scheduled principal and interest on the
          mortgage loans received by the servicer on or prior to the
related Determination Date;                     

   o       all principal prepayments, Insurance Proceeds, Condemnation
           Proceeds and Liquidation Proceeds, if any, collected by the
servicer during the related Prepayment Period;  

      o       all P&I Advances made by the servicer with respect to payments
           due to be received on the mortgage loans on the related due
date;                                           

    o       amounts of Compensating Interest required to be deposited in
              connection with principal prepayments that are received during
             the prior calendar month, as described under "The Pooling and
            Servicing Agreement--Prepayment Interest Shortfalls" in this
prospectus supplement; and                      

 o       any other amounts required to be placed in the collection
             account by the servicer pursuant to the pooling and servicing
agreement,                                      

but excluding the following:                                    

                (a)     for any mortgage loan with respect to which the servicer
    has previously made an unreimbursed P&I Advance, amounts received on
 such mortgage loan which represent late payments of principal and
  interest, Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds, to the extent of such unreimbursed P&I Advance;       

           (b)     amounts received on a particular mortgage loan with
 respect to which the servicer has previously made an unreimbursed
        servicing advance, to the extent of such unreimbursed servicing advance;

                (c)     amounts representing prior advances by the servicer that
       are reimbursed to the servicer in connection with the modification of a
mortgage loan;                                                  

        (d)     for such Servicer Remittance Date, the aggregate
servicing fee;                                                  

              (e)     all net income from eligible investments that are held
in the collection account for the account of the servicer;      

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         (f)     all amounts actually recovered by the servicer in
respect of late fees, assumption fees and similar fees;         

        (g)     for all mortgage loans for which P&I Advances or
    servicing advances are determined to be non-recoverable, all amounts
  equal to unreimbursed P&I Advances and servicing advances for such
mortgage loans;                                                 

           (h)     certain other amounts which are reimbursable to the
   depositor or the servicer, as provided in the pooling and servicing
agreement;                                                      

                (i)     all funds inadvertently placed in the collection account
by the servicer; and                                            

              (j)     all collections of principal and interest not required
to be remitted on each Servicer Remittance Date.                

       The amounts described in clauses (a) through (i) above may be withdrawn
by the servicer from the collection account on or prior to each Servicer        
Remittance Date.                                                                

DISTRIBUTIONS                                                                   

    Distributions on the certificates will be required to be made by the
trustee on the 25th day of each month, or, if that day is not a business day, on
the first business day thereafter, commencing in December 2005 (each, a         
"DISTRIBUTION DATE"), to the persons in whose names the certificates are        
registered on the related Record Date.                                          

        Distributions on each Distribution Date will be made by wire transfer in
immediately available funds to the account of the certificateholder at a bank or
other depository institution having appropriate wire transfer facilities as     
directed by that certificateholder in its written wire instructions provided to 
the trustee or if no wire instructions are provided then by check mailed to the 
address of the person entitled to the distribution as it appears on the         
applicable certificate register. However, the final distribution in retirement  
of the certificates will be made only upon presentment and surrender of those   
certificates at the office of the trustee designated from time to time for those
purposes. Initially, the trustee designates the offices of its agent located at 
DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658,
Attention: Transfer Unit, for purposes of certificate transfers, and DB Services
Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658, Attention: 
Securities Payment Unit, for purposes of the surrender of certificates for the  
final distribution.                                                             

PRIORITY OF DISTRIBUTIONS AMONG CERTIFICATES                                    

       As more fully described in this prospectus supplement, distributions on
the certificates will be made on each Distribution Date from Available Funds and
will be made to the classes of certificates in the following order of priority: 

                       (i)     to interest on each class of LIBOR Certificates
                and to the Supplemental Interest Trust, in the order and subject
           to the priorities set forth below under "--Distributions of
Interest and Principal";                        

            (ii)    to principal on the classes of LIBOR
               Certificates and Residual Certificates then entitled to receive
           distributions of principal, in the order and subject to the
             priorities set forth below under "--Distributions of Interest
and Principal";                                 

                  (iii)   to unpaid interest on the classes of LIBOR
       Certificates in the order and subject to the priorities
      described below under "--Distributions of Interest and
Principal";                                     

                       (iv)    to deposit into the Excess Reserve Fund Account
to cover any Basis Risk Carry Forward Amount;   

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                (v)     certain swap termination payments to the
Supplemental Interest Trust;                    

                        (vi)    certain amounts of interest and principal to the
Class X certificates; and                       

                      (vii)   any remaining amount to certain classes of the
Residual Certificates;                          

in each case, subject to certain limitations set forth below under              
"--Distributions of Interest and Principal."                                    

DISTRIBUTIONS OF INTEREST AND PRINCIPAL                                         

    For any Distribution Date, the "PASS-THROUGH RATE" for each class of
LIBOR Certificates will be a per annum rate as set forth below:                 

 (a)     for the Class A-1 certificates, equal to the least of (1)
One-Month LIBOR plus the related fixed margin for that class and that           
Distribution Date, (2) a per annum rate equal to the product of (i) 30 divided  
by the actual number of days in the applicable Interest Accrual Period and (ii) 
the sum of (A) the weighted average of the interest rates for each group I      
mortgage loan (in each case, less the applicable Expense Fee Rate), then in     
effect on the beginning of the related Due Period and (B) Net Swap Receipts, if 
any, less Net Swap Payments, if any, for that Distribution Date, divided by the 
Stated Principal Balance of the mortgage loans at the beginning of the related  
Due Period, multiplied by 12 (referred to as the "LOAN GROUP I Cap") and (3) the
WAC Cap;                                                                        

    (b)     for each of the Class A-2A, Class A-2B, Class A-2C and Class
A-2D certificates, equal to the least of (1) One-Month LIBOR plus the related   
fixed margin for that class and that Distribution Date, (2) a per annum rate    
equal to the product of (i) 30 divided by the actual number of days in the      
applicable Interest Accrual Period and (ii) the sum of (A) the weighted average 
of the interest rates for each group II mortgage loan (in each case, less the   
applicable Expense Fee Rate) then in effect on the beginning of the related Due 
Period and (B) Net Swap Receipts, if any, less Net Swap Payments, if any, for   
that Distribution Date, divided by the Stated Principal Balance of the mortgage 
loans at the beginning of the related Due Period, multiplied by 12 (referred to 
as the "LOAN GROUP II CAP") and (3) the WAC Cap; and                            

   (c)     for each of the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class B-1 and Class B-2 certificates
equal to the lesser of (1) One-Month LIBOR plus the related fixed margin for    
that class and that Distribution Date, and (2) the WAC Cap.                     

      The "WAC CAP" for any Distribution Date will be a per annum rate equal
to the product of (i) 30 divided by the actual number of days in the applicable 
Interest Accrual Period and (ii) the sum of (A) the weighted average of the     
interest rates on the mortgage loans (in each case, less the Expense Fee Rate)  
in effect at the beginning of the related Due Period on the mortgage loans, and 
(B) Net Swap Receipts, if any, less Net Swap Payments, if any, for that         
Distribution Date, divided by the Stated Principal Balance of the mortgage loans
at the beginning of the related Due Period, multiplied by 12.                   

    The fixed margin for each class of LIBOR Certificates is as follows:
Class A-1, 0.240%; Class A-2A, 0.100%; Class A-2B, 0.170%; Class A-2C, 0.240%;  
Class A-2D, 0.340%; Class M-1, 0.420%; Class M-2, 0.430%; Class M-3, 0.460%;    
Class M-4, 0.600%; Class M-5, 0.630%; Class M-6, 0.700%; Class M-7, 1.350%;     
Class M-8, 1.500%; Class B-1, 2.100%; and Class B-2, 2.500%. On the Distribution
Date immediately following the initial Distribution Date on which Litton Loan   
Servicing LP has the option to purchase all of the mortgage loans as described  
under "The Pooling and Servicing Agreement--Termination; Optional Clean up Call"
in this prospectus supplement and each Distribution Date thereafter, the fixed  
margin for each class of LIBOR Certificates will increase to the following:     
Class A-1, 0.480%; Class A-2A, 0.200%; Class A-2B, 0.340%; Class A-2C, 0.480%;  
Class A-2D, 0.680%; Class M-1, 0.630%; Class M-2, 0.645%; Class M-3, 0.690%;    
Class M-4, 0.900%; Class M-5, 0.945%; Class M-6, 1.050%; Class M-7, 2.025%;     
Class M-8, 2.250%; Class B-1, 3.150%; and Class B-2, 3.750%.                    

  On each Distribution Date, distributions in reduction of the Class
Certificate Balance of the certificates entitled to receive distributions of    
principal will be made in an amount equal to the Principal Distribution Amount. 
The "PRINCIPAL DISTRIBUTION AMOUNT" for each Distribution Date will equal the   
sum of (i) the                                                                  

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Basic Principal Distribution Amount for that Distribution Date and (ii) the     
Extra Principal Distribution Amount for that Distribution Date.                 

    Distributions will be determined in part based on the performance of
individual loan groups and for such purpose any Net Swap Payments or Net Swap   
Receipts will be allocated between loan groups based on the respective aggregate
principal balances of the mortgage loans in each loan group.                    

   On each Distribution Date, the trustee will be required to make the
disbursements and transfers from the Available Funds then on deposit in the     
distribution account specified below in the following order of priority:        

     (i)     to the holders of each class of LIBOR Certificates and to the
Supplemental Interest Trust in the following order of priority:                 

              (a)     to the Supplemental Interest Trust, the sum of (x) all
       Net Swap Payments and (y) any Swap Termination Payment owed to the Swap
    Provider other than a Defaulted Swap Termination Payment owed to the
Swap Provider, if any;                                          

         (b)     concurrently, (1) from Interest Remittance Amount
        related to the group I mortgage loans to the Class A-1 certificates, the
       related Accrued Certificate Interest and Unpaid Interest Amount for the
       Class A-1 certificates; and (2) from Interest Remittance Amount related
  to the group II mortgage loans, pro rata (based on the accrued and
       unpaid interest distributable to the Class A-2A, Class A-2B, Class A-2C
      and Class A-2D certificates) to the Class A-2A, Class A-2B, Class A-2C
     and Class A-2D certificates, the related Accrued Certificate Interest
      and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C
      and Class A-2D certificates; provided, that if the Interest Remittance
     Amount for either group of mortgage loans is insufficient to make the
related payments set forth clause (1) or (2) above, any Interest
Remittance Amount relating to the other group of mortgage loans 
       remaining after payment of the related Accrued Certificate Interest and
  Unpaid Interest Amounts will be available to cover that shortfall;

              (c)     from any remaining Interest Remittance Amounts, to the
        Class M-1 certificates, the Accrued Certificate Interest for that class;

              (d)     from any remaining Interest Remittance Amounts, to the
        Class M-2 certificates, the Accrued Certificate Interest for that class;

              (e)     from any remaining Interest Remittance Amounts, to the
        Class M-3 certificates, the Accrued Certificate Interest for that class;

              (f)     from any remaining Interest Remittance Amounts, to the
        Class M-4 certificates, the Accrued Certificate Interest for that class;

              (g)     from any remaining Interest Remittance Amounts, to the
        Class M-5 certificates, the Accrued Certificate Interest for that class;

              (h)     from any remaining Interest Remittance Amounts, to the
        Class M-6 certificates, the Accrued Certificate Interest for that class;

              (i)     from any remaining Interest Remittance Amounts, to the
        Class M-7 certificates, the Accrued Certificate Interest for that class;

              (j)     from any remaining Interest Remittance Amounts, to the
        Class M-8 certificates, the Accrued Certificate Interest for that class;

              (k)     from any remaining Interest Remittance Amounts, to the
        Class B-1 certificates, the Accrued Certificate Interest for that class;
and                                                             

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              (l)     from any remaining Interest Remittance Amounts, to the
        Class B-2 certificates, the Accrued Certificate Interest for that class;

       (ii)    (A) on each Distribution Date (a) prior to the Stepdown Date or
(b) with respect to which a Trigger Event is in effect, to the holders of the   
class or classes of LIBOR Certificates then entitled to distributions of        
principal as set forth below, an amount equal to the Principal Distribution     
Amount in the following order of priority:                                      

(a)     sequentially:                           

                     (x)     concurrently, to the Class R-1, Class R-2 and
              Class R-3 certificates, pro rata, until their respective Class
   Certificate Balances have been reduced to zero, and

                    (y)     to the Class A certificates, allocated among
           those classes as described under "--Allocation of Principal
              Payments to Class A Certificates" below until their respective
   Class Certificate Balances are reduced to zero; and

            (b)     sequentially to the Class M-1, Class M-2, Class M-3,
    Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1 and
   Class B-2 certificates, in that order, until their respective Class
Certificate Balances are reduced to zero;                       

               (B) on each Distribution Date (a) on or after the Stepdown Date
and (b) so long as a Trigger Event is not in effect, to the holders of the class
or classes of LIBOR Certificates then entitled to distributions of principal as 
set forth below, an amount equal to the Principal Distribution Amount in the    
following order of priority:                                                    

          (a)     to the Class A certificates, the lesser of (x) the
        Principal Distribution Amount and (y) the Class A Principal Distribution
      Amount, allocated among those classes as described under "--Allocation
 of Principal Payments to Class A Certificates" below, until their
respective Class Certificate Balances are reduced to zero;      

            (b)     to the Class M-1 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
       distributed to the Class A certificates in clause (ii)(B)(a) above, and
  (y) the Class M-1 Principal Distribution Amount, until their Class
Certificate Balance has been reduced to zero;                   

            (c)     to the Class M-2 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above and
     to the Class M-1 certificates in clause (ii)(B)(b) above, and (y) the
      Class M-2 Principal Distribution Amount, until their Class Certificate
Balance has been reduced to zero;                               

            (d)     to the Class M-3 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above, to
      the Class M-1 certificates in clause (ii)(B)(b) above and to the Class
  M-2 certificates in clause (ii)(B)(c) above, and (y) the Class M-3
        Principal Distribution Amount, until their Class Certificate Balance has
been reduced to zero;                                           

            (e)     to the Class M-4 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above, to
       the Class M-1 certificates in clause (ii)(B)(b) above, to the Class M-2
certificates in clause (ii)(B)(c) above and to the Class M-3    
        certificates in clause (ii)(B)(d) above, and (y) the Class M-4 Principal
   Distribution Amount, until their Class Certificate Balance has been
reduced to zero;                                                

            (f)     to the Class M-5 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above, to
       the Class M-1 certificates in clause (ii)(B)(b) above, to the Class M-2
      certificates in clause (ii)(B)(c) above, to the Class M-3 certificates
in clause (ii)(B)(d) above and to the Class M-4 certificates in 

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     clause (ii)(B)(e) above, and (y) the Class M-5 Principal Distribution
       Amount, until their Class Certificate Balance has been reduced to zero;

            (g)     to the Class M-6 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above, to
       the Class M-1 certificates in clause (ii)(B)(b) above, to the Class M-2
      certificates in clause (ii)(B)(c) above, to the Class M-3 certificates
   in clause (ii)(B)(d) above, to the Class M-4 certificates in clause
       (ii)(B)(e) above and to the Class M-5 certificates in clause (ii)(B)(f)
       above, and (y) the Class M-6 Principal Distribution Amount, until their
Class Certificate Balance has been reduced to zero;             

            (h)     to the Class M-7 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above, to
       the Class M-1 certificates in clause (ii)(B)(b) above, to the Class M-2
      certificates in clause (ii)(B)(c) above, to the Class M-3 certificates
   in clause (ii)(B)(d) above, to the Class M-4 certificates in clause
    (ii)(B)(e) above, to the Class M-5 certificates in clause (ii)(B)(f)
       above and to the Class M-6 certificates in clause (ii)(B)(g) above, and
  (y) the Class M-7 Principal Distribution Amount, until their Class
Certificate Balance has been reduced to zero;                   

            (i)     to the Class M-8 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above, to
       the Class M-1 certificates in clause (ii)(B)(b) above, to the Class M-2
      certificates in clause (ii)(B)(c) above, to the Class M-3 certificates
   in clause (ii)(B)(d) above, to the Class M-4 certificates in clause
    (ii)(B)(e) above, to the Class M-5 certificates in clause (ii)(B)(f)
      above, to the Class M-6 certificates in clause (ii)(B)(g) above and to
        the Class M-7 certificates in clause (ii)(B)(h) above, and (y) the Class
        M-8 Principal Distribution Amount, until their Class Certificate Balance
has been reduced to zero;                                       

            (j)     to the Class B-1 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above, to
       the Class M-1 certificates in clause (ii)(B)(b) above, to the Class M-2
      certificates in clause (ii)(B)(c) above, to the Class M-3 certificates
   in clause (ii)(B)(d) above, to the Class M-4 certificates in clause
    (ii)(B)(e) above, to the Class M-5 certificates in clause (ii)(B)(f)
       above, to the Class M-6 certificates in clause (ii)(B)(g) above, to the
      Class M-7 certificates in clause (ii)(B)(h) above and to the Class M-8
        certificates in clause (ii)(B)(i) above, and (y) the Class B-1 Principal
   Distribution Amount, until their Class Certificate Balance has been
reduced to zero; and                                            

            (k)     to the Class B-2 certificates, the lesser of (x) the
    excess of (i) the Principal Distribution Amount over (ii) the amount
      distributed to the Class A certificates in clause (ii)(B)(a) above, to
       the Class M-1 certificates in clause (ii)(B)(b) above, to the Class M-2
      certificates in clause (ii)(B)(c) above, to the Class M-3 certificates
   in clause (ii)(B)(d) above, to the Class M-4 certificates in clause
    (ii)(B)(e) above, to the Class M-5 certificates in clause (ii)(B)(f)
       above, to the Class M-6 certificates in clause (ii)(B)(g) above, to the
   Class M-7 certificates in clause (ii)(B)(h) above, to the Class M-8
certificates in clause (ii)(B)(i) above and to the Class B-1    
        certificates in clause (ii)(B)(j) above, and (y) the Class B-2 Principal
   Distribution Amount, until their Class Certificate Balance has been
reduced to zero;                                                

       (iii)   any amount remaining after the distributions in clauses (i) and
(ii) above is required to be distributed in the following order of priority:    

                (a)     to the holders of the Class M-1 certificates, any Unpaid
Interest Amount for that class;                                 

                (b)     to the holders of the Class M-2 certificates, any Unpaid
Interest Amount for that class;                                 

                (c)     to the holders of the Class M-3 certificates, any Unpaid
Interest Amount for that class;                                 

                (d)     to the holders of the Class M-4 certificates, any Unpaid
Interest Amount for that class;                                 

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                (e)     to the holders of the Class M-5 certificates, any Unpaid
Interest Amount for that class;                                 

                (f)     to the holders of the Class M-6 certificates, any Unpaid
Interest Amount for that class;                                 

                (g)     to the holders of the Class M-7 certificates, any Unpaid
Interest Amount for that class;                                 

                (h)     to the holders of the Class M-8 certificates, any Unpaid
Interest Amount for that class;                                 

                (i)     to the holders of the Class B-1 certificates, any Unpaid
Interest Amount for that class;                                 

                (j)     to the holders of the Class B-2 certificates, any Unpaid
Interest Amount for that class;                                 

             (k)     to the Excess Reserve Fund Account, the amount of any
 Basis Risk Payment (without regard to Net Swap Receipts) for that
Distribution Date;                                              

                (l)     from funds on deposit in the Excess Reserve Fund Account
    with respect to that Distribution Date, an amount equal to any Basis
    Risk Carry Forward Amount with respect to the LIBOR Certificates for
      that Distribution Date in the same order and priority in which Accrued
      Certificate Interest is allocated among those classes of certificates,
       with the allocation to the Class A certificates being pro rata based on
their respective Basis Risk Carry Forward Amounts;              

             (m)     to the Supplemental Interest Trust, the amount of any
Defaulted Swap Termination Payment owed to the Swap Provider;   

              (n)     to the Class X certificates, those amounts of interest
      and principal as set forth in the pooling and servicing agreement; and

        (o)     to the holders of the Residual Certificates, any
     remaining amount as set forth in the pooling and servicing agreement.

        Notwithstanding the foregoing, if the Stepdown Date is the date on which
the Class Certificate Balance of the Class A certificates is reduced to zero,   
any Principal Distribution Amount remaining after principal distributions to the
Class A certificates pursuant to clause (ii)(A) above will be included as part  
of the distributions pursuant to clause (ii)(B) above.                          

       On each Distribution Date, the trustee is required to distribute to the
holders of the Class P certificates all amounts representing Prepayment Premiums
in respect of the mortgage loans received during the related Prepayment Period, 
as set forth in the pooling and servicing agreement.                            

        If on any Distribution Date, after giving effect to all distributions of
principal as described above and allocations of payments from the Supplemental  
Interest Trust to pay principal as described under "--Supplemental Interest     
Trust" below, the aggregate Class Certificate Balance of the LIBOR Certificates 
exceeds the aggregate Stated Principal Balance of the mortgage loans for that   
Distribution Date, the Class Certificate Balance of the applicable Class M-1,   
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,    
Class B-1 and Class B-2 certificates will be reduced, in inverse order of       
seniority (beginning with the Class B-2 certificates) by an amount equal to that
excess, until that Class Certificate Balance is reduced to zero. That reduction 
of a Class Certificate Balance is referred to as an "APPLIED REALIZED LOSS      
AMOUNT." In the event Applied Realized Loss Amounts are allocated to any class  
of certificates, their Class Certificate Balances will be reduced by the amount 
so allocated, and no funds will be distributable with respect to the written    
down amounts or with respect to interest or Basis Risk Carry Forward Amounts on 
the written down amounts on that Distribution Date or any future Distribution   
Dates, even if funds are otherwise available for distribution. Notwithstanding  
the foregoing, if after an Applied Realized Loss Amount is allocated to reduce  
the Class Certificate Balance of any class of certificates, amounts are received
with respect to any mortgage loan or related mortgaged property that had        
previously been liquidated or otherwise disposed of (any such amount being      
referred to as a "SUBSEQUENT RECOVERY"), the Class Certificate Balance of each  
class of certificates that was previously reduced by Applied Realized Loss      
Amounts will be increased, in order of seniority, by the amount of the          
Subsequent Recoveries (but not in excess of the Applied Realized Loss Amount    
allocated to the                                                                

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applicable class of certificates). Any Subsequent Recovery that is received     
during a Prepayment Period will be treated as Liquidation Proceeds and included 
as part of the Principal Remittance Amount for the related Distribution Date.   

       On any Distribution Date, any shortfalls resulting from the application
of the Servicemembers Civil Relief Act or other similar state statute and any   
prepayment interest shortfalls not covered by Compensating Interest (as further 
described in "The Pooling and Servicing Agreement--Prepayment Interest          
Shortfalls" in this prospectus supplement) will be allocated as a reduction to  
the Accrued Certificate Interest for the LIBOR Certificates on a pro rata basis 
based on the respective amounts of interest accrued on those certificates for   
that Distribution Date. THE HOLDERS OF THOSE CERTIFICATES WILL NOT BE ENTITLED  
TO REIMBURSEMENT FOR THE ALLOCATION OF ANY OF THOSE SHORTFALLS DESCRIBED IN THE 
PRECEDING SENTENCE.                                                             

ALLOCATION OF PRINCIPAL PAYMENTS TO CLASS A CERTIFICATES                        

      All principal distributions to the holders of the Class A certificates
on any Distribution Date will be allocated among the Class A-1 Certificate Group
(i.e., the Class A-1 certificates) and the Class A-2 Certificate Group (i.e.,   
the Class A-2A, Class A-2B, Class A-2C and Class A2-D certificates) based on the
Class A Principal Allocation Percentage for the Class A-1 Certificate Group and 
Class A-2 Certificate Group, as applicable. However, if the Class Certificate   
Balances of the Class A certificates in any Class A Certificate Group is reduced
to zero, then the remaining amount of principal distributions distributable to  
the Class A certificates in that Class A Certificate Group on that Distribution 
Date, and the amount of principal distributions distributable on all subsequent 
Distribution Dates, will be distributed to the other Class A Certificate Group  
remaining outstanding, until the Class Certificate Balances of the Class A      
certificates in that Class A Certificate Group have been reduced to zero.       
Payments of principal to the Class A-1 Certificate Group will be made first from
payments relating to the group I mortgage loans, and payments of principal to   
the Class A-2 Certificate Group will be made first from payments relating to the
group II mortgage loans.                                                        

        Principal distributions allocated to the Class A-1 Certificate Group are
required to be distributed to the Class A-1 certificates, until their Class     
Certificate Balance has been reduced to zero.                                   

        Principal distributions allocated to the Class A-2 Certificate Group are
required to be distributed sequentially to the Class A-2A certificates, until   
their Class Certificate Balance has been reduced to zero, then to the Class A-2B
certificates, until their Class Certificate Balance has been reduced to zero,   
then to the Class A-2C certificates, until their Class Certificate Balance has  
been reduced to zero and then to the Class A-2D certificates, until their Class 
Certificate Balance has been reduced to zero.                                   

      Notwithstanding the foregoing, from and after the Distribution Date on
which the Class Certificate Balances of the Subordinated Certificates and the   
principal balance of the Class X certificates have been reduced to zero, any    
principal distributions allocated to the Class A certificates are required to be
allocated pro rata to the Class A certificates based on their respective Class  
Certificate Balances.                                                           

SUPPLEMENTAL INTEREST TRUST                                                     

      On any Distribution Date, Swap Termination Payments, Net Swap Payments
owed to the Swap Provider and Net Swap Receipts for that Distribution Date will 
be deposited into a trust account (the "SUPPLEMENTAL INTEREST TRUST")           
established by the trustee as part of the trust fund. Funds in the Supplemental 
Interest Trust will be distributed in the following order of priority:          

                    (A)     to the Swap Provider, the sum of (x) all Net
                Swap Payments and (y) any Swap Termination Payment, other than a
            Defaulted Swap Termination Payment, to the Swap Provider, if
any, owed for that Distribution Date;           

                 (B)     to the certificateholders, to pay Accrued
            Certificate Interest and, if applicable, any Unpaid Interest
              Amounts as described in clause (i) in the sixth full paragraph
of                                              

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                "--Distributions of Interest and Principal" above, to the extent
unpaid from other Available Funds;              

                      (C)     to the certificateholders, to pay principal as
                described in clause (ii)(A) and clause (ii)(B) in the sixth full
               paragraph of "--Distributions of Interest and Principal" above,
but only to the extent necessary to maintain the
             Overcollateralized Amount at the Specified Overcollateralized
              Amount, after giving effect to payments and distributions from
other Available Funds;                          

                (D)     to the certificateholders, to pay Unpaid
        Interest Amounts and Basis Risk Carry Forward Amounts as
            described in clause (iii) in the sixth full paragraph of "--
             Distributions of Interest and Principal" above, to the extent
                unpaid from other Available Funds (including funds on deposit in
the Excess Reserve Fund Account);               

                (E)     to the Swap Provider, any Defaulted Swap
      Termination Payment owed to the Swap Provider for that
Distribution Date; and                          

                       (F)     to the holders of the Class X certificates, any
remaining amounts.                              

  The Supplemental Interest Trust will not be an asset of any REMIC.

CALCULATION OF ONE-MONTH LIBOR                                                  

 On each LIBOR Determination Date, the trustee will be required to
determine One-Month LIBOR for the next Interest Accrual Period for the LIBOR    
Certificates.                                                                   

EXCESS RESERVE FUND ACCOUNT                                                     

        The "BASIS RISK PAYMENT" for any Distribution Date will be the aggregate
of the Basis Risk Carry Forward Amounts for that date. However, with respect to 
any Distribution Date, the payment cannot exceed the amount of Available Funds  
otherwise distributable on the Class X certificates or payable from the         
Supplemental Interest Trust.                                                    

    If, on any Distribution Date, the Pass-Through Rate for any class of
LIBOR Certificates is based upon the Loan Group I Cap, the Loan Group II Cap or 
the WAC Cap, as applicable, the sum of (x) the excess of (i) the amount of      
interest that class of certificates would have been entitled to receive on that 
Distribution Date had the Pass-Through Rate not been subject to the Loan Group I
Cap, the Loan Group II Cap or the WAC Cap, over (ii) the amount of interest that
class of certificates received on that Distribution Date based on its capped    
Pass-Through Rate and (y) the unpaid portion of any such excess described in    
clause (x) from prior Distribution Dates (and related accrued interest at the   
then applicable Pass-Through Rate on that class of certificates, without giving 
effect to those caps) is the "BASIS RISK CARRY FORWARD AMOUNT" for those classes
of certificates.                                                                

        Any Basis Risk Carry Forward Amount on any class of certificates will be
paid on that Distribution Date or future Distribution Dates from and to the     
extent of funds available for distribution to that class of certificates in the 
Excess Reserve Fund Account and the Supplemental Interest Trust with respect to 
such Distribution Date (each as and to the extent described in this prospectus  
supplement). In the event any class of certificates is no longer outstanding,   
the applicable certificateholders will not be entitled to receive Basis Risk    
Carry Forward Amounts for that class of certificates.                           

In the event the Class Certificate Balance of any class of LIBOR
Certificates is reduced because of Applied Realized Loss Amounts (and is not    
subsequently increased as a result of any Subsequent Recoveries), the applicable
certificateholders will not be entitled to receive Basis Risk Carry Forward     
Amounts on the written down amounts on that Distribution Date or any future     
Distribution Dates, even if funds are otherwise available for distribution      
except to the extent that the Class Certificate Balance is increased as a result
of any Subsequent Recovery. The ratings on the LIBOR Certificates do not address
the likelihood of the payment of any Basis Risk Carry Forward Amount.           

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        Pursuant to the pooling and servicing agreement, an account (the "EXCESS
RESERVE FUND ACCOUNT") will be established by the trustee as part of the trust  
fund. The Excess Reserve Fund Account will not be an asset of any REMIC. Holders
of each of the LIBOR Certificates will be entitled to receive payments from the 
Excess Reserve Fund Account pursuant to the pooling and servicing agreement in  
an amount equal to any Basis Risk Carry Forward Amount for that class of        
certificates. The Excess Reserve Fund Account is required to be funded from     
amounts that would otherwise be paid to the Class X certificates. Any           
distribution by the trustee from amounts in the Excess Reserve Fund Account is  
required to be made on the applicable Distribution Date. Any Basis Risk Carry   
Forward Amounts remaining after amounts in the Excess Reserve Fund Account are  
used are payable from the Supplemental Interest Trust in the priority specified 
in "--Supplemental Interest Trust" above.                                       

INTEREST RATE SWAP AGREEMENT                                                    

    On the closing date, the trust will enter into an interest rate swap
agreement with Goldman Sachs Mitsui Marine Derivative Products, L.P., as swap   
provider (the "SWAP PROVIDER"), that has a counterparty rating of "Aaa" from    
Moody's and a credit rating of "AA+" from S&P (or has a guarantor that has such 
ratings). Under the interest rate swap agreement, with respect to the first 60  
Distribution Dates, the trust will pay to the Swap Provider fixed payments at a 
rate of 4.77% per annum, and the Swap Provider will pay to the trust, floating  
payments at a rate of one-month LIBOR (as determined pursuant to the interest   
rate swap agreement), in each case calculated on a notional amount equal to the 
lesser of a scheduled notional amount set forth on Annex II to this prospectus  
supplement and the outstanding principal balance of the LIBOR Certificates. To  
the extent that a fixed payment exceeds the floating payment payable with       
respect to any of the first 60 Distribution Dates, amounts otherwise available  
to certificateholders will be applied on such Distribution Date to make a net   
payment to the Swap Provider (each, a "NET SWAP PAYMENT"), and to the extent    
that the floating payment exceeds the fixed payment payable with respect to any 
of the first 60 Distribution Dates, the Swap Provider will owe a net payment to 
the trust on the business day preceding such Distribution Date (each, a "NET    
SWAP RECEIPT").                                                                 

  All payments due to the Swap Provider under the interest rate swap
agreement shall be paid from Available Funds on each applicable Distribution    
Date in accordance with the priority of payments described under                
"--Distributions of Interest and Principal" above. Any Swap Termination Payment 
(as defined below) other than a Defaulted Swap Termination Payment (as defined  
below) due to the Swap Provider shall be paid on a senior basis on each         
applicable Distribution Date in accordance with the priority of payments and any
Defaulted Swap Termination Payment owed by the trust to the Swap Provider shall 
be paid by the trust on a subordinated basis. However, to the extent any        
payments are received by the trust as a result of entering into replacement     
transaction(s) following a Downgrade Terminating Event (as defined below), the  
Swap Provider that is being replaced shall have first priority to those payments
over certificateholders, the servicer and the trustee, and the trust shall pay  
to the Swap Provider the lesser of (x) the amount so received and (y) any Swap  
Termination Payment owed to the Swap Provider (to the extent not already paid by
the trust) that is being replaced immediately upon receipt. See "--Distributions
of Interest and Principal" above.                                               

    A "SWAP TERMINATION PAYMENT" is a termination payment required to be
made by either the trust or the Swap Provider pursuant to the interest rate swap
agreement as a result of termination of the interest rate swap agreement.       

   The interest rate swap agreement can be terminated upon an event of
default under that agreement or an early termination event under that agreement.
Events of Default under the interest rate swap agreement include, among other   
things, the following:                                                          

o       failure to pay,                                         

o       bankruptcy and insolvency events, and                   

  o       a merger by the Swap Provider without an assumption of its
   obligations under the interest rate swap agreement.

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        Early termination events under the interest rate swap agreement include,
among other things:                                                             

        o       illegality (which generally relates to changes in law causing it
         to become unlawful for either party (or its guarantor, if
              applicable) to perform its obligations under the interest rate
swap agreement or guaranty, as applicable),     

   o       a tax event (which generally relates to either party to the
          interest rate swap agreement receiving a payment under the
          interest rate swap agreement from which an amount has been
            deducted or withheld for or on account of taxes or paying an
      additional amount on account of an indemnifiable tax),

        o       a tax event upon merger (which generally relates to either party
               receiving a payment under the interest rate swap agreement from
               which an amount has been deducted or withheld for or on account
        of taxes or paying an additional amount on account of an
          indemnifiable tax, in each case, resulting from a merger),

o       upon the irrevocable direction to dissolve or otherwise 
                terminate the trust following which all assets of the trust will
          be liquidated and the proceeds of such liquidation will be
distributed to certificateholders, and          

o       upon the exercise of the Optional Clean-up Call.        

  "DEFAULTED SWAP TERMINATION PAYMENT" means any termination payment
required to be made by the trust to the Swap Provider pursuant to the interest  
rate swap agreement as a result of an event of default under the interest rate  
swap agreement with respect to which the Swap Provider is the defaulting party  
or a termination event under that agreement (other than illegality, a tax event 
or a tax event upon merger of the Swap Provider) with respect to which the Swap 
Provider is the sole affected party or with respect to a termination resulting  
from a Substitution Event (as described below).                                 

     In addition to the termination events specified above, it shall be an
additional termination event under the interest rate swap agreement (such event,
a "DOWNGRADE TERMINATING EVENT") if (x) either of the rating agencies downgrades
the Swap Provider (or its guarantor) below the Required Swap Counterparty Rating
(but the Swap Provider (or its guarantor) has a rating of at least "BBB-" or    
"A-3," if applicable, by S&P or either of the rating agencies withdraws its     
rating of the Swap Provider and (y) at least one of the following events has not
occurred (except to the extent otherwise approved by the rating agencies):      

                        (i)     within the time period specified in the interest
            rate swap agreement with respect to such downgrade, the Swap
            Provider shall transfer the interest rate swap agreement, in
            whole, but not in part, to a counterparty that satisfies the
              Required Swap Counterparty Rating, subject to the satisfaction
of the Rating Agency Condition;                 

                        (ii)    within the time period specified in the interest
            rate swap agreement with respect to such downgrade, the Swap
               Provider shall collateralize its exposure to the trust pursuant
               to an ISDA Credit Support Annex, subject to the satisfaction of
           the Rating Agency Condition; provided that such ISDA Credit
             Support Annex shall be made a credit support document for the
                Swap Provider pursuant to an amendment to the interest rate swap
agreement;                                      

                        (iii)   within the time period specified in the interest
       rate swap agreement with respect to such downgrade, the
              obligations of such Swap Provider under the interest rate swap
        agreement shall be guaranteed by a person or entity that
               satisfies the Required Swap Counterparty Rating, subject to the
satisfaction of the Rating Agency Condition; or 

                        (iv)    within the time period specified in the interest
             rate swap agreement with respect to such downgrade, such Swap
           Provider shall take such other steps, if any, to enable the
trust to satisfy the Rating Agency Condition.   

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        It shall also be an additional termination event under the interest rate
swap agreement if the Swap Provider (or its guarantor) has a rating of less than
"BBB-" or "A-3," if applicable, by S&P and within the time period specified in  
the interest rate swap agreement, such Swap Provider, while collateralizing its 
exposure to the trust, fails to transfer the interest rate swap agreement at its
sole cost and expense, in whole, but not in part, to a counterparty that        
satisfies the Required Swap Counterparty Rating, subject to satisfaction of the 
Rating Agency Condition (a "SUBSTITUTION EVENT").                               

       The Swap Provider is an affiliate of the depositor and Goldman, Sachs &
Co., the underwriter, which arrangement may create certain conflicts of         
interest.                                                                       

    If the trust is unable to or, if applicable, chooses not to obtain a
substitute interest rate swap agreement in the event that the interest rate swap
agreement is terminated, interest distributable on the certificates will be paid
from amounts received on the mortgage loans without the benefit of an interest  
rate swap agreement or a substitute interest rate swap agreement.               

       On or after the closing date and so long as the Rating Agency Condition
has been satisfied, (i) the trust may, with the consent of the Swap Provider,   
assign or transfer all or a portion of the interest rate swap agreement, (ii)   
the Swap Provider may, subject to the terms of the interest rate swap agreement,
assign its obligations under the interest rate swap agreement to any            
institution, (iii) the interest rate swap agreement may be amended and/or (iv)  
the interest rate swap agreement may be terminated or replaced.                 

       The interest rate swap agreement is scheduled to terminate by its terms
following the Distribution Date in November 2010 and upon termination of the    
interest rate swap agreement no further amounts will be paid to the Swap        
Provider by the trust and no further amounts will be paid to the trust by the   
Swap Provider.                                                                  

OVERCOLLATERALIZATION PROVISIONS                                                

        The Total Monthly Excess Spread, if any, on any Distribution Date may be
applied as an accelerated payment of principal of the LIBOR Certificates, to the
limited extent described below. Any such application of Total Monthly Excess    
Spread to the payment of Extra Principal Distribution Amount to the class or    
classes of certificates then entitled to distributions of principal would have  
the effect of accelerating the amortization of those certificates relative to   
the amortization of the related mortgage loans. The portion, if any, of the     
Available Funds not required to be distributed to holders of the LIBOR          
Certificates or paid to the Supplemental Interest Trust as described above on   
any Distribution Date will be paid to the holders of the Class X certificates   
and will not be available on any future Distribution Date to cover Extra        
Principal Distribution Amounts, Unpaid Interest Amounts or Basis Risk Carry     
Forward Amounts.                                                                

     With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balances of the mortgage loans for that Distribution 
Date over (b) the aggregate Class Certificate Balance of the LIBOR Certificates 
and the Residual Certificates as of that date (after taking into account the    
distribution of the Principal Remittance Amount on those certificates on that   
Distribution Date) is the "OVERCOLLATERALIZED AMOUNT" as of that Distribution   
Date. The pooling and servicing agreement will require that the Total Monthly   
Excess Spread be applied as an accelerated payment of principal on the          
certificates then entitled to receive distributions of principal to the extent  
that the Specified Overcollateralized Amount exceeds the Overcollateralized     
Amount as of that Distribution Date (the excess is referred to as an            
"OVERCOLLATERALIZATION DEFICIENCY"). Any amount of Total Monthly Excess Spread  
actually applied as an accelerated payment of principal is an "EXTRA PRINCIPAL  
DISTRIBUTION AMOUNT." The required level of the Overcollateralized Amount with  
respect to a Distribution Date is the "SPECIFIED OVERCOLLATERALIZED AMOUNT" and 
is set forth in the definition of Specified Overcollateralized Amount in the    
"Glossary of Terms" in this prospectus supplement. As described above, the      
Specified Overcollateralized Amount may, over time, decrease, subject to certain
floors and triggers. If a Trigger Event occurs, the Specified Overcollateralized
Amount may not "step down." Total Monthly Excess Spread will then be applied to 
the payment in reduction of principal of the class or classes of certificates   
then entitled to distributions of principal during the period that a Trigger    
Event is in effect, to the extent necessary to maintain the Overcollateralized  
Amount at the Specified Overcollateralized Amount.                              

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       In the event that a Specified Overcollateralized Amount is permitted to
decrease or "step down" on a Distribution Date in the future, or in the event   
that an Excess Overcollateralized Amount otherwise exists, the pooling and      
servicing agreement provides that some or all of the principal which would      
otherwise be distributed to the holders of the LIBOR Certificates on that       
Distribution Date will be distributed to the holders of the Class X certificates
on that Distribution Date (to the extent not required to pay Unpaid Interest    
Amounts or Basis Risk Carry Forward Amounts to the LIBOR Certificates) until the
Excess Overcollateralized Amount is reduced to zero. This has the effect of     
decelerating the amortization of the LIBOR Certificates relative to the         
amortization of the mortgage loans, and of reducing the related                 
Overcollateralized Amount. With respect to any Distribution Date, the excess, if
any, of (a) the Overcollateralized Amount on that Distribution Date over (b) the
Specified Overcollateralized Amount is the "EXCESS OVERCOLLATERALIZED AMOUNT"   
with respect to that Distribution Date. If, on any Distribution Date, the Excess
Overcollateralized Amount is, or, after taking into account all other           
distributions to be made on that Distribution Date, would be, greater than zero 
(i.e., the related Overcollateralized Amount is or would be greater than the    
related Specified Overcollateralized Amount), then any amounts relating to      
principal which would otherwise be distributed to the holders of the LIBOR      
Certificates on that Distribution Date will instead be distributed to the       
holders of the Class X certificates (to the extent not required to pay Unpaid   
Interest Amounts or Basis Risk Carry Forward Amounts to the LIBOR Certificates) 
in an amount equal to the lesser of (x) the Excess Overcollateralized Amount and
(y) the Net Monthly Excess Cash Flow (referred to as the "OVERCOLLATERALIZATION 
REDUCTION AMOUNT" for that Distribution Date). The "NET MONTHLY EXCESS CASH     
FLOW" is the amount of Available Funds remaining on a Distribution Date after   
the amount necessary to make all payments of interest and principal to the LIBOR
Certificates and all amounts required to be paid to the Swap Provider on that   
Distribution Date (other than Defaulted Swap Termination Payments).             

RESTRICTIONS ON TRANSFER OF THE RESIDUAL CERTIFICATES                           

        The REMIC provisions of the Code impose certain taxes on (i) transferors
of residual interests to, or agents that acquire residual interests on behalf   
of, disqualified organizations and (ii) certain pass-through entities that have 
disqualified organizations as beneficial owners. No tax will be imposed on a    
pass-through entity (other than an "electing large partnership") with regard to 
the Residual Certificates to the extent it has received an affidavit from each  
owner of a Residual Certificate indicating that the owner is not a disqualified 
organization or a nominee for a disqualified organization. The pooling and      
servicing agreement will provide that no legal or beneficial interest in a      
Residual Certificate may be transferred to or registered in the name of any     
person unless (i) the proposed purchaser provides to the transferor and the     
trustee an affidavit, substantially in the form set forth in the pooling and    
servicing agreement, to the effect that, among other items, such transferee is  
not a disqualified organization and is not purchasing such Residual Certificate 
as an agent (i.e., as a broker, nominee, or other middleman for such purpose)   
for a disqualified organization and is otherwise making such purchase pursuant  
to a permitted transfer and (ii) the transferor states in a writing to the      
trustee that it has no actual knowledge that such affidavit is false. Further   
the affidavit requires the transferee to affirm that it (i) historically has    
paid its debts as they have come due and intends to do so in the future, (ii)   
understands that it may incur tax liabilities with respect to such Residual     
Certificate in excess of cash flows generated thereby, (iii) intends to pay     
taxes associated with holding such Residual Certificate as such taxes become    
due, (iv) will not cause the income attributable to such Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the  
meaning of an applicable income tax treaty, of the transferee or any other U.S. 
person and (v) will not transfer such Residual Certificate to any person or     
entity that does not provide a similar affidavit. The transferor must also      
certify in a writing to the trustee in the form set forth in the pooling and    
servicing agreement that it had no knowledge or reason to know that the         
affirmations made by the transferee pursuant to the preceding clauses (i), (iii)
and (iv) were false.                                                            

        In addition, Treasury regulations require either that (i) the transferor
of a Residual Certificate pay the transferee a specified minimum formula amount 
designed to compensate the transferee for assuming the related tax liability or 
(ii) the transfer be to an eligible corporation that agrees to make any further 
qualifying transfers in order to meet the safe harbor against the possible      
disregard of such transfer. Because these rules are not mandatory but would     
provide safe harbor protection, the pooling and servicing agreement will not    
require that they be met as a condition to transfer of the Residual             

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Certificates. Holders of the Residual Certificates are advised to consult their 
tax advisors as to whether and how to qualify for protection of the safe harbor 
for transfers and whether or in what amount any payment should be made upon     
transfer of the Residual Certificate. See "Federal Income Tax Consequences--Tax 
Treatment of REMIC Regular Interests and Other Debt Instruments," and "-Tax     
Treatment of REMIC Residual Interests--Non-Recognition of Certain Transfers for 
Federal Income Tax Purposes" in the prospectus.                                 

Finally, the Residual Certificates may not be purchased by or   
transferred to any person that is not a "U.S. PERSON" unless (i) such person    
holds such Residual Certificates in connection with the conduct of trade or     
business within the United States and furnishes the transferor and the trustee  
with an effective Internal Revenue Service Form W-8ECI or (ii) the transferee   
delivers to both the transferor and the trustee an opinion of a nationally      
recognized tax counsel to the effect that such transfer is in accordance with   
the requirements of the Code and the regulations promulgated under the Code and 
that such transfer of the Residual Certificates will not be disregarded for     
federal income tax purposes. The term "U.S. Person" means a citizen or resident 
of the United States, a corporation or partnership created or organized in or   
under the laws of the United States, any State or the District of Columbia      
(unless, in the case of a partnership, Treasury regulations are adopted that    
provide otherwise), including an entity treated as a corporation or partnership 
for federal income tax purposes, an estate whose income is subject to U.S.      
federal income tax regardless of its source, or a trust if a court within the   
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all 
substantial decisions of such trust (or, to the extent provided in applicable   
Treasury regulations, a trust in existence on August 20, 1996 which is eligible 
to elect to be treated as a U.S. Person and so elects).                         

  The pooling and servicing agreement provides that any attempted or
purported transfer of Residual Certificates in violation of those transfer      
restrictions will be null and void ab initio and will vest no rights in any     
purported transferee and will not relieve the transferor of any obligations with
respect to the Residual Certificates. Any transferor or agent to whom           
information is provided as to any applicable tax imposed on such transferor or  
agent may be required to bear the cost of computing or providing such           
information.                                                                    

       The Residual Certificates may not be purchased by or transferred to any
person which is a Plan or any plan or arrangement subject to Similar Law. See   
"ERISA Considerations" in this prospectus supplement and in the prospectus.     

        The Residual Certificates will contain a legend describing the foregoing
restrictions.                                                                   

REPORTS TO CERTIFICATEHOLDERS                                                   

        On each Distribution Date the trustee will be required to make available
to the depositor and each holder of a LIBOR Certificate or a Residual           
Certificate a distribution report, based solely on information provided to the  
trustee by the servicer, containing information, including, without limitation, 
the amount of the distribution on such Distribution Date, the amount of such    
distribution allocable to principal and allocable to interest, and the aggregate
outstanding principal balance of each class as of such Distribution Date and    
such other information as required by the pooling and servicing agreement.      

The trustee will provide the monthly distribution report via the
trustee's internet website. The trustee's website will initially be located at  
https://www.tss.db.com/invr and assistance in using the website can be obtained 
by calling the trustee's investor relations desk at 1-800-735-7777. Parties that
are unable to use the website are entitled to have a paper copy mailed to them  
via first class mail by calling the investor relations desk and indicating such.
The trustee will have the right to change the way the monthly statements to     
certificateholders are distributed in order to make such distribution more      
convenient and/or more accessible to the above parties and the trustee shall    
provide timely and adequate notification to all above parties regarding any such
changes. As a condition to access the trustee's internet website, the trustee   
may require registration and the acceptance of a disclaimer. The trustee will   
not be liable for the dissemination of information in accordance with the       
pooling and servicing agreement.                                                

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        The trustee will also be entitled to rely on but will not be responsible
for the content or accuracy of any information provided by third parties for    
purposes of preparing the monthly distribution report and may affix to that     
report any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party).                           

YIELD ON THE RESIDUAL CERTIFICATES                                              

        The after tax rate of return to the holders of the Residual Certificates
will reflect their pre-tax rates of return (which may be zero), reduced by the  
taxes required to be paid with respect to such certificates. If you hold a      
Residual Certificate, you may have tax liabilities during the early years of the
related REMIC's term that substantially exceed any distributions payable on your
Residual Certificate during any such period. In addition, the present value of  
the tax liabilities with respect to your Residual Certificate may substantially 
exceed the present value of any distributions on your Residual Certificate and  
of any tax benefits that may arise with respect to it. ACCORDINGLY, THE AFTER   
TAX RATE OF RETURN ON THE RESIDUAL CERTIFICATES MAY BE NEGATIVE OR MAY BE       
OTHERWISE SIGNIFICANTLY ADVERSELY AFFECTED. The timing and amount of taxable    
income attributable to the Residual Certificates will depend on, among other    
things, the timing and amounts of prepayments and losses experienced with       
respect to the mortgage loans. If you own a Residual Certificate, you should    
consult your tax advisors regarding the effect of taxes and the receipt of any  
payments made in connection with the purchase of the Residual Certificate on    
your after tax rate of return. See "Federal Income Tax Consequences" in this    
prospectus supplement and in the prospectus.                                    

 THE POOLING AND SERVICING AGREEMENT

GENERAL                                                                         

       Litton Loan Servicing LP will act as the servicer of the mortgage loans
under the pooling and servicing agreement. See "The Servicer" in this prospectus
supplement. In servicing the mortgage loans, the servicer will be required to   
use the same care as it customarily employs in servicing and administering      
similar mortgage loans for its own account, in accordance with customary and    
standard mortgage servicing practices of mortgage lenders and loan servicers    
administering similar mortgage loans.                                           

SERVICING AND TRUSTEE FEES AND OTHER COMPENSATION AND PAYMENT OF EXPENSES       

    As compensation for its activities as servicer under the pooling and
servicing agreement, the servicer is entitled with respect to each mortgage loan
serviced by it to the servicing fee, which will be retained by the servicer or  
payable monthly from amounts on deposit in the collection account. The servicing
fee is required to be an amount equal to interest at one-twelfth of the         
servicing fee rate for the applicable mortgage loan on the Stated Principal     
Balance of such mortgage loan. The servicing fee rate with respect to each      
mortgage loan will be 0.50% per annum. In addition, the servicer is entitled to 
receive, as additional servicing compensation, to the extent permitted by       
applicable law and the related mortgage notes, any late payment charges,        
modification fees, assumption fees or similar items (other than Prepayment      
Premiums). The servicer is also entitled to withdraw from the collection account
or any related escrow account any net interest or other income earned on        
deposits in the collection account or escrow account, as the case may be. The   
servicer is required to pay all expenses incurred by it in connection with its  
servicing activities under the pooling and servicing agreement and is not       
entitled to reimbursement for such expenses, except as specifically provided in 
the pooling and servicing agreement.                                            

   As compensation for its activities as trustee under the pooling and
servicing agreement, the trustee will be entitled with respect to each mortgage 
loan to the trustee fee, which will be remitted to the trustee monthly by the   
servicer from amounts on deposit in the collection account. The trustee fee will
be an amount equal to one-twelfth of the trustee fee rate for each mortgage loan
on the Stated Principal Balance of such mortgage loan. The trustee fee rate with
respect to each mortgage loan will be a rate per annum of 0.01% or less. In     
addition to the trustee fee, the trustee will be entitled to the benefit of     
earnings on deposits in the distribution account.                               

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P&I ADVANCES AND SERVICING ADVANCES                                             

The servicer is required to make P&I Advances on each Servicer  
Remittance Date with respect to each mortgage loan it services, subject to the  
servicer's determination in its good faith business judgment that such advance  
would be recoverable. Such P&I Advances by the servicer are reimbursable to the 
servicer subject to certain conditions and restrictions, and are intended to    
provide sufficient funds for the payment of interest to the holders of the      
certificates. Notwithstanding the servicer's determination in its good faith    
business judgment that a P&I Advance was recoverable when made, if a P&I Advance
becomes a nonrecoverable advance, the servicer will be entitled to reimbursement
for that advance from any amounts in the collection account. The servicer will  
not be obligated to make any advances of balloon payments, principal on any     
second lien mortgage loan or principal with respect to any REO property. See    
"Description of the Certificates--Payments on the Mortgage Loans" in this       
prospectus supplement.                                                          

        The servicer is required to advance amounts with respect to the mortgage
loans serviced by it, subject to the servicer's determination that such advance 
would be recoverable, constituting reasonable "out of pocket" costs and expenses
relating to:                                                                    

       o       the preservation, restoration, inspection and protection of the
mortgaged property,                             

        o       enforcement or judicial proceedings, including foreclosures, and

    o       certain other customary amounts described in the pooling and
servicing agreement.                            

These servicing advances by the servicer are reimbursable to the
servicer subject to certain conditions and restrictions. In the event that,     
notwithstanding the servicer's good faith determination at the time the         
servicing advance was made that it would be recoverable, the servicing advance  
becomes a nonrecoverable advance, the servicer will be entitled to reimbursement
for that advance from any amounts in the collection account.                    

   The servicer may recover P&I Advances and servicing advances to the
extent permitted by the pooling and servicing agreement. This reimbursement may 
come from mortgage loan payments that are not required to be remitted in the    
month of receipt on the Servicer Remittance Date, or, if not recovered from such
collections or from the mortgagor on whose behalf such servicing advance or P&I 
Advance was made, from late collections on the related mortgage loan, including 
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other  
amounts as may be collected by the servicer from the mortgagor or otherwise     
relating to the mortgage loan. In the event a P&I Advance or a servicing advance
becomes a nonrecoverable advance, the servicer may be reimbursed for such       
advance from any amounts in the collection account. The servicer may also       
reimburse itself from any amounts in the collection account for any prior P&I   
Advances and servicing advances which have not otherwise been reimbursed at the 
time a mortgage loan is modified.                                               

        In addition, the servicer may withdraw from the collection account funds
that were not included in Available Funds for the preceding Distribution Date to
reimburse itself for P&I Advances and servicing advances previously made.       
However, any funds so applied will be replaced by the servicer by deposit in the
collection account no later than one business day prior to the Distribution Date
on which such funds are required to be distributed.                             

      The servicer will not be required to make any P&I Advance or servicing
advance which it determines would be a nonrecoverable P&I Advance or            
nonrecoverable servicing advance. A P&I Advance or servicing advance is         
"NONRECOVERABLE" if in the good faith business judgment of the servicer (as     
stated in an officer's certificate of the servicer delivered to the trustee),   
such P&I Advance or servicing advance would not ultimately be recoverable.      

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PLEDGE AND ASSIGNMENT OF SERVICER'S RIGHTS                                      

  On the closing date, the servicer may pledge and assign all of its
right, title and interest in, to and under the pooling and servicing agreement  
to one or more lenders (each, a "SERVICING RIGHTS PLEDGEE") selected by the     
servicer, including JPMorgan Chase Bank, National Association, as the           
representative of certain lenders. In the event that a servicer event of default
occurs, the trustee and the depositor will agree in the pooling and servicing   
agreement to the appointment of a Servicing Rights Pledgee or its designee as   
the successor servicer, provided that, at the time of such appointment, the     
Servicing Rights Pledgee or such designee meets the requirements of a successor 
servicer described in the pooling and servicing agreement (including being      
acceptable to the rating agencies rating the Offered Certificates) and that the 
Servicing Rights Pledgee or its designee agrees to be subject to the terms of   
the pooling and servicing agreement. Under no circumstances will JPMorgan Chase 
Bank, National Association be required to act as a backup servicer.             

PREPAYMENT INTEREST SHORTFALLS                                                  

  In the event of any voluntary principal prepayments in full on any
mortgage loans during any Prepayment Period (excluding any payments made upon   
liquidation of any mortgage loan and voluntary principal prepayments in part),  
the servicer will be obligated to pay, by no later than the Servicer Remittance 
Date for the related Distribution Date, compensating interest, without any right
of reimbursement, for those shortfalls in interest collections resulting from   
such voluntary prepayments in full. The amount of compensating interest payable 
by the servicer ("COMPENSATING INTEREST") will be equal to the difference       
between the interest paid by the applicable mortgagors for that Prepayment      
Period in connection with the prepayments in full and thirty days' interest on  
the related mortgage loans, but only to the extent of one-half of the servicing 
fee for the related Distribution Date.                                          

SERVICER REPORTS                                                                

        As set forth in the pooling and servicing agreement, on a date preceding
the applicable Distribution Date, the servicer is required to deliver to the    
trustee a servicer remittance report setting forth the information necessary for
the trustee to make the distributions set forth under "Description of the       
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement and containing the information to be included in the distribution    
report for that Distribution Date delivered by the trustee. In addition, the    
servicer will be required to deliver to the trustee and the depositor certain   
monthly reports relating to the mortgage loans and the mortgaged properties. The
trustee will provide these monthly reports to certificateholders, at the expense
of the requesting certificateholder, who make written requests to receive such  
information.                                                                    

      The servicer is required to deliver to the depositor, the trustee, and
the rating agencies, on or prior to March 15th of each year, starting in 2006,  
an officer's certificate stating that:                                          

       o       a review of the activities of the servicer during the preceding
                calendar year and of performance under the pooling and servicing
             agreement has been made under such officer's supervision, and

      o       to the best of such officer's knowledge, based on such review,
                the servicer has fulfilled all its obligations under the pooling
              and servicing agreement for such year, or, if there has been a
             default in the fulfillment of any such obligation, specifying
          each such default known to such officer and the nature and
             status of such default including the steps being taken by the
servicer to remedy such default.                

       On or prior to March 15th of each year, starting in 2006, the servicer,
at its expense, is required to cause to be delivered to the depositor, the      
trustee, and the rating agencies from a firm of independent certified public    
accountants, who may also render other services to the servicer, a statement to 
the effect that such firm has examined certain documents and records relating to
the servicing of residential mortgage loans during the preceding calendar year, 
or such longer period from the closing date to the end of the following calendar
year, and that, on the basis of such examination conducted substantially in     
compliance with generally accepted auditing standards and the requirements of   
the Uniform Single                                                              

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Attestation Program for Mortgage Bankers, such servicing has been conducted in  
compliance with certain minimum residential mortgage loan servicing standards.  

COLLECTION AND OTHER SERVICING PROCEDURES                                       

 The servicer will be responsible for making reasonable efforts to
collect all payments called for under the mortgage loans and will, consistent   
with the pooling and servicing agreement, follow such collection procedures as  
it follows with respect to loans held for its own account which are comparable  
to the mortgage loans. Consistent with the above, the servicer may (i) waive any
late payment charge or, if applicable, any penalty interest or (ii) extend the  
due dates for the monthly payments for a period of not more than 180 days,      
subject to the provisions of the pooling and servicing agreement.               

      The servicer will be required to act with respect to mortgage loans in
default, or as to which default is reasonably foreseeable, in accordance with   
procedures set forth in the pooling and servicing agreement. These procedures   
among other things, result in (i) foreclosing on the mortgage loan, (ii)        
accepting the deed to the related mortgaged property in lieu of foreclosure,    
(iii) granting the borrower under the mortgage loan a modification or           
forbearance, or (iv) accepting payment from the borrower of an amount less than 
the principal balance of the mortgage loan in final satisfaction of the mortgage
loan. These procedures are intended to maximize recoveries on a net present     
value basis on these mortgage loans.                                            

The servicer will be required to accurately and fully report its
borrower payment histories to all three national credit repositories in a timely
manner with respect to each mortgage loan.                                      

  If a mortgaged property has been or is about to be conveyed by the
mortgagor, the servicer will be obligated to accelerate the maturity of the     
mortgage loan, unless the servicer, in its sole business judgment, believes it  
is unable to enforce that mortgage loan's "due-on-sale" clause under applicable 
law or that such enforcement is not in the best interest of the trust fund. If  
it reasonably believes it may be restricted for any reason from enforcing such a
"due-on-sale" clause or that such enforcement is not in the best interest of the
trust fund, the servicer may enter into an assumption and modification agreement
with the person to whom such property has been or is about to be conveyed,      
pursuant to which such person becomes liable under the mortgage note.           

    Any fee collected by the servicer for entering into an assumption or
modification agreement will be retained by the servicer as additional servicing 
compensation. In connection with any such assumption or modification, none of   
the outstanding principal amount, the interest rate borne by the mortgage note  
relating to each mortgage loan nor the final maturity date for such mortgage    
loan may be changed, unless the mortgagor is in default with respect to the     
mortgage loan or such default is, in the judgment of the servicer, reasonably   
foreseeable. For a description of circumstances in which the servicer may be    
unable to enforce "due-on-sale" clauses, see "Legal Aspects of the Mortgage     
Loans--Due On Sale Clauses" in the prospectus.                                  

HAZARD INSURANCE                                                                

     The servicer is required to cause to be maintained for each mortgaged
property a hazard insurance policy which contains a standard mortgagee's clause 
with coverage in an amount equal to the lesser of (i) the amount necessary to   
fully compensate for any damage or loss to the improvements that are a part of  
such property on a replacement cost basis and (ii) the principal balance of the 
mortgage loan, but in each case in an amount not less than such amount as is    
necessary to prevent the mortgagor and/or the mortgagee from becoming a         
co-insurer or (iii) the amount required under applicable HUD/FHA regulations. As
set forth above, all amounts collected by the servicer under any hazard policy, 
except for amounts to be applied to the restoration or repair of the mortgaged  
property or released to the borrower in accordance with the servicer's normal   
servicing procedures, to the extent they constitute net Liquidation Proceeds,   
Condemnation Proceeds or Insurance Proceeds, will ultimately be deposited in the
collection account. The ability of the servicer to assure that hazard insurance 
proceeds are appropriately applied may be dependent on its being named as an    
additional insured under any hazard insurance policy, or upon the extent to     
which information in this regard is furnished to the servicer by a borrower. The
pooling and servicing agreement provides that the servicer may satisfy its      
obligation to cause hazard policies to                                          

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be maintained by maintaining a blanket policy in accordance with the pooling and
servicing agreement, insuring against losses on the mortgage loans. If such     
blanket policy contains a deductible clause, the servicer is obligated to       
deposit in the collection account the sums which would have been deposited in   
the collection account but for such clause.                                     

  In general, the standard form of fire and extended coverage policy
covers physical damage to or destruction of the improvements on the property by 
fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and     
civil commotion, subject to the conditions and exclusions specified in each     
policy. Although the policies relating to the mortgage loans will be            
underwritten by different insurers under different state laws in accordance with
different applicable state forms and therefore will not contain identical terms 
and conditions, the terms of the policies are dictated by respective state laws,
and most such policies typically do not cover any physical damage resulting from
the following: war, revolution, governmental actions, floods and other weather  
related causes, earth movement, including earthquakes, landslides and mudflows, 
nuclear reactions, wet or dry rot, vermin, rodents, insects or domestic animals,
theft and, in certain cases, vandalism. The foregoing list is merely indicative 
of certain kinds of uninsured risks and is not intended to be all inclusive.    

The hazard insurance policies covering the mortgaged properties 
typically contain a co insurance clause which in effect requires the insured at 
all times to carry insurance of a specified percentage, generally 80% to 90%, of
the full replacement value of the improvements on the property in order to      
recover the full amount of any partial loss. If the insured's coverage falls    
below this specified percentage, such clause generally provides that the        
insurer's liability in the event of partial loss does not exceed the greater of 
(x) the replacement cost of the improvements less physical depreciation or (y)  
such proportion of the loss as the amount of insurance carried bears to the     
specified percentage of the full replacement cost of such improvements.         

      Since residential properties, generally, have historically appreciated
in value over time, if the amount of hazard insurance maintained on the         
improvements securing the mortgage loans were to decline as the principal       
balances owing on the improvements decreased, hazard insurance proceeds could be
insufficient to restore fully the damaged property in the event of a partial    
loss.                                                                           

REALIZATION UPON DEFAULTED MORTGAGE LOANS                                       

        The servicer will be required to foreclose upon, or otherwise comparably
convert to ownership, mortgaged properties securing such of the mortgage loans  
as come into default when, in the opinion of the servicer, no satisfactory      
arrangements can be made for the collection of delinquent payments. In          
connection with such foreclosure or other conversion, the servicer will follow  
such practices as it deems necessary or advisable and as are in keeping with the
servicer's general loan servicing activities and the pooling and servicing      
agreement. However, the servicer will not expend its own funds in connection    
with foreclosure or other conversion, correction of a default on a senior       
mortgage or restoration of any property unless the servicer believes such       
foreclosure, correction or restoration will increase net Liquidation Proceeds   
and that such expenses will be recoverable by the servicer.                     

      With respect to second lien mortgage loans, the servicer may write off
the entire outstanding principal balance of the mortgage loan in circumstances  
where the servicer determines it would be uneconomical to foreclose on the      
related mortgaged property.                                                     

OPTIONAL REPURCHASE OF DELINQUENT MORTGAGE LOANS                                

      The depositor and the servicer have the option, but are not obligated,
to purchase from the trust any mortgage loan that is 90 days or more delinquent 
subject to certain terms and conditions set forth in the pooling and servicing  
agreement. During the first 10 days after a mortgage loan becomes 90 days or    
more delinquent, the depositor will have the exclusive option to purchase the   
delinquent mortgage loan. The purchase price will be 100% of the unpaid         
principal balance of the mortgage loan, plus all related accrued and unpaid     
interest, and the amount of any unreimbursed servicing advances made by the     
servicer related to the mortgage loan. In addition, the servicer may write off  
any second lien mortgage loan that is delinquent by 180 days or more.           

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REMOVAL AND RESIGNATION OF THE SERVICER                                         

       The trustee may, and the trustee is required to at the direction of the
majority of voting rights in the certificates, remove the servicer upon the     
occurrence and continuation beyond the applicable cure period of any event      
described in clauses (a) through (g) below. Each of the following constitutes a 
"SERVICER EVENT OF DEFAULT":                                                    

               (a)     any failure by the servicer to remit to the trustee any
  payment required to be made by the servicer under the terms of the
   pooling and servicing agreement, which continues unremedied for one
      business day after the date upon which written notice of such failure,
  requiring the same to be remedied, is given to the servicer by the
      depositor or trustee or to the servicer, the depositor and the trustee
     by the holders of certificates entitled to at least 25% of the voting
rights in the certificates; or                                  

               (b)     any failure on the part of the servicer duly to observe
or perform in any material respect any other of the covenants or
   agreements on the part of the servicer contained in the pooling and
     servicing agreement, or the breach of any representation and warranty
        set forth in the pooling and servicing agreement to be true and correct,
        which continues unremedied for a period of thirty days after the earlier
     of (i) the date on which written notice of such failure or breach, as
       applicable, requiring the same to be remedied, is given to the servicer
      by the depositor or trustee, or to the servicer, the depositor and the
      trustee by any holders of certificates entitled to at least 25% of the
    voting rights in the certificates, and (ii) actual knowledge of such
       failure by a servicing officer of the servicer; provided, however, that
      in the case of a failure or breach that cannot be cured within 30 days
        after notice or actual knowledge by the servicer, the cure period may be
       extended for an additional 30 days upon delivery by the servicer to the
    trustee of a certificate to the effect that the servicer believes in
good faith that the failure or breach can be cured within such  
       additional time period and the servicer is diligently pursuing remedial
action; or                                                      

             (c)     a decree or order of a court or agency or supervisory
      authority having jurisdiction in an involuntary case under any present
       or future federal or state bankruptcy, insolvency or similar law or for
 the appointment of a conservator or receiver or liquidator in any
       insolvency, readjustment of debt, marshalling of assets and liabilities
   or similar proceedings, or for the winding up or liquidation of its
 affairs, is entered against the servicer and such decree or order
      remains in force, undischarged or unstayed for a period of sixty days;
or                                                              

     (d)     the servicer consents to the appointment of a
        conservator or receiver or liquidator in any insolvency, readjustment of
        debt, marshalling of assets and liabilities or similar proceedings of or
      relating to the servicer or of or relating to all or substantially all
of the servicer's property; or                                  

              (e)     the servicer admits in writing its inability generally
      to pay its debts as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, makes an
    assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations; or                                  

            (f)     the failure by the servicer to make any P&I Advance on
        any Servicer Remittance Date which continues unremedied for one business
day after that Servicer Remittance Date; or                     

              (g)     certain servicing performance criteria as set forth in
the pooling and servicing agreement are not satisfied as of any 
Distribution Date.                                              

Except to permit subservicers as provided under the pooling and 
servicing agreement to act as subservicers and subject to the rights of the     
Servicing Rights Pledgee, the servicer may not assign its obligations under the 
pooling and servicing agreement nor resign from the obligations and duties      
imposed on it by the pooling and servicing agreement except by mutual consent of
the servicer, the depositor and the trustee or upon the determination that the  
servicer's duties under the pooling and servicing agreement are no longer       
permissible under applicable law and such incapacity cannot be cured by the     
servicer without the incurrence of unreasonable expense. No such resignation    
will become effective until a successor has assumed the servicer's              
responsibilities and obligations in accordance with the pooling and servicing   
agreement.                                                                      

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  Pursuant to the terms of the pooling and servicing agreement, upon
removal or resignation of the servicer, subject to the rights of the Servicing  
Rights Pledgee, the trustee will become the successor servicer or will appoint a
successor servicer. The trustee, as successor servicer, will be obligated to    
make P&I Advances and servicing advances and certain other advances unless it   
determines reasonably and in good faith that such advances would not be         
recoverable. The trustee, as successor servicer, will be obligated to assume the
other responsibilities, duties and liabilities of the predecessor servicer as   
soon as practicable, but in no event later than 90 days after the trustee has   
notified the predecessor servicer that it is being terminated. If, however, the 
trustee is unwilling or unable to act as successor servicer, or the holders of  
the certificates entitled to a majority of the voting rights in the certificates
so request, the trustee is required to appoint, or petition a court of competent
jurisdiction to appoint, in accordance with the provisions of the pooling and   
servicing agreement, any established mortgage loan servicing institution        
acceptable to the rating agencies and having a net worth of not less than       
$30,000,000 as the successor servicer in the assumption of all or any part of   
the responsibilities, duties or liabilities of the predecessor servicer.        

The trustee and any other successor servicer in such capacity is
entitled to the same reimbursement for advances and no more than the same       
servicing compensation (including income earned on the collection account) as   
the servicer or such greater compensation if consented to by the rating agencies
rating the Offered Certificates and a majority of the certificateholders. See   
"--Servicing and Trustee Fees and Other Compensation and Payment of Expenses"   
above.                                                                          

     The terminated servicer, subject to certain provisions in the pooling
and servicing agreement, will be obligated to pay all of its own out-of-pocket  
costs and expenses, without reimbursement from the trust fund, to transfer the  
servicing files to a successor servicer and it will be obligated to pay certain 
reasonable out-of-pocket costs and expenses of a servicing transfer incurred by 
parties other than the terminated servicer without reimbursement from the trust 
fund. In the event the terminated servicer defaults in its obligations to pay   
such costs, the successor servicer will be obligated to pay such costs but will 
be entitled to reimbursement for such costs from the trust fund or if the       
successor servicer fails to pay, the trustee will pay such costs from the trust 
fund.                                                                           

TERMINATION; OPTIONAL CLEAN-UP CALL                                             

    The servicer may, at its option, purchase the mortgage loans and REO
properties and terminate the trust on any Distribution Date when the aggregate  
Stated Principal Balance of the mortgage loans, as of the last day of the       
related Due Period, is equal to or less than 10% of the aggregate Stated        
Principal Balance of the mortgage loans as of the cut-off date (the right to    
purchase being referred to as the "OPTIONAL CLEAN-UP CALL"). The purchase price 
for the mortgage loans will be an amount equal to the sum of (i) 100% of the    
unpaid principal balance of each mortgage loan (other than mortgage loans       
related to any REO property) plus accrued and unpaid interest on those mortgage 
loans at the applicable interest rate, and (ii) the lesser of (x) the appraised 
value of any REO property, as determined by an appraisal completed by an        
independent appraiser selected by the party exercising the right to purchase the
mortgage loans at its expense and (y) the unpaid principal balance of each      
mortgage loan related to any REO property plus accrued and unpaid interest on   
those mortgage loans at the applicable interest rate, and (iii) any Swap        
Termination Payment other than a Defaulted Swap Termination Payment owed to the 
Swap Provider. Any such purchase of the mortgage loans would result in the final
distribution on the certificates on such Distribution Date.                     

  The trust also is required to terminate upon the later of: (i) the
distribution to certificateholders of the final payment or collection with      
respect to the last mortgage loan (or P&I Advances of same by the servicer), or 
(ii) the disposition of all funds with respect to the last mortgage loan and the
remittance of all funds due under the pooling and servicing agreement. However, 
in no event will the trust established by the pooling and servicing agreement   
terminate later than twenty-one years after the death of the last surviving     
lineal descendant of the person named in the pooling and servicing agreement.   

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AMENDMENT                                                                       

       The pooling and servicing agreement may be amended from time to time by
the depositor, the servicer and the trustee by written agreement, without notice
to, or consent of, the holders of the certificates, to cure any ambiguity or    
mistake, to correct any defective provision or supplement any provision in the  
pooling and servicing agreement that may be inconsistent with any other         
provision in the pooling and servicing agreement, or to add to the duties of the
depositor, the servicer or the trustee, to comply with any requirements in the  
Code. The pooling and servicing agreement may also be amended to add or modify  
any other provisions with respect to matters or questions arising under the     
pooling and servicing agreement or to modify, alter, amend, add to or rescind   
any of the terms or provisions contained in the pooling and servicing agreement;
provided, that such amendment will not adversely affect in any material respect 
the interest of any certificateholder, as evidenced by (i) an opinion of counsel
delivered to the trustee, at the expense of the party requesting the amendment  
(except the trustee, in which event, at the expense of the trust fund),         
confirming that the amendment will not adversely affect in any material respect 
the interests of any holder of the certificates or (ii) a letter from each      
rating agency confirming that such amendment will not cause the reduction,      
qualification or withdrawal of the then current ratings of the certificates.    

       The pooling and servicing agreement may be amended from time to time by
the depositor, the servicer, the trustee and holders of certificates evidencing 
percentage interests aggregating not less than 66-2/3% of each class of         
certificates affected by the amendment for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the pooling
and servicing agreement or of modifying in any manner the rights of the holders 
of the certificates; provided, however, that no such amendment will (i) reduce  
in any manner the amount of, or delay the timing of, payments required to be    
distributed on any certificate without the consent of the holder of that        
certificate, (ii) adversely affect in any material respect the interests of the 
holders of any class of certificates in a manner other than as described in     
clause (i) above without the consent of the holders of certificates of that     
class evidencing percentage interests aggregating not less than 66-2/3% of that 
class, or (iii) reduce the percentage of the certificates whose holders are     
required to consent to any such amendment without the consent of the holders of 
100% of the certificates then outstanding.                                      

CERTAIN MATTERS REGARDING THE DEPOSITOR, THE SERVICER, THE CUSTODIAN AND THE    
TRUSTEE                                                                         

        The pooling and servicing agreement provides that none of the depositor,
the servicer, the custodian, the trustee nor any of their directors, officers,  
employees or agents will be under any liability to the certificateholders for   
any action taken, or for refraining from the taking of any action, in good faith
pursuant to the pooling and servicing agreement, or for errors in judgment,     
provided that none of the depositor, the servicer, the custodian or the trustee 
will be protected against liability arising from any breach of representations  
or warranties made by it or from any liability which may be imposed by reason of
the depositor's, the servicer's, the custodian's or the trustee's, as the case  
may be, willful misfeasance, bad faith or negligence (or gross negligence in the
case of the depositor) in the performance of its duties or by reason of its     
reckless disregard of obligations and duties under the pooling and servicing    
agreement.                                                                      

The depositor, the servicer, the custodian, the trustee and any 
director, officer, employee, affiliate or agent of the depositor, the servicer  
or the trustee will be indemnified by the trust fund and held harmless against  
any loss, liability or expense incurred in connection with any audit,           
controversy or judicial proceeding relating to a governmental taxing authority  
or any legal action relating to the pooling and servicing agreement or the      
certificates, or any unanticipated or extraordinary expense other than any loss,
liability or expense incurred by reason of the depositor's, the servicer's, the 
custodian's or the trustee's, as the case may be, willful misfeasance, bad faith
or negligence (or gross negligence in the case of the depositor) in the         
performance of its duties or by reason of its reckless disregard of obligations 
and duties under the pooling and servicing agreement.                           

    None of the depositor, the servicer, the custodian or the trustee is
obligated under the pooling and servicing agreement to appear in, prosecute or  
defend any legal action that is not incidental to its                           

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respective duties which in its opinion may involve it in any expense or         
liability, provided that, in accordance with the provisions of the pooling and  
servicing agreement, the depositor, the servicer, the custodian and the trustee,
as applicable, may undertake any action any of them deem necessary or desirable 
in respect of (i) the rights and duties of the parties to the pooling and       
servicing agreement and (ii) with respect to actions taken by the depositor, the
interests of the trustee and the certificateholders. In the event the depositor,
the servicer, the custodian or the trustee undertakes any such action, the legal
expenses and costs of such action and any resulting liability will be expenses, 
costs and liabilities of the trust fund, and the depositor, the servicer, the   
custodian and the trustee will be entitled to be reimbursed for such expenses,  
costs and liabilities out of the trust fund.                                    

 PREPAYMENT AND YIELD CONSIDERATIONS

STRUCTURING ASSUMPTIONS                                                         

     The prepayment model used in this prospectus supplement represents an
assumed rate of prepayment ("PREPAYMENT ASSUMPTION") each month relative to the 
then outstanding principal balance of a pool of mortgage loans for the life of  
those mortgage loans. The Prepayment Assumption does not purport to be a        
historical description of prepayment experience or a prediction of the          
anticipated rate of prepayment of any pool of mortgage loans, including the     
related mortgage loans. With respect to the fixed-rate mortgage loans, the 100% 
Prepayment Assumption assumes a constant prepayment rate ("CPR") of             
approximately 5% per annum of the then outstanding principal balance of each    
fixed-rate mortgage loan in the first month each fixed-rate mortgage loan is    
outstanding and an additional approximately 1.727% per annum in each month      
thereafter until the 12th month such fixed-rate mortgage loan is outstanding. In
each month thereafter, 100% Prepayment Assumption with respect to each          
fixed-rate mortgage loan assumes a CPR of 24% per annum each month. The 100%    
Prepayment Assumption with respect to the adjustable-rate mortgage loans assumes
a CPR of 5% per annum of the then outstanding principal balance of each         
adjustable-rate mortgage loan in the first month each adjustable-rate mortgage  
loan is outstanding and an additional approximately 2.091% per annum in each    
month thereafter until the 12th month such adjustable-rate mortgage loan is     
outstanding. In each month thereafter, 100% Prepayment Assumption with respect  
to each adjustable-rate mortgage loan assumes a CPR of 28% per annum each month.

     Since the tables were prepared on the basis of the assumptions in the
following paragraph, there are discrepancies between the characteristics of the 
actual mortgage loans and the characteristics of the mortgage loans assumed in  
preparing the tables. Any discrepancy may have an effect upon the percentages of
the Class Certificate Balances outstanding and weighted average lives of the    
Offered LIBOR Certificates set forth in the tables. In addition, since the      
actual mortgage loans in the trust fund have characteristics which differ from  
those assumed in preparing the tables set forth below, the distributions of     
principal on the Offered LIBOR Certificates may be made earlier or later than as
indicated in the tables.                                                        

 Unless otherwise specified, the information in the tables in this
prospectus supplement has been prepared on the basis of the following assumed   
characteristics of the mortgage loans and the following additional assumptions  
which collectively are the structuring assumptions ("STRUCTURING ASSUMPTIONS"): 

    o       the closing date for the certificates occurs on November 22,
2005;                                           

     o       distributions on the certificates are made on the 25th day of
               each month, commencing in December 2005, regardless if such day
              is a business day, in accordance with the priorities described
in this prospectus supplement;                  

       o       the mortgage loans prepayment rates with respect to the assumed
          mortgage loans are a multiple of the applicable Prepayment
               Assumption as stated in the table under the heading "Prepayment
Scenarios" under "--Decrement Tables" below;    

     o       prepayments include 30 days' interest on the related mortgage
loan;                                           

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        o       the Optional Clean-up Call is not exercised (except with respect
                to the weighted average life to call where the Optional Clean-up
              Call is assumed to be exercised when it is first exercisable);

o       the Specified Overcollateralized Amount is initially as 
                specified in this prospectus supplement and thereafter decreases
                in accordance with the provisions in this prospectus supplement;

       o       all adjustable-rate mortgage loans are indexed to the Six-Month
LIBOR Loan Index;                               

   o       with respect to each adjustable-rate mortgage loan, (a) the
            interest rate for each mortgage loan is adjusted on its next
            rate Adjustment Date (and on subsequent Adjustment Dates, if
             necessary) to a rate equal to the Gross Margin plus the Index
        (subject to the applicable periodic rate cap and maximum
          interest rate), (b) the Six-Month LIBOR Loan Index remains
               constant at 4.57%, and (c) the scheduled monthly payment on the
               mortgage loans is adjusted to equal a fully amortizing payment,
             except in the case of the interest-only mortgage loans during
the interest-only period;                       

o       the Expense Fee Rate is 0.5100%;                        

o       One-Month LIBOR remains constant at 4.14%;              

       o       no Swap Termination Payments are paid or received by the trust;

    o       no delinquencies or defaults in the payment by mortgagors of
                principal of and interest on the mortgage loans are experienced;

    o       scheduled payments on the mortgage loans are received on the
        first day of each month commencing in the calendar month
           following the closing date and are computed prior to giving
           effect to prepayments received on the last day of the prior
month;                                          

        o       prepayments represent prepayments in full of individual mortgage
                loans and are received on the last day of each month, commencing
       in the calendar month in which the closing date occurs;

o       the initial Class Certificate Balance of each class of  
           certificates is as set forth in this prospectus supplement,
             except that the Residual Certificates are assumed to be zero;

        o       interest accrues on each class of certificates at the applicable
           Pass-Through Rate set forth or described in this prospectus
supplement; and                                 

       o       the assumed mortgage loans have the approximate characteristics
described below:                                

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                                                        [Enlarge/Download Table]

                                      REMAINING   REMAINING                         FIRST 
                                    AMORTIZATION   TERM TO     LOAN                 RATE  
                       PRINCIPAL        TERM       MATURITY    AGE                  RESET 
GROUP  DESCRIPTION    BALANCE ($)    (MONTHS)(1)   (MONTHS)  (MONTHS)    INDEX    (MONTHS)
-----  -----------  --------------  ------------  ---------  --------  ---------  --------
                                                                                          
  1        BN15       2,316,592.20       355         177         3                        
  1        BN15          47,681.30       346         175         5                        
  1        BN15          80,357.79       350         176         4                        
  1        BN15          83,033.93       358         178         2                        
  1        BN15          31,773.87       358         178         2                        
  1        BN15         125,655.07       358         178         2                        
  1        BN15         920,140.26       356         177         3                        
  1        BN15          65,348.91       358         178         2                        
  1        BN15          25,446.32       357         177         3                        
  1        BN15          96,206.70       358         178         2                        
  1        BN15         929,544.72       358         178         2                        
  1        BN15         132,771.36       357         177         3                        
  1        BN15         230,413.66       356         177         3                        
  1        BN15          51,371.79       358         178         2                        
  1        BN15         128,114.06       357         178         2                        
  1        BN15          82,260.40       357         178         2                        
  1        BN15          31,989.49       359         179         1                        
  1        BN15         528,752.44       358         178         2                        
  1        BN30         485,517.39       477         357         3                        
  1        BN30         127,786.08       476         356         4                        
  1        BN30       1,516,887.83       477         357         3                        
  1        FX10          74,331.88       119         119         1                        
  1        FX15         154,718.43       177         177         3                        
  1        FX15         198,252.97       177         177         3                        
  1        FX15          57,867.61       176         176         4                        
  1        FX15         554,553.34       177         177         3                        
  1        FX15         240,773.41       177         177         3                        
  1        FX15          88,760.61       176         176         4                        
  1        FX15          88,596.43       176         176         4                        
  1        FX15         129,478.22       176         176         4                        
  1        FX15          49,097.47       176         176         4                        
  1        FX15          64,203.31       176         176         4                        
  1        FX15         134,898.08       120         177         3                        
  1        FX15         375,950.00       120         177         3                        
  1        FX15          32,800.00       120         177         3                        
  1        FX15          77,000.00       120         177         3                        
  1        FX20          74,697.87       238         238         2                        
  1        FX20         183,407.23       238         238         2                        
  1        FX20         152,316.54       230         238         2                        
  1        FX20          23,505.86       237         237         3                        
  1        FX20          18,968.99       236         236         4                        
  1        FX30      10,354,503.52       357         357         3                        
  1        FX30       1,158,264.20       357         357         3                        
  1        FX30         127,657.66       357         357         3                        
  1        FX30         204,843.23       357         357         3                        
  1        FX30         297,741.90       356         356         4                        
  1        FX30       2,715,379.99       357         357         3                        
  1        FX30         103,245.19       356         356         4                        
  1        FX30       1,688,124.40       357         357         3                        
  1        FX30         216,363.32       357         357         3                        


                                                                         ORIGINAL         
                                                                         INTEREST         
         CUT-OFF                                     GROSS                 ONLY           
       DATE GROSS               INITIAL             LIFETIME              PERIOD          
        INTEREST     GROSS     PERIODIC  PERIODIC   MAXIMUM     FLOOR    (MONTHS)         
GROUP   RATE (%)   MARGIN (%)   CAP (%)   CAP (%)   RATE (%)   RATE (%)     (1)           
-----  ----------  ----------  --------  --------  ---------  ---------  --------         
                                                                                          
  1      10.77236                                                                         
  1       9.75000                                                                         
  1      10.64585                                                                         
  1      10.51835                                                                         
  1      10.36500                                                                         
  1      11.31234                                                                         
  1      11.11513                                                                         
  1      10.63134                                                                         
  1       8.00000                                                                         
  1      10.32061                                                                         
  1      10.47967                                                                         
  1       9.96481                                                                         
  1       9.72200                                                                         
  1      10.92331                                                                         
  1      10.64231                                                                         
  1      10.30758                                                                         
  1      11.37500                                                                         
  1       9.82917                                                                         
  1       6.99629                                                                         
  1       6.70000                                                                         
  1       7.08345                                                                         
  1       9.83500                                                                         
  1       7.60359                                                                         
  1       7.99000                                                                         
  1       8.87500                                                                         
  1       8.31873                                                                         
  1      10.04301                                                                         
  1       6.07500                                                                         
  1      10.55166                                                                         
  1      11.70564                                                                         
  1       9.87874                                                                         
  1       9.99708                                                                         
  1       7.99000                                                           60            
  1      10.53618                                                           60            
  1      10.50000                                                           60            
  1      12.48539                                                           60            
  1       6.62500                                                                         
  1       8.55024                                                                         
  1       7.76500                                                                         
  1       9.99000                                                                         
  1       8.00000                                                                         
  1       7.88552                                                                         
  1       7.66067                                                                         
  1       6.60000                                                                         
  1       8.75000                                                                         
  1       7.95705                                                                         
  1       7.75136                                                                         
  1       8.47500                                                                         
  1       7.42045                                                                         
  1       8.62500                                                                         

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                                      REMAINING   REMAINING                         FIRST 
                                    AMORTIZATION   TERM TO     LOAN                 RATE  
                       PRINCIPAL        TERM       MATURITY    AGE                  RESET 
GROUP  DESCRIPTION    BALANCE ($)    (MONTHS)(1)   (MONTHS)  (MONTHS)    INDEX    (MONTHS)
-----  -----------  --------------  ------------  ---------  --------  ---------  --------
                                                                                          
  1        FX30         162,516.45       357         357         3                        
  1        FX30         665,188.67       356         356         4                        
  1        FX30      27,173,457.14       357         357         3                        
  1        FX30         673,323.13       356         357         3                        
  1        FX30         595,793.80       358         358         2                        
  1        FX30         241,704.43       357         357         3                        
  1        FX30         817,872.05       358         358         2                        
  1        FX30       9,309,253.46       357         357         3                        
  1        FX30         107,615.66       356         356         4                        
  1        FX30         443,624.57       357         357         3                        
  1        FX30          24,564.46       355         355         5                        
  1        FX30         842,003.87       357         357         3                        
  1        FX30          16,184.31       357         357         3                        
  1        FX30         171,314.53       356         356         4                        
  1        FX30         152,982.88       356         356         4                        
  1        FX30          31,874.97       352         357         3                        
  1        FX30       1,263,300.00       300         357         3                        
  1        FX30         250,749.51       300         355         5                        
  1        FX30         570,678.65       300         356         4                        
  1        FX30       5,481,618.49       300         356         4                        
  1        FX30         940,550.00       300         357         3                        
  1        FX30         189,000.00       300         357         3                        
  1        FX30         391,665.99       300         357         3                        
  1        FX30          34,650.00       300         357         3                        
  1        FX30          34,000.00       300         357         3                        
  1        FX30         100,000.00       240         358         2                        
  1        2/28      50,552,634.91       357         357         3     LIBOR_6MO     21   
  1        2/28         163,946.47       355         355         5     LIBOR_6MO     19   
  1        2/28       7,126,664.88       357         357         3     LIBOR_6MO     21   
  1        2/28         789,926.47       356         356         4     LIBOR_6MO     20   
  1        2/28       4,447,290.16       356         356         4     LIBOR_6MO     20   
  1        2/28     119,992,196.45       357         357         3     LIBOR_6MO     21   
  1        2/28         650,440.12       357         357         3     LIBOR_6MO     21   
  1        2/28          67,387.93       358         358         2     LIBOR_6MO     22   
  1        2/28         477,959.24       357         357         3     LIBOR_6MO     21   
  1        2/28       2,958,726.57       357         357         3     LIBOR_6MO     21   
  1        2/28         949,731.85       357         357         3     LIBOR_6MO     21   
  1        2/28         938,425.65       358         358         2     LIBOR_6MO     22   
  1        2/28      37,632,819.62       357         357         3     LIBOR_6MO     21   
  1        2/28       2,096,829.87       356         356         4     LIBOR_6MO     20   
  1        2/28         204,336.77       357         357         3     LIBOR_6MO     21   
  1        2/28         165,446.64       357         357         3     LIBOR_6MO     21   
  1        2/28       1,314,780.30       357         357         3     LIBOR_6MO     21   
  1        2/28          61,428.72       356         356         4     LIBOR_6MO     20   
  1        2/28       1,380,345.35       476         357         3     LIBOR_6MO     21   
  1        2/28         515,520.15       477         357         3     LIBOR_6MO     21   
  1        2/28       5,389,110.19       477         357         3     LIBOR_6MO     21   
  1        2/28         590,518.69       478         358         2     LIBOR_6MO     22   
  1        2/28         621,692.78       336         358         2     LIBOR_6MO     22   
  1        2/28         210,400.00       336         358         2     LIBOR_6MO     22   
  1        2/28         592,314.16       336         356         4     LIBOR_6MO     20   


                                                                         ORIGINAL         
                                                                         INTEREST         
         CUT-OFF                                     GROSS                 ONLY           
       DATE GROSS               INITIAL             LIFETIME              PERIOD          
        INTEREST     GROSS     PERIODIC  PERIODIC   MAXIMUM     FLOOR    (MONTHS)         
GROUP   RATE (%)   MARGIN (%)   CAP (%)   CAP (%)   RATE (%)   RATE (%)     (1)           
-----  ----------  ----------  --------  --------  ---------  ---------  --------         
                                                                                          
  1       7.25000                                                                         
  1       8.20667                                                                         
  1       7.50042                                                                         
  1       8.75353                                                                         
  1       8.71649                                                                         
  1       8.67030                                                                         
  1       7.81741                                                                         
  1       7.61714                                                                         
  1       6.62500                                                                         
  1      11.00486                                                                         
  1      12.12500                                                                         
  1      10.32169                                                                         
  1      11.50000                                                                         
  1      11.16123                                                                         
  1       9.44803                                                                         
  1       9.37500                                                                         
  1       7.31061                                                           60            
  1       7.27500                                                           60            
  1       7.85516                                                           60            
  1       7.25947                                                           60            
  1       6.90091                                                           60            
  1      11.33135                                                           60            
  1      10.76532                                                           60            
  1      11.75000                                                           60            
  1      10.50000                                                           60            
  1       7.25000                                                          120            
  1       7.70188     6.54467   3.00003   1.00196   13.73707    7.31696                   
  1       7.75409     6.75409   3.00000   1.00000   13.75409    6.75409                   
  1       7.73629     6.67703   2.99952   1.00000   13.73629    7.42723                   
  1       7.85282     6.85282   3.00000   1.00000   13.85282    7.85282                   
  1       7.74642     6.40178   3.00000   1.00561   13.74642    7.34414                   
  1       7.60169     6.58602   3.00844   1.00000   13.60330    7.17382                   
  1       8.43604     7.30963   3.00000   1.00000   14.43604    8.24737                   
  1       6.95000     4.98000   3.00000   1.00000   12.95000    6.95000                   
  1       7.83568     6.43141   3.00000   1.00000   13.83568    7.37046                   
  1       8.01904     6.73228   3.00000   1.00000   14.01904    7.81856                   
  1       7.27521     6.54231   3.00000   1.00000   13.27521    6.71949                   
  1       8.24060     6.82763   3.00000   1.16606   14.57272    7.72277                   
  1       7.67981     6.63684   2.98202   1.01407   13.71169    7.44326                   
  1       8.05154     6.89529   3.00000   1.00000   14.05154    7.74075                   
  1       8.24458     7.24458   3.00000   1.00000   14.24458    8.24458                   
  1       8.50000     7.50000   3.00000   1.00000   14.50000    8.50000                   
  1       8.24221     6.85259   3.00007   1.00000   14.24221    7.61618                   
  1       7.87500     6.87500   3.00000   1.00000   13.87500    7.87500                   
  1       8.32847     7.10230   3.00000   1.00000   14.32847    7.70715                   
  1       7.24253     6.24253   3.00000   1.00000   13.24253    6.64568                   
  1       7.46527     6.46527   2.99941   1.00000   13.46527    6.99111                   
  1       7.30070     6.30070   3.00000   1.00000   13.30070    6.78246                   
  1       7.30298     5.75481   3.00000   1.00000   13.30298    7.30298     24            
  1       7.63500     5.66500   3.00000   1.00000   13.63500    7.63500     24            
  1       6.99696     5.65554   3.00000   1.00000   13.23603    6.84164     24            

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                                      REMAINING   REMAINING                         FIRST 
                                    AMORTIZATION   TERM TO     LOAN                 RATE  
                       PRINCIPAL        TERM       MATURITY    AGE                  RESET 
GROUP  DESCRIPTION    BALANCE ($)    (MONTHS)(1)   (MONTHS)  (MONTHS)    INDEX    (MONTHS)
-----  -----------  --------------  ------------  ---------  --------  ---------  --------
                                                                                          
  1        2/28          71,920.00       336         358         2     LIBOR_6MO     22   
  1        2/28          53,200.00       336         358         2     LIBOR_6MO     22   
  1        2/28       1,958,649.84       336         357         3     LIBOR_6MO     21   
  1        2/28         146,400.00       336         358         2     LIBOR_6MO     22   
  1        2/28      39,928,315.81       300         357         3     LIBOR_6MO     21   
  1        2/28         100,000.00       300         355         5     LIBOR_6MO     19   
  1        2/28       4,794,282.42       300         357         3     LIBOR_6MO     21   
  1        2/28       1,326,190.00       300         357         3     LIBOR_6MO     21   
  1        2/28         122,674.00       300         357         3     LIBOR_6MO     21   
  1        2/28       2,289,611.84       300         355         5     LIBOR_6MO     19   
  1        2/28      87,762,235.35       300         356         4     LIBOR_6MO     20   
  1        2/28         204,000.00       300         355         5     LIBOR_6MO     19   
  1        2/28         224,000.00       300         357         3     LIBOR_6MO     21   
  1        2/28         235,999.99       300         358         2     LIBOR_6MO     22   
  1        2/28      22,686,434.19       300         357         3     LIBOR_6MO     21   
  1        2/28       1,216,649.99       300         357         3     LIBOR_6MO     21   
  1        2/28         114,111.00       300         357         3     LIBOR_6MO     21   
  1        2/28         459,300.00       300         358         2     LIBOR_6MO     22   
  1        2/28         206,400.00       240         352         8     LIBOR_6MO     16   
  1        2/28         200,000.00       240         357         3     LIBOR_6MO     21   
  1        2/28         785,300.00       240         357         3     LIBOR_6MO     21   
  1        3/27       7,410,524.22       356         356         4     LIBOR_6MO     32   
  1        3/27         381,791.73       356         356         4     LIBOR_6MO     32   
  1        3/27         679,154.03       356         356         4     LIBOR_6MO     32   
  1        3/27         509,807.18       357         357         3     LIBOR_6MO     33   
  1        3/27       5,671,275.33       357         357         3     LIBOR_6MO     33   
  1        3/27         228,232.95       357         357         3     LIBOR_6MO     33   
  1        3/27         273,038.05       356         356         4     LIBOR_6MO     32   
  1        3/27         324,780.18       356         356         4     LIBOR_6MO     32   
  1        3/27       1,063,058.35       356         356         4     LIBOR_6MO     32   
  1        3/27       4,452,092.07       357         357         3     LIBOR_6MO     33   
  1        3/27         127,266.66       357         357         3     LIBOR_6MO     33   
  1        3/27         118,646.42       478         358         2     LIBOR_6MO     34   
  1        3/27       1,015,798.67       324         356         4     LIBOR_6MO     32   
  1        3/27         212,500.00       324         357         3     LIBOR_6MO     33   
  1        3/27         151,050.00       324         356         4     LIBOR_6MO     32   
  1        3/27         167,200.00       324         356         4     LIBOR_6MO     32   
  1        3/27         234,999.88       324         355         5     LIBOR_6MO     31   
  1        3/27         576,000.00       324         357         3     LIBOR_6MO     33   
  1        3/27       6,885,639.31       300         356         4     LIBOR_6MO     32   
  1        3/27       1,049,997.63       300         357         3     LIBOR_6MO     33   
  1        3/27         292,000.00       300         357         3     LIBOR_6MO     33   
  1        3/27         119,000.00       300         357         3     LIBOR_6MO     33   
  1        3/27         151,600.00       300         356         4     LIBOR_6MO     32   
  1        3/27       1,044,276.92       300         356         4     LIBOR_6MO     32   
  1        3/27       9,426,076.18       300         356         4     LIBOR_6MO     32   
  1        3/27         121,125.00       300         357         3     LIBOR_6MO     33   
  1        3/27         450,022.00       300         356         4     LIBOR_6MO     32   
  1        3/27       2,122,116.93       300         356         4     LIBOR_6MO     32   
  1        3/27         188,800.00       240         358         2     LIBOR_6MO     34   
  1        5/25         194,623.39       356         356         4     LIBOR_6MO     56   


                                                                         ORIGINAL         
                                                                         INTEREST         
         CUT-OFF                                     GROSS                 ONLY           
       DATE GROSS               INITIAL             LIFETIME              PERIOD          
        INTEREST     GROSS     PERIODIC  PERIODIC   MAXIMUM     FLOOR    (MONTHS)         
GROUP   RATE (%)   MARGIN (%)   CAP (%)   CAP (%)   RATE (%)   RATE (%)     (1)           
-----  ----------  ----------  --------  --------  ---------  ---------  --------         
                                                                                          
  1       7.12500     5.15500   3.00000   1.00000   13.12500    7.12500     24            
  1       6.88000     4.91000   3.00000   1.00000   12.88000    4.91000     24            
  1       7.69374     6.38183   2.73236   1.14141   13.79395    7.66764     24            
  1       6.87500     4.90500   3.00000   1.00000   12.87500    6.87500     24            
  1       7.49273     6.36654   2.99853   1.00000   13.49758    7.36957     60            
  1       9.77500     8.77500   3.00000   1.00000   15.77500    8.77500     60            
  1       7.62562     6.62562   3.00000   1.00000   13.62562    7.59024     60            
  1       7.61258     6.83277   2.77222   1.07593   13.76444    7.61258     60            
  1       7.52500     6.52500   3.00000   1.00000   13.52500    6.52500     60            
  1       7.47050     6.52549   3.00000   1.00000   13.47050    7.15711     60            
  1       7.25574     6.25912   2.99750   1.00202   13.26007    7.17893     60            
  1       7.12500     6.12500   3.00000   1.00000   13.12500    7.12500     60            
  1       7.68393     6.68393   3.00000   1.00000   13.68393    7.29107     60            
  1       8.65000     7.50000   3.00000   1.00000   14.65000    7.50000     60            
  1       7.12352     6.15723   2.99429   1.00911   13.14810    7.06459     60            
  1       7.04921     5.94192   2.88300   1.03900   13.12721    7.04921     60            
  1      11.65000     8.50000   1.50000   1.00000   18.65000   11.65000     60            
  1       7.60045     6.60045   3.00000   1.00000   13.60045    7.60045     60            
  1       7.37500     3.37500   3.00000   1.00000   12.37500    7.37500    120            
  1       6.27500     6.27500   3.00000   1.00000   12.27500    6.27500    120            
  1       7.55586     6.79624   3.00000   1.00000   13.97417    6.79624    120            
  1       7.69506     7.25008   3.00000   1.23661   14.19746    7.53663                   
  1       7.69429     7.38364   3.00000   1.00000   13.69429    7.69429                   
  1       6.83106     6.83106   3.00000   1.37412   13.83106    6.83106                   
  1       7.05105     5.99306   3.00000   1.00000   13.49720    6.56499                   
  1       8.14502     7.43990   3.00000   1.00000   14.17934    7.91067                   
  1       6.99000     6.99000   3.00000   1.00000   13.99000    6.99000                   
  1       8.20500     8.20500   3.00000   1.50000   15.20500    8.20500                   
  1       8.77545     8.36981   3.00000   1.00000   14.77545    8.77545                   
  1       7.94209     7.94209   3.37477   1.36837   14.94209    7.94209                   
  1       7.61418     7.06116   2.92120   1.21021   14.04814    7.33756                   
  1       8.50000     8.50000   3.00000   1.50000   15.50000    8.50000                   
  1       6.52500     5.52500   3.00000   1.00000   12.52500    5.52500                   
  1       7.11299     6.70907   3.00000   1.49651   13.68072    6.99958     36            
  1       6.99000     6.99000   3.00000   1.50000   13.99000    6.99000     36            
  1       7.42500     7.42500   3.00000   1.50000   14.42500    7.42500     36            
  1       8.00000     7.12500   3.00000   1.00000   14.00000    8.00000     36            
  1       7.85638     7.60638   3.00000   1.00000   13.85638    7.85638     36            
  1       6.61938     6.61938   2.42708   1.19097   13.00132    6.61938     36            
  1       7.62568     7.01140   2.95149   1.10218   13.87791    7.53613     60            
  1       8.08424     6.97870   3.00000   1.00000   14.08424    8.08424     60            
  1       7.25137     6.25137   3.00000   1.00000   13.25137    7.25137     60            
  1       8.42500     7.42500   3.00000   1.00000   14.42500    8.42500     60            
  1       6.24000     6.24000   3.00000   1.50000   13.24000    6.24000     60            
  1       7.25659     6.30632   3.00000   1.00000   13.25659    7.25659     60            
  1       7.58562     6.49945   3.15544   1.00674   13.59909    7.54123     60            
  1       6.75000     5.75000   3.00000   1.00000   12.75000    5.75000     60            
  1       6.40185     6.40185   3.00000   1.25404   13.40185    6.40185     60            
  1       7.53858     7.05223   3.00000   1.13403   13.80664    7.47266     60            
  1       7.07500     7.07500   3.00000   1.00000   13.07500    7.07500    120            
  1       7.15391     6.15391   3.00000   1.00000   13.15391    6.69298                   

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                                      REMAINING   REMAINING                         FIRST 
                                    AMORTIZATION   TERM TO     LOAN                 RATE  
                       PRINCIPAL        TERM       MATURITY    AGE                  RESET 
GROUP  DESCRIPTION    BALANCE ($)    (MONTHS)(1)   (MONTHS)  (MONTHS)    INDEX    (MONTHS)
-----  -----------  --------------  ------------  ---------  --------  ---------  --------
                                                                                          
  1        5/25       1,088,378.69       357         357         3     LIBOR_6MO     57   
  1        5/25         334,097.52       357         357         3     LIBOR_6MO     57   
  1        5/25         409,383.55       478         358         2     LIBOR_6MO     58   
  1        5/25       1,585,450.00       300         357         3     LIBOR_6MO     57   
  1        5/25         173,250.00       300         358         2     LIBOR_6MO     58   
  1        5/25         602,095.94       300         356         4     LIBOR_6MO     56   
  1        5/25       1,855,999.99       300         357         3     LIBOR_6MO     57   
  1        5/25         897,248.81       300         357         3     LIBOR_6MO     57   
  2        BN15       1,919,615.52       357         177         3                        
  2        BN15         371,938.08       357         177         3                        
  2        BN15         317,012.48       357         177         3                        
  2        BN15          12,762.96       356         176         4                        
  2        BN15         889,935.33       352         177         3                        
  2        BN15         147,817.87       358         178         2                        
  2        BN15          28,780.47       358         178         2                        
  2        BN15          80,620.28       358         178         2                        
  2        BN15       1,748,524.91       357         177         3                        
  2        BN15         943,436.30       357         177         3                        
  2        BN15         148,062.15       358         178         2                        
  2        BN15         203,511.60       357         178         2                        
  2        BN15          29,378.00       358         178         2                        
  2        BN15         422,477.46       357         177         3                        
  2        BN30         772,237.56       477         357         3                        
  2        BN30         538,498.39       476         356         4                        
  2        BN30         409,586.10       478         358         2                        
  2        FX10          49,527.65       118         118         2                        
  2        FX10          88,853.74       118         118         2                        
  2        FX15         409,148.72       177         177         3                        
  2        FX15         233,548.84       167         178         2                        
  2        FX15          91,212.76       178         178         2                        
  2        FX15         233,650.74       178         178         2                        
  2        FX15       1,036,020.71       178         178         2                        
  2        FX15          79,099.13       175         175         5                        
  2        FX15         447,439.34       178         178         2                        
  2        FX15         349,352.25       177         178         2                        
  2        FX15          20,661.36       177         177         3                        
  2        FX15          33,281.94       175         175         5                        
  2        FX15         259,150.00       120         178         2                        
  2        FX15         110,499.98       120         176         4                        
  2        FX15          59,400.00       120         177         3                        
  2        FX15         195,975.91       120         177         3                        
  2        FX15          73,950.00       120         177         3                        
  2        FX20          80,673.70       238         238         2                        
  2        FX20         386,833.90       237         238         2                        
  2        FX20          82,744.94       238         238         2                        
  2        FX20         287,438.64       238         238         2                        
  2        FX20          90,352.29       235         235         5                        
  2        FX20          24,800.66       233         236         4                        
  2        FX30       7,123,348.86       357         358         2                        
  2        FX30         624,403.13       357         357         3                        
  2        FX30       1,324,702.46       358         358         2                        


                                                                         ORIGINAL         
                                                                         INTEREST         
         CUT-OFF                                     GROSS                 ONLY           
       DATE GROSS               INITIAL             LIFETIME              PERIOD          
        INTEREST     GROSS     PERIODIC  PERIODIC   MAXIMUM     FLOOR    (MONTHS)         
GROUP   RATE (%)   MARGIN (%)   CAP (%)   CAP (%)   RATE (%)   RATE (%)     (1)           
-----  ----------  ----------  --------  --------  ---------  ---------  --------         
                                                                                          
  1       7.61854     6.61854   3.00000   1.00000   13.61854    7.12299                   
  1       6.77644     5.77644   3.00000   1.00000   12.77644    6.07358                   
  1       6.89694     5.89694   3.00000   1.00000   12.89694    6.89694                   
  1       6.86997     5.86997   3.00000   1.00000   12.86997    6.86997     60            
  1       6.47500     5.47500   3.00000   1.00000   12.47500    6.47500     60            
  1       7.02317     6.02317   3.00000   1.00000   13.02317    6.79729     60            
  1       6.89327     5.67516   3.23265   1.00000   12.77694    6.89327     60            
  1       6.91908     6.16985   3.50153   1.25077   12.66832    6.91908     60            
  2      11.02157                                                                         
  2      10.29185                                                                         
  2      10.82879                                                                         
  2      11.37500                                                                         
  2      10.53695                                                                         
  2      10.26192                                                                         
  2      11.25000                                                                         
  2      10.46531                                                                         
  2      10.30604                                                                         
  2      10.01072                                                                         
  2      10.33807                                                                         
  2      10.79527                                                                         
  2      10.80000                                                                         
  2      10.94115                                                                         
  2       8.43202                                                                         
  2       6.96547                                                                         
  2       5.99000                                                                         
  2      10.65000                                                                         
  2       5.25000                                                                         
  2       7.94134                                                                         
  2       5.71154                                                                         
  2       6.87500                                                                         
  2       8.12139                                                                         
  2       7.42248                                                                         
  2       5.97500                                                                         
  2       6.46219                                                                         
  2       6.85563                                                                         
  2      10.99000                                                                         
  2       9.87500                                                                         
  2       6.80000                                                           60            
  2      11.75000                                                           60            
  2      12.12500                                                           60            
  2      10.71396                                                           60            
  2      10.50000                                                           60            
  2       6.62500                                                                         
  2       6.90719                                                                         
  2       8.82500                                                                         
  2       7.37500                                                                         
  2       8.71497                                                                         
  2       9.25000                                                                         
  2       7.45403                                                                         
  2       6.75739                                                                         
  2       6.74030                                                                         

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                                      REMAINING   REMAINING                         FIRST 
                                    AMORTIZATION   TERM TO     LOAN                 RATE  
                       PRINCIPAL        TERM       MATURITY    AGE                  RESET 
GROUP  DESCRIPTION    BALANCE ($)    (MONTHS)(1)   (MONTHS)  (MONTHS)    INDEX    (MONTHS)
-----  -----------  --------------  ------------  ---------  --------  ---------  --------
                                                                                          
  2        FX30       1,619,678.63       357         357         3                        
  2        FX30         603,017.60       358         357         3                        
  2        FX30       1,238,943.05       357         357         3                        
  2        FX30      15,927,003.23       357         357         3                        
  2        FX30         252,653.27       356         356         4                        
  2        FX30          71,866.81       356         356         4                        
  2        FX30          93,436.19       358         358         2                        
  2        FX30       1,820,940.97       357         357         3                        
  2        FX30       2,356,578.18       358         358         2                        
  2        FX30      13,203,722.07       357         358         2                        
  2        FX30         377,140.19       356         356         4                        
  2        FX30         191,637.29       356         356         4                        
  2        FX30          86,913.44       357         357         3                        
  2        FX30         422,763.98       357         357         3                        
  2        FX30          73,641.93       356         356         4                        
  2        FX30          41,744.81       358         358         2                        
  2        FX30          15,136.51       358         358         2                        
  2        FX30         280,499.73       324         356         4                        
  2        FX30       1,272,000.00       300         356         4                        
  2        FX30         326,400.00       300         357         3                        
  2        FX30         373,600.00       300         357         3                        
  2        FX30       1,223,400.00       300         358         2                        
  2        FX30         192,600.00       300         356         4                        
  2        FX30          44,800.00       300         357         3                        
  2        FX30          40,600.00       300         356         4                        
  2        FX30          60,000.00       300         356         4                        
  2        FX30          34,600.00       300         357         3                        
  2        FX30         103,699.60       240         358         2                        
  2        2/28      33,680,829.49       357         357         3     LIBOR_6MO     21   
  2        2/28          67,020.17       358         358         2     LIBOR_6MO     22   
  2        2/28       3,390,693.15       357         357         3     LIBOR_6MO     21   
  2        2/28       1,418,383.47       357         357         3     LIBOR_6MO     20   
  2        2/28       2,307,424.52       357         357         3     LIBOR_6MO     21   
  2        2/28      49,429,366.93       357         357         3     LIBOR_6MO     21   
  2        2/28         354,435.20       357         357         3     LIBOR_6MO     21   
  2        2/28         261,127.65       356         356         4     LIBOR_6MO     20   
  2        2/28         185,605.71       355         355         5     LIBOR_6MO     19   
  2        2/28       1,745,788.76       357         357         3     LIBOR_6MO     21   
  2        2/28         394,409.63       358         358         2     LIBOR_6MO     22   
  2        2/28         858,431.60       357         357         3     LIBOR_6MO     21   
  2        2/28      28,897,812.71       357         357         3     LIBOR_6MO     21   
  2        2/28       2,572,745.92       357         357         3     LIBOR_6MO     20   
  2        2/28         156,559.32       357         357         3     LIBOR_6MO     21   
  2        2/28          99,533.75       356         356         4     LIBOR_6MO     20   
  2        2/28       1,307,215.81       357         357         3     LIBOR_6MO     21   
  2        2/28         923,043.41       477         357         3     LIBOR_6MO     21   
  2        2/28         879,757.75       478         358         2     LIBOR_6MO     22   
  2        2/28         125,998.54       469         355         5     LIBOR_6MO     19   
  2        2/28       3,243,130.85       477         357         3     LIBOR_6MO     21   
  2        2/28         149,954.81       479         358         2     LIBOR_6MO     22   
  2        2/28       1,122,096.18       336         357         3     LIBOR_6MO     21   


                                                                         ORIGINAL         
                                                                         INTEREST         
         CUT-OFF                                     GROSS                 ONLY           
       DATE GROSS               INITIAL             LIFETIME              PERIOD          
        INTEREST     GROSS     PERIODIC  PERIODIC   MAXIMUM     FLOOR    (MONTHS)         
GROUP   RATE (%)   MARGIN (%)   CAP (%)   CAP (%)   RATE (%)   RATE (%)     (1)           
-----  ----------  ----------  --------  --------  ---------  ---------  --------         
                                                                                          
  2       7.24215                                                                         
  2       7.54870                                                                         
  2       8.13748                                                                         
  2       7.23994                                                                         
  2       6.95000                                                                         
  2       9.85000                                                                         
  2       7.00500                                                                         
  2       7.65125                                                                         
  2       6.74941                                                                         
  2       7.19016                                                                         
  2      10.38832                                                                         
  2       9.75000                                                                         
  2      11.37500                                                                         
  2      10.05103                                                                         
  2      10.37500                                                                         
  2      10.25000                                                                         
  2       9.99000                                                                         
  2       6.20000                                                           36            
  2       8.02932                                                           60            
  2       7.42500                                                           60            
  2       7.40000                                                           60            
  2       7.70101                                                           60            
  2       8.67500                                                           60            
  2      12.25000                                                           60            
  2      13.25000                                                           60            
  2      11.37500                                                           60            
  2      11.50000                                                           60            
  2       9.32000                                                          120            
  2       7.49772     6.48468   2.98015   1.00777   13.59511    7.08146                   
  2       7.50500     5.53500   3.00000   1.00000   13.50500    7.50500                   
  2       7.46900     6.31226   3.00000   1.00000   13.49107    6.92379                   
  2       7.87525     7.02424   2.87390   1.02327   13.93830    7.51566                   
  2       7.84828     6.32321   3.00000   1.00000   13.84828    7.84828                   
  2       7.57335     6.51961   2.99540   1.00556   13.58200    7.15219                   
  2       8.80235     7.18453   3.00000   1.00000   14.80235    8.43928                   
  2       8.80322     7.54602   3.00000   1.00000   14.80322    8.06837                   
  2       6.86138     5.86138   3.00000   1.00000   12.86138    6.86138                   
  2       7.99618     6.37469   3.00000   1.00000   13.81377    7.81617                   
  2       7.09786     6.22557   2.38407   1.20531   13.50848    7.09786                   
  2       7.93905     6.66494   2.71840   1.09387   14.12678    7.66402                   
  2       7.54731     6.37546   2.95441   1.03171   13.61986    7.29608                   
  2       7.40566     6.29076   2.94968   1.01101   13.47887    7.21566                   
  2       6.35000     5.95000   3.00000   1.00000   12.35000    6.35000                   
  2       9.62500     8.62500   3.00000   1.00000   14.62500    8.62500                   
  2       7.44092     6.20458   3.15259   1.00000   13.59641    7.44092                   
  2       6.56582     5.56582   3.00000   1.00000   12.56582    6.19444                   
  2       7.92188     6.92188   3.00000   1.00000   13.92188    7.38204                   
  2       8.07500     7.07500   3.00000   1.00000   14.07500    8.07500                   
  2       7.39979     6.39979   3.00000   1.00000   13.39979    6.96181                   
  2       7.82500     7.50000   3.00000   1.00000   13.82500    7.50000                   
  2       8.08522     7.39355   3.00000   1.37160   14.08522    7.89942     24            

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                                      REMAINING   REMAINING                         FIRST 
                                    AMORTIZATION   TERM TO     LOAN                 RATE  
                       PRINCIPAL        TERM       MATURITY    AGE                  RESET 
GROUP  DESCRIPTION    BALANCE ($)    (MONTHS)(1)   (MONTHS)  (MONTHS)    INDEX    (MONTHS)
-----  -----------  --------------  ------------  ---------  --------  ---------  --------
                                                                                          
  2        2/28         406,000.00       336         358         2     LIBOR_6MO     22   
  2        2/28         581,600.00       336         358         2     LIBOR_6MO     22   
  2        2/28       1,423,100.00       336         357         3     LIBOR_6MO     21   
  2        2/28       1,472,719.27       336         357         3     LIBOR_6MO     21   
  2        2/28         240,000.00       336         357         3     LIBOR_6MO     21   
  2        2/28         447,979.00       336         358         2     LIBOR_6MO     22   
  2        2/28       5,662,098.54       336         357         3     LIBOR_6MO     21   
  2        2/28         630,000.00       336         357         3     LIBOR_6MO     21   
  2        2/28      41,518,085.87       300         357         3     LIBOR_6MO     21   
  2        2/28       4,042,884.62       300         357         3     LIBOR_6MO     21   
  2        2/28         162,400.00       300         356         4     LIBOR_6MO     20   
  2        2/28       2,262,623.00       300         357         3     LIBOR_6MO     21   
  2        2/28         350,000.00       300         355         5     LIBOR_6MO     19   
  2        2/28       1,958,302.46       300         355         5     LIBOR_6MO     19   
  2        2/28      53,276,011.99       300         357         3     LIBOR_6MO     21   
  2        2/28         193,600.00       300         355         5     LIBOR_6MO     19   
  2        2/28         708,000.00       300         355         5     LIBOR_6MO     19   
  2        2/28         364,800.00       300         358         2     LIBOR_6MO     22   
  2        2/28      30,292,953.14       300         357         3     LIBOR_6MO     21   
  2        2/28         857,750.00       300         356         4     LIBOR_6MO     20   
  2        2/28       1,307,992.00       300         358         2     LIBOR_6MO     22   
  2        2/28         214,400.00       240         356         4     LIBOR_6MO     20   
  2        2/28       1,499,650.00       240         357         3     LIBOR_6MO     21   
  2        3/27       6,253,083.03       356         356         4     LIBOR_6MO     32   
  2        3/27          90,027.91       356         356         4     LIBOR_6MO     32   
  2        3/27         738,314.64       357         357         3     LIBOR_6MO     33   
  2        3/27         697,504.11       356         356         4     LIBOR_6MO     32   
  2        3/27         192,995.91       356         356         4     LIBOR_6MO     32   
  2        3/27         551,422.05       356         356         4     LIBOR_6MO     32   
  2        3/27       5,793,642.01       356         356         4     LIBOR_6MO     32   
  2        3/27         179,536.98       357         357         3     LIBOR_6MO     33   
  2        3/27         134,693.90       356         356         4     LIBOR_6MO     32   
  2        3/27         488,442.12       357         357         3     LIBOR_6MO     33   
  2        3/27         793,486.21       357         357         3     LIBOR_6MO     33   
  2        3/27       2,001,892.21       356         356         4     LIBOR_6MO     32   
  2        3/27       1,190,260.00       324         357         3     LIBOR_6MO     33   
  2        3/27         768,000.00       324         356         4     LIBOR_6MO     32   
  2        3/27         238,686.00       324         357         3     LIBOR_6MO     33   
  2        3/27       1,505,599.99       324         357         3     LIBOR_6MO     33   
  2        3/27       1,729,951.00       300         357         3     LIBOR_6MO     33   
  2        3/27         393,250.00       300         356         4     LIBOR_6MO     32   
  2        3/27         246,400.00       300         356         4     LIBOR_6MO     32   
  2        3/27         828,500.00       300         358         2     LIBOR_6MO     34   
  2        3/27       4,845,124.33       300         356         4     LIBOR_6MO     32   
  2        3/27         522,750.00       300         356         4     LIBOR_6MO     32   
  2        3/27       2,703,943.00       300         356         4     LIBOR_6MO     32   
  2        5/25          68,513.29       355         355         5     LIBOR_6MO     55   
  2        5/25         825,641.48       357         357         3     LIBOR_6MO     57   
  2        5/25         186,846.67       355         355         5     LIBOR_6MO     55   
  2        5/25         726,800.00       300         358         2     LIBOR_6MO     58   
  2        5/25         395,650.00       300         356         4     LIBOR_6MO     56   


                                                                         ORIGINAL         
                                                                         INTEREST         
         CUT-OFF                                     GROSS                 ONLY           
       DATE GROSS               INITIAL             LIFETIME              PERIOD          
        INTEREST     GROSS     PERIODIC  PERIODIC   MAXIMUM     FLOOR    (MONTHS)         
GROUP   RATE (%)   MARGIN (%)   CAP (%)   CAP (%)   RATE (%)   RATE (%)     (1)           
-----  ----------  ----------  --------  --------  ---------  ---------  --------         
                                                                                          
  2       6.75000     4.78000   3.00000   1.00000   12.75000    6.75000     24            
  2       7.25000     5.28000   3.00000   1.00000   13.25000    7.25000     24            
  2       6.87992     5.93398   3.00000   1.15600   12.87992    6.88182     24            
  2       7.15281     5.72746   3.00000   1.00000   13.15281    7.15281     24            
  2       6.50000     5.95000   3.00000   1.00000   12.50000    6.50000     24            
  2       6.61136     5.06669   3.00000   1.12364   12.61136    6.54953     24            
  2       6.76649     5.77714   2.86081   1.10037   12.98286    6.66245     24            
  2       7.00543     6.34257   3.00000   1.08571   13.00543    6.96257     24            
  2       7.44298     6.50159   2.97442   1.00000   13.52257    7.37448     60            
  2       7.70727     6.70727   3.00000   1.00000   13.70727    7.66472     60            
  2       8.35000     7.35000   3.00000   1.00000   14.35000    8.35000     60            
  2       7.80035     6.80035   3.00000   1.00000   13.80035    7.70241     60            
  2       8.77500     7.77500   3.00000   1.00000   14.77500    8.77500     60            
  2       7.05863     5.59762   3.00000   1.00000   13.05863    7.05863     60            
  2       7.25316     6.22522   3.00013   1.00000   13.24096    7.13976     60            
  2       6.82500     5.82500   3.00000   1.00000   12.82500    6.82500     60            
  2       7.32500     6.32500   3.00000   1.00000   13.32500    7.32500     60            
  2       6.03487     5.51140   3.00000   1.00000   12.26732    6.23246     60            
  2       6.78935     5.87632   2.98762   1.01304   12.82092    6.74191     60            
  2       6.93787     5.93787   3.00000   1.00000   12.93787    6.91736     60            
  2       6.58627     6.16547   2.73394   1.00000   12.58627    6.58627     60            
  2       6.42500     5.42500   3.00000   1.00000   12.42500    6.42500    120            
  2       6.91948     5.83655   3.00000   1.00000   13.14063    6.26865    120            
  2       7.75603     7.41180   3.03766   1.15570   14.21548    7.74632                   
  2       8.50000     8.25000   3.00000   1.00000   14.50000    8.50000                   
  2       7.43855     7.43855   3.00000   1.16213   14.43855    7.43855                   
  2       7.82636     7.15645   3.00000   1.00000   13.82636    7.43169                   
  2       8.42500     8.42500   3.00000   1.50000   15.42500    8.42500                   
  2       8.07277     7.91731   3.00000   1.00000   14.45094    8.07277                   
  2       7.93114     7.15024   3.10508   1.02904   13.98921    7.80327                   
  2       6.80000     5.95000   3.00000   1.00000   12.80000    6.80000                   
  2       8.87500     8.62500   3.00000   1.00000   14.87500    8.87500                   
  2       7.85980     6.43964   3.00000   1.00000   13.85980    7.00649                   
  2       7.16428     7.11238   3.00000   1.06625   13.95670    7.13910                   
  2       7.15161     6.35322   3.00000   1.09795   13.34751    7.01939                   
  2       7.01655     7.37361   3.00000   1.28565   13.29414    7.62356     36            
  2       6.99000     6.74000   3.00000   1.50000   13.99000    6.74000     36            
  2       6.65000     6.40000   3.00000   1.50000   13.65000    6.40000     36            
  2       6.59506     6.55660   2.80433   1.11942   12.83390    6.56796     36            
  2       7.81599     6.53480   3.00000   1.03235   13.88069    7.81599     60            
  2       8.17397     7.64504   3.00000   1.23554   14.64504    8.17397     60            
  2       6.47500     5.47500   3.00000   1.00000   12.47500    6.47500     60            
  2       7.61245     6.61245   3.00000   1.00000   13.61245    7.61245     60            
  2       7.65086     6.66238   3.00000   1.00000   13.65086    7.61387     60            
  2       7.99000     7.99000   3.00000   1.50000   14.99000    7.99000     60            
  2       7.09261     6.56287   3.00000   1.15015   13.53138    7.07517     60            
  2       6.97500     5.97500   3.00000   1.00000   12.97500    5.97500                   
  2       8.56039     7.56039   3.00000   1.00000   14.56039    7.96542                   
  2       7.93185     6.67129   3.00000   1.00000   14.56893    7.56893                   
  2       7.25958     6.25958   3.00000   1.00000   13.25958    7.25958     60            
  2       7.12760     6.61894   3.00000   1.00000   13.12760    7.12760     60            

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                                                        [Enlarge/Download Table]

                                      REMAINING   REMAINING                         FIRST 
                                    AMORTIZATION   TERM TO     LOAN                 RATE  
                       PRINCIPAL        TERM       MATURITY    AGE                  RESET 
GROUP  DESCRIPTION    BALANCE ($)    (MONTHS)(1)   (MONTHS)  (MONTHS)    INDEX    (MONTHS)
-----  -----------  --------------  ------------  ---------  --------  ---------  --------
                                                                                          
  2        5/25       2,400,734.73       300         357         3     LIBOR_6MO     57   
  2        5/25         404,999.99       300         358         2     LIBOR_6MO     58   


                                                                         ORIGINAL         
                                                                         INTEREST         
         CUT-OFF                                     GROSS                 ONLY           
       DATE GROSS               INITIAL             LIFETIME              PERIOD          
        INTEREST     GROSS     PERIODIC  PERIODIC   MAXIMUM     FLOOR    (MONTHS)         
GROUP   RATE (%)   MARGIN (%)   CAP (%)   CAP (%)   RATE (%)   RATE (%)     (1)           
-----  ----------  ----------  --------  --------  ---------  ---------  --------         
                                                                                          
  2        7.10072     6.10072   3.00000   1.00000   13.10072    7.10072     60           
  2        6.25000     6.25000   3.00000   1.00000   12.25000    6.25000     60           

----------                                                                      
(1)     With respect to the replines with an interest only period, the remaining
        amortization period will not commence until the interest only period has
ended.                                                          

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  While it is assumed that each of the mortgage loans prepays at the
specified constant percentages of the Prepayment Assumption, this is not likely 
to be the case.                                                                 

DEFAULTS                                                                        

     The yield to maturity of the LIBOR Certificates, and particularly the
Subordinated Certificates, will be sensitive to defaults on the mortgage loans. 
If a purchaser of a LIBOR Certificate calculates its anticipated yield based on 
an assumed rate of default and amount of losses that is lower than the default  
rate and amount of losses actually incurred, its actual yield to maturity will  
be lower than that so calculated. Except to the extent of any Subsequent        
Recoveries, holders of the LIBOR Certificates will not receive reimbursement for
Applied Realized Loss Amounts applied to their certificates. In general, the    
earlier a loss occurs, the greater is the effect on an investor's yield to      
maturity. There can be no assurance as to the delinquency, foreclosure or loss  
experience with respect to the mortgage loans. Because the mortgage loans were  
underwritten in accordance with standards less stringent than those generally   
acceptable to Fannie Mae and Freddie Mac with regard to a borrower's credit     
standing and repayment ability, the risk of delinquencies with respect to, and  
losses on, the mortgage loans will be greater than that of mortgage loans       
underwritten in accordance with Fannie Mae and Freddie Mac standards.           

PREPAYMENT CONSIDERATIONS AND RISKS                                             

       The rate of principal payments on the LIBOR Certificates, the aggregate
amount of distributions on the LIBOR Certificates and the yields to maturity of 
the LIBOR Certificates will be related to the rate and timing of payments of    
principal on the mortgage loans in the related loan group. The rate of principal
payments on the mortgage loans will in turn be affected by the amortization     
schedules of the mortgage loans and by the rate of principal prepayments        
(including for this purpose prepayments resulting from refinancing, liquidations
of the mortgage loans due to defaults, casualties or condemnations and          
repurchases by a selling party or purchases pursuant to the Optional Clean-up   
Call, as described in this prospectus supplement). Because certain of the       
mortgage loans contain Prepayment Premiums, the rate of principal payments may  
be less than the rate of principal payments for mortgage loans which did not    
have Prepayment Premiums. The mortgage loans are subject to the "due-on-sale"   
provisions included in the mortgage loans. See "The Mortgage Loan Pool" in this 
prospectus supplement.                                                          

        Prepayments, liquidations and purchases of the mortgage loans (including
any optional repurchase of the remaining mortgage loans in the trust fund in    
connection with the termination of the trust fund, in each case as described in 
this prospectus supplement) will result in distributions on the LIBOR           
Certificates of principal amounts which would otherwise be distributed over the 
remaining terms of the mortgage loans. Since the rate of payment of principal on
the mortgage loans will depend on future events and a variety of other factors, 
no assurance can be given as to that rate or the rate of principal prepayments. 
The extent to which the yield to maturity of a class of LIBOR Certificates may  
vary from the anticipated yield will depend upon the degree to which that LIBOR 
Certificate is purchased at a discount or premium, and the degree to which the  
timing of payments on that LIBOR Certificate is sensitive to prepayments,       
liquidations and purchases of the mortgage loans. Further, an investor should   
consider the risk that, in the case of any LIBOR Certificate purchased at a     
discount, a slower than anticipated rate of principal payments (including       
prepayments) on the mortgage loans could result in an actual yield to that      
investor that is lower than the anticipated yield and, in the case of any LIBOR 
Certificate purchased at a premium, a faster than anticipated rate of principal 
payments on the mortgage loans could result in an actual yield to that investor 
that is lower than the anticipated yield.                                       

  The rate of principal payments (including prepayments) on pools of
mortgage loans may vary significantly over time and may be influenced by a      
variety of economic, geographic, social and other factors, including changes in 
mortgagors' housing needs, job transfers, unemployment, mortgagors' net equity  
in the mortgaged properties and servicing decisions. In general, if prevailing  
interest rates were to fall significantly below the interest rates on the       
fixed-rate mortgage loans, the mortgage loans could be subject to higher        
prepayment rates than if prevailing interest rates were to remain at or above   
the interest                                                                    

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rates on the mortgage loans. Conversely, if prevailing interest rates were to   
rise significantly, the rate of prepayments on the fixed-rate mortgage loans    
would generally be expected to decrease. No assurances can be given as to the   
rate of prepayments on the mortgage loans in stable or changing interest rate   
environments.                                                                   

  As is the case with fixed-rate mortgage loans, the adjustable-rate
mortgage loans, or ARMs, may be subject to a greater rate of principal          
prepayments in a low interest rate environment. For example, if prevailing      
interest rates were to fall, mortgagors with ARMs may be inclined to refinance  
their ARMs with a fixed-rate loan to "lock in" a lower interest rate. The       
existence of the applicable Periodic Cap and Maximum Rate also may affect the   
likelihood of prepayments resulting from refinancings. In addition, the         
delinquency and loss experience of the ARMs may differ from that on the         
fixed-rate mortgage loans because the amount of the monthly payments on the ARMs
are subject to adjustment on each Adjustment Date. ARMs may be subject to       
greater rates of prepayments as they approach their initial Adjustment Dates as 
borrowers seek to avoid changes in their monthly payments. In addition, a       
substantial majority of the ARMs will not have their initial Adjustment Date    
until two to five years after their origination. The prepayment experience of   
these adjustable-rate mortgage loans may differ from that of the other ARMs.    
Such adjustable-rate mortgage loans may be subject to greater rates of          
prepayments as they approach their initial Adjustment Dates even if market      
interest rates are only slightly higher or lower than the interest rates on the 
adjustable-rate mortgage loans with their initial Adjustment Date two to five   
years after their origination (as the case may be) as borrowers seek to avoid   
changes in their monthly payments.                                              

      The timing of changes in the rate of prepayments on the mortgage loans
may significantly affect an investor's actual yield to maturity, even if the    
average rate of principal payments is consistent with an investor's expectation.
In general, the earlier a prepayment of principal on the mortgage loans, the    
greater the effect on an investor's yield to maturity. The effect on an         
investor's yield as a result of principal payments occurring at a rate higher   
(or lower) than the rate anticipated by the investor during the period          
immediately following the issuance of the certificates may not be offset by a   
subsequent like decrease (or increase) in the rate of principal payments.       

     When a mortgagor prepays a mortgage loan in whole or in part prior to
the due date in the related Prepayment Period for the mortgage loan, the        
mortgagor pays interest on the amount prepaid only to the date of prepayment    
instead of for the entire month. Absent sufficient Compensating Interest (to the
extent available as described in this prospectus supplement to cover prepayment 
interest shortfalls resulting from principal prepayments), a shortfall will     
occur in the amount due to certificateholders since the certificateholders are  
generally entitled to receive a full month of interest. Also, when a mortgagor  
prepays a mortgage loan in part together with the scheduled payment for a month 
on or after the related due date, the principal balance of the mortgage loan is 
reduced by the amount in excess of the scheduled payment as of that due date,   
but the principal is not distributed to certificateholders until the            
Distribution Date in the next month; therefore, up to one month of interest     
shortfall accrues on the amount of such excess.                                 

      To the extent that the amount of Compensating Interest is insufficient
to cover the deficiency in interest payable as a result of the timing of a      
prepayment, the remaining deficiency will be allocated to the LIBOR             
Certificates, pro rata, according to the amount of interest to which each class 
of LIBOR Certificates would otherwise be entitled in reduction of that amount.  

 The Pass-Through Rate for each class of LIBOR Certificates may be
calculated by reference to the WAC Cap. If the mortgage loans bearing higher    
interest rates, either through higher fixed-rates, or in the case of the        
adjustable-rate mortgage loans, higher margins or an increase in the Index (and 
consequently, higher net mortgage interest rates), were to prepay, the weighted 
average net mortgage interest rate would be lower than otherwise would be the   
case. In addition, changes in One-Month LIBOR (on which the Pass-Through Rates  
of the LIBOR Certificates are based) may not correlate with changes in the      
Six-Month LIBOR Loan Index. It is possible that a decrease in the Six-Month     
LIBOR Loan Index, which would be expected to result in faster prepayments, could
occur simultaneously with an increased level of One-Month LIBOR. If the         
Pass-Through Rates on any class of LIBOR Certificates, calculated without       
reference to any applicable Loan Group I Cap, Loan Group II Cap, or the WAC Cap,
were to be                                                                      

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higher than those applicable caps, the Pass-Through Rate on those classes of    
certificates would be lower than otherwise would be the case. Although holders  
of those classes of certificates are entitled to receive any Basis Risk Carry   
Forward Amount from and to the extent of funds available in the Excess Reserve  
Fund Account and to the extent available for payment from the Supplemental      
Interest Trust, there is no assurance that those funds will be available or     
sufficient for those purposes. The ratings of the LIBOR Certificates do not     
address the likelihood of the payment of any Basis Risk Carry Forward Amount.   

OVERCOLLATERALIZATION PROVISIONS                                                

        The operation of the overcollateralization provisions of the pooling and
servicing agreement will affect the weighted average lives of the Offered       
Certificates and consequently the yields to maturity of those certificates. If  
at any time the Overcollateralized Amount is less than the Specified            
Overcollateralized Amount, Total Monthly Excess Spread and certain amounts      
available in the Supplemental Interest Trust will be applied as distributions of
principal to the class or classes of certificates then entitled to distributions
of principal until the Overcollateralized Amount equals the Specified           
Overcollateralized Amount. This would have the effect of reducing the weighted  
average lives of those certificates. The actual Overcollateralized Amount may   
change from Distribution Date to Distribution Date producing uneven             
distributions of Total Monthly Excess Spread. There can be no assurance that the
Overcollateralized Amount will never be less than the Specified                 
Overcollateralized Amount.                                                      

    Total Monthly Excess Spread generally is a function of the excess of
interest collected or advanced on the mortgage loans over the interest required 
to pay interest on the LIBOR Certificates and expenses at the Expense Fee Rate, 
as well as Net Swap Payments and Net Swap Receipts. Mortgage loans with higher  
net interest rates will contribute more interest to the Total Monthly Excess    
Spread. Mortgage loans with higher net interest rates may prepay faster than    
mortgage loans with relatively lower net interest rates in response to a given  
change in market interest rates. Any disproportionate prepayments of mortgage   
loans with higher net interest rates may adversely affect the amount of Total   
Monthly Excess Spread available to make accelerated payments of principal of the
LIBOR Certificates.                                                             

      As a result of the interaction of the foregoing factors, the effect of
the overcollateralization provisions on the weighted average lives of the LIBOR 
Certificates may vary significantly over time and from class to class.          

SUBORDINATED CERTIFICATES                                                       

     The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class B-1 and Class B-2 certificates provide credit       
enhancement for the certificates that have a higher payment priority, and Class 
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class    
M-8, Class B-1 and Class B-2 certificates may absorb losses on the mortgage     
loans. The weighted average lives of, and the yields to maturity on, the Class  
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class    
M-8, Class B-1 and Class B-2 certificates, in that order, will be progressively 
more sensitive to the rate and timing of mortgagor defaults and the severity of 
ensuing losses on the mortgage loans. If the actual rate and severity of losses 
on the mortgage loans are higher than those assumed by a holder of a related    
Subordinated Certificate, the actual yield to maturity on such holder's         
certificate may be lower than the yield expected by such holder based on that   
assumption. Realized losses on the mortgage loans will reduce the Class         
Certificate Balance of the Class M-1, Class M-2, Class M-3, Class M-4, Class    
M-5, Class M-6, Class M-7, Class M-8, Class B-1 and Class B-2 certificates then 
outstanding with the lowest relative payment priority if and to the extent that 
the aggregate Class Certificate Balances of all classes of certificates,        
following all distributions on a Distribution Date, exceed the aggregate Stated 
Principal Balances of the related mortgage loans. As a result of such a         
reduction of the Class Certificate Balance of a class of Subordinated           
Certificates, less interest will accrue on those classes of certificates than   
would otherwise be the case.                                                    

        The Principal Distribution Amount to be made to the holders of the LIBOR
Certificates includes the net proceeds in respect of principal received upon the
liquidation of a related mortgage loan. If such net proceeds are less than the  
unpaid principal balance of the liquidated mortgage loan, the aggregate Stated  

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Principal Balances of the mortgage loans will decline more than the aggregate   
Class Certificate Balances of the Offered Certificates, thus reducing the amount
of the overcollateralization. If such difference is not covered by the amount of
the overcollateralization or excess interest, the class of Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1 and 
Class B-2 certificates then outstanding with the lowest relative payment        
priority will bear such loss. In addition, the Subordinated Certificates will   
not be entitled to any principal distributions prior to the related Stepdown    
Date or during the continuation of a Trigger Event (unless all of the           
certificates with a higher relative payment priority have been paid in full).   
Because a Trigger Event may be based on the delinquency, as opposed to the loss,
experience on the mortgage loans, a holder of a Subordinated Certificate may not
receive distributions of principal for an extended period of time, even if the  
rate, timing and severity of realized losses on the applicable mortgage loans is
consistent with such holder's expectations. Because of the disproportionate     
distribution of principal to the senior certificates, depending on the timing of
realized losses, the Subordinated Certificates may bear a disproportionate      
percentage of the realized losses on the mortgage loans.                        

 For all purposes, the Class B-2 certificates will have the lowest
payment priority of any class of Subordinated Certificates.                     

EFFECT ON YIELDS DUE TO RAPID PREPAYMENTS                                       

   Any net payment payable to the Swap Provider under the terms of the
interest rate swap agreement will reduce amounts available for distribution to  
certificateholders, and may reduce the Pass-Through Rates on the LIBOR          
Certificates. This could adversely affect the yield to maturity on your         
certificates.                                                                   

WEIGHTED AVERAGE LIVES OF THE LIBOR CERTIFICATES                                

     The weighted average life of a LIBOR Certificate is determined by (a)
multiplying the amount of the reduction, if any, of the Class Certificate       
Balance of the certificate on each Distribution Date by the number of years from
the date of issuance to that Distribution Date, (b) summing the results and (c) 
dividing the sum by the aggregate amount of the reductions in Class Certificate 
Balance of the certificate referred to in clause (a).                           

        For a discussion of the factors which may influence the rate of payments
(including prepayments) of the mortgage loans, see "--Prepayment Considerations 
and Risks" above and "Yield and Prepayment Considerations" in the prospectus.   

        In general, the weighted average lives of the LIBOR Certificates will be
shortened if the level of prepayments of principal of the mortgage loans        
increases. However, the weighted average lives of the LIBOR Certificates will   
depend upon a variety of other factors, including the timing of changes in the  
rate of principal payments and the priority sequence of distributions of        
principal of the classes of certificates. See "Description of the               
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

      The interaction of the foregoing factors may have different effects on
various classes of LIBOR Certificates and the effects on any class may vary at  
different times during the life of that class. Accordingly, no assurance can be 
given as to the weighted average life of any class of LIBOR Certificates.       
Further, to the extent the prices of the LIBOR Certificates represent discounts 
or premiums to their respective original Class Certificate Balances, variability
in the weighted average lives of those classes of LIBOR Certificates will result
in variability in the related yields to maturity. For an example of how the     
weighted average lives of the classes of Offered LIBOR Certificates may be      
affected at various constant percentages of the Prepayment Assumption, see      
"--Decrement Tables" below.                                                     

DECREMENT TABLES                                                                

  The following tables indicate the percentages of the initial Class
Certificate Balances of the classes of Offered LIBOR Certificates that would be 
outstanding after each of the Distribution Dates shown at various constant      
percentages of the applicable Prepayment Assumption and the corresponding       
weighted                                                                        

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average lives of those classes. The tables have been prepared on the basis of   
the Structuring Assumptions. It is not likely that (i) all of the mortgage loans
will have the characteristics assumed, (ii) all of the mortgage loans will      
prepay at the constant percentages of the applicable Prepayment Assumption      
specified in the tables or at any other constant rate or (iii) all of the       
mortgage loans will prepay at the same rate. Moreover, the diverse remaining    
terms to maturity and interest rates of the mortgage loans could produce slower 
or faster principal distributions than indicated in the tables at the specified 
constant percentages of the applicable Prepayment Assumption, even if the       
weighted average remaining term to maturity and weighted average interest rates 
of the mortgage loans are consistent with the remaining terms to maturity and   
interest rates of the mortgage loans specified in the Structuring Assumptions.  

PREPAYMENT SCENARIOS

                                                        [Enlarge/Download Table]

                                   SCENARIO I    SCENARIO II    SCENARIO III   SCENARIO IV     SCENARIO V 
                                 -------------  -------------  -------------  -------------  -------------
                                                                                                          
Fixed-rate mortgage loans (% of                                                                           
   Prepayment Assumption)              0%            75%           100%           125%           150%     
Adjustable-rate mortgage loans                                                                            
   (% of Prepayment Assumption)        0%            75%           100%           125%           150%     

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 PERCENT OF INITIAL CLASS CERTIFICATE BALANCE OUTSTANDING(1)

                                                        [Enlarge/Download Table]

                                               CLASS A-1                                  CLASS A-2A                
                                          PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO           
                              ------------------------------------------  ------------------------------------------
DISTRIBUTION DATE                I       II       III      IV       V        I       II      III       IV       V   
----------------------------  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                    
Initial Percentage .........     100      100      100      100      100     100      100      100      100      100
November 2006 ..............      99       78       71       63       56      99       57       43       29       14
November 2007 ..............      99       55       42       30       20      97       11        0        0        0
November 2008 ..............      98       37       22        9        0      96        0        0        0        0
November 2009 ..............      97       28       20        9        0      95        0        0        0        0
November 2010 ..............      97       22       14        9        0      93        0        0        0        0
November 2011 ..............      95       17       10        6        0      91        0        0        0        0
November 2012 ..............      94       14        7        4        0      88        0        0        0        0
November 2013 ..............      93       11        5        2        0      85        0        0        0        0
November 2014 ..............      91        8        4        2        0      82        0        0        0        0
November 2015 ..............      89        7        3        1        0      78        0        0        0        0
November 2016 ..............      87        5        2        1        0      74        0        0        0        0
November 2017 ..............      85        4        1        *        0      70        0        0        0        0
November 2018 ..............      83        3        1        0        0      65        0        0        0        0
November 2019 ..............      80        2        1        0        0      59        0        0        0        0
November 2020 ..............      76        2        *        0        0      49        0        0        0        0
November 2021 ..............      73        1        0        0        0      43        0        0        0        0
November 2022 ..............      69        1        0        0        0      36        0        0        0        0
November 2023 ..............      65        1        0        0        0      28        0        0        0        0
November 2024 ..............      61        1        0        0        0      20        0        0        0        0
November 2025 ..............      56        *        0        0        0      10        0        0        0        0
November 2026 ..............      51        0        0        0        0       0        0        0        0        0
November 2027 ..............      45        0        0        0        0       0        0        0        0        0
November 2028 ..............      38        0        0        0        0       0        0        0        0        0
November 2029 ..............      33        0        0        0        0       0        0        0        0        0
November 2030 ..............      28        0        0        0        0       0        0        0        0        0
November 2031 ..............      24        0        0        0        0       0        0        0        0        0
November 2032 ..............      19        0        0        0        0       0        0        0        0        0
November 2033 ..............      13        0        0        0        0       0        0        0        0        0
November 2034 ..............       6        0        0        0        0       0        0        0        0        0
November 2035 ..............       0        0        0        0        0       0        0        0        0        0
Weighted Average Life to                                                                                            
   Maturity (years)(2) .....   20.01     3.50     2.58     1.90     1.30   14.12     1.21     0.95     0.79     0.68
Weighted Average Life to                                                                                            
   Call (years)(2)(3) ......   19.97     3.26     2.40     1.76     1.30   14.12     1.21     0.95     0.79     0.68

----------                                                                      
(1)     Rounded to the nearest whole percentage.                                

(2)     The weighted average life of any class of certificates is determined by 
   (i) multiplying the net reduction, if any, of the Class Certificate
Balance by the number of years from the date of issuance of the 
       certificates to the related Distribution Date, (ii) adding the results,
     and (iii) dividing them by the aggregate of the net reductions of the
Class Certificate Balance described in clause (i).              

(3)     Calculation assumes the exercise of the 10% optional clean-up call on   
the earliest possible date.                                     

*       Indicates an outstanding Class Certificate Balance greater than 0% and  
less than 0.5% of the original Class Certificate Balance.       

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 PERCENT OF INITIAL CLASS CERTIFICATE BALANCE OUTSTANDING(1)

                                                        [Enlarge/Download Table]

                                               CLASS A-2B                                 CLASS A-2C                
                                          PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO           
                              ------------------------------------------  ------------------------------------------
DISTRIBUTION DATE                I       II       III      IV       V        I       II      III       IV       V   
----------------------------  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                    
Initial Percentage..........     100      100      100      100      100     100      100      100      100      100
November 2006...............     100      100      100      100      100     100      100      100      100      100
November 2007...............     100      100       55        0        0     100      100      100       83       24
November 2008...............     100       19        0        0        0     100      100       34        0        0
November 2009...............     100        0        0        0        0     100       68       24        0        0
November 2010...............     100        0        0        0        0     100       36        0        0        0
November 2011...............     100        0        0        0        0     100       10        0        0        0
November 2012...............     100        0        0        0        0     100        0        0        0        0
November 2013...............     100        0        0        0        0     100        0        0        0        0
November 2014...............     100        0        0        0        0     100        0        0        0        0
November 2015...............     100        0        0        0        0     100        0        0        0        0
November 2016...............     100        0        0        0        0     100        0        0        0        0
November 2017...............     100        0        0        0        0     100        0        0        0        0
November 2018...............     100        0        0        0        0     100        0        0        0        0
November 2019...............     100        0        0        0        0     100        0        0        0        0
November 2020...............     100        0        0        0        0     100        0        0        0        0
November 2021...............     100        0        0        0        0     100        0        0        0        0
November 2022...............     100        0        0        0        0     100        0        0        0        0
November 2023...............     100        0        0        0        0     100        0        0        0        0
November 2024...............     100        0        0        0        0     100        0        0        0        0
November 2025...............     100        0        0        0        0     100        0        0        0        0
November 2026...............      99        0        0        0        0     100        0        0        0        0
November 2027...............      61        0        0        0        0     100        0        0        0        0
November 2028...............      18        0        0        0        0     100        0        0        0        0
November 2029...............       0        0        0        0        0      85        0        0        0        0
November 2030...............       0        0        0        0        0      63        0        0        0        0
November 2031...............       0        0        0        0        0      37        0        0        0        0
November 2032...............       0        0        0        0        0       9        0        0        0        0
November 2033...............       0        0        0        0        0       0        0        0        0        0
November 2034...............       0        0        0        0        0       0        0        0        0        0
November 2035...............       0        0        0        0        0       0        0        0        0        0
Weighted Average Life to                                                                                            
   Maturity (years)(2)......   22.29     2.77     2.09     1.68     1.40   25.50     4.68     3.25     2.30     1.89
Weighted Average Life to                                                                                            
   Call (years)(2)(3).......   22.29     2.77     2.09     1.68     1.40   25.50     4.68     3.25     2.30     1.89

----------                                                                      
(1)     Rounded to the nearest whole percentage.                                

(2)     The weighted average life of any class of certificates is determined by 
   (i) multiplying the net reduction, if any, of the Class Certificate
Balance by the number of years from the date of issuance of the 
       certificates to the related Distribution Date, (ii) adding the results,
     and (iii) dividing them by the aggregate of the net reductions of the
Class Certificate Balance described in clause (i).              

(3)     Calculation assumes the exercise of the 10% optional clean-up call on   
the earliest possible date.                                     

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                                                        [Enlarge/Download Table]

                                                CLASS A-2D                                CLASS M-1                 
                                          PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO           
                              ------------------------------------------  ------------------------------------------
DISTRIBUTION DATE                I       II       III      IV       V        I       II      III       IV       V   
----------------------------  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                    
Initial Percentage..........     100      100      100      100      100     100      100      100      100      100
November 2006...............     100      100      100      100      100     100      100      100      100      100
November 2007...............     100      100      100      100      100     100      100      100      100      100
November 2008...............     100      100      100       58        0     100      100      100      100      100
November 2009...............     100      100      100       58        0     100       82       59      100      100
November 2010...............     100      100       93       58        0     100       65       43       28      100
November 2011...............     100      100       67       39        0     100       51       31       17       70
November 2012...............     100       88       49       26        0     100       40       22       11       41
November 2013...............     100       69       35       17        0     100       32       16        7       24
November 2014...............     100       54       25       12        0     100       25       11        5       11
November 2015...............     100       43       19        8        0     100       20        8        3        1
November 2016...............     100       34       14        6        0     100       15        6        *        0
November 2017...............     100       26       10        3        0     100       12        4        0        0
November 2018...............     100       21        7        0        0     100        9        3        0        0
November 2019...............     100       16        5        0        0     100        7        *        0        0
November 2020...............     100       12        3        0        0     100        5        0        0        0
November 2021...............     100       10        *        0        0     100        4        0        0        0
November 2022...............     100        8        0        0        0     100        3        0        0        0
November 2023...............     100        6        0        0        0     100        2        0        0        0
November 2024...............     100        4        0        0        0     100        0        0        0        0
November 2025...............     100        2        0        0        0     100        0        0        0        0
November 2026...............     100        1        0        0        0     100        0        0        0        0
November 2027...............     100        0        0        0        0     100        0        0        0        0
November 2028...............     100        0        0        0        0     100        0        0        0        0
November 2029...............     100        0        0        0        0      95        0        0        0        0
November 2030...............     100        0        0        0        0      82        0        0        0        0
November 2031...............     100        0        0        0        0      69        0        0        0        0
November 2032...............     100        0        0        0        0      53        0        0        0        0
November 2033...............      75        0        0        0        0      36        0        0        0        0
November 2034...............      35        0        0        0        0      18        0        0        0        0
November 2035...............       0        0        0        0        0       0        0        0        0        0
Weighted Average Life to                                                                                            
   Maturity (years)(2).......  28.66    10.49     7.82     5.51     2.57   27.08     7.29     5.63     5.35     7.04
Weighted Average Life to                                                                                            
   Call (years)(2)(3).......   28.47     8.84     6.54     4.50     2.57   26.99     6.58     5.10     4.94     4.59

----------                                                                      

(1)     Rounded to the nearest whole percentage.                                

(2)     The weighted average life of any class of certificates is determined by 
   (i) multiplying the net reduction, if any, of the Class Certificate
Balance by the number of years from the date of issuance of the 
       certificates to the related Distribution Date, (ii) adding the results,
     and (iii) dividing them by the aggregate of the net reductions of the
Class Certificate Balance described in clause (i).              

(3)     Calculation assumes the exercise of the 10% optional clean-up call on   
the earliest possible date.                                     

*       Indicates an outstanding Class Certificate Balance greater than 0% and  
less than 0.5% of the original Class Certificate Balance.       

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 PERCENT OF INITIAL CLASS CERTIFICATE BALANCE OUTSTANDING(1)

                                                        [Enlarge/Download Table]

                                                CLASS M-2                                CLASS M-3                  
                                          PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO           
                              ------------------------------------------  ------------------------------------------
DISTRIBUTION DATE                I       II       III      IV       V        I       II      III       IV       V   
----------------------------  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                    
Initial Percentage..........     100      100      100      100      100     100      100      100      100      100
November 2006...............     100      100      100      100      100     100      100      100      100      100
November 2007...............     100      100      100      100      100     100      100      100      100      100
November 2008...............     100      100      100      100      100     100      100      100      100      100
November 2009...............     100       82       59       76      100     100       82       59       41       83
November 2010...............     100       65       43       27       37     100       65       43       27       16
November 2011...............     100       51       31       17        9     100       51       31       17        9
November 2012...............     100       40       22       11        6     100       40       22       11        6
November 2013...............     100       32       16        7        3     100       32       16        7        1
November 2014...............     100       25       11        5        0     100       25       11        5        0
November 2015...............     100       20        8        3        0     100       20        8        1        0
November 2016...............     100       15        6        0        0     100       15        6        0        0
November 2017...............     100       12        4        0        0     100       12        4        0        0
November 2018...............     100        9        3        0        0     100        9        0        0        0
November 2019...............     100        7        0        0        0     100        7        0        0        0
November 2020...............     100        5        0        0        0     100        5        0        0        0
November 2021...............     100        4        0        0        0     100        4        0        0        0
November 2022...............     100        3        0        0        0     100        1        0        0        0
November 2023...............     100        *        0        0        0     100        0        0        0        0
November 2024...............     100        0        0        0        0     100        0        0        0        0
November 2025...............     100        0        0        0        0     100        0        0        0        0
November 2026...............     100        0        0        0        0     100        0        0        0        0
November 2027...............     100        0        0        0        0     100        0        0        0        0
November 2028...............     100        0        0        0        0     100        0        0        0        0
November 2029...............      95        0        0        0        0      95        0        0        0        0
November 2030...............      82        0        0        0        0      82        0        0        0        0
November 2031...............      69        0        0        0        0      69        0        0        0        0
November 2032...............      53        0        0        0        0      53        0        0        0        0
November 2033...............      36        0        0        0        0      36        0        0        0        0
November 2034...............      18        0        0        0        0      18        0        0        0        0
December 2035...............       0        0        0        0        0       0        0        0        0        0
Weighted Average Life to                                                                                            
   Maturity (years)(2)......   27.08     7.27     5.56     4.98     5.10   27.08     7.25     5.51     4.79     4.58
Weighted Average Life to                                                                                            
   Call (years)(2)(3).......   26.99     6.58     5.04     4.58     4.57   26.99     6.58     5.01     4.40     4.26

----------                                                                      
(1)     Rounded to the nearest whole percentage.                                

(2)     The weighted average life of any class of certificates is determined by 
   (i) multiplying the net reduction, if any, of the Class Certificate
Balance by the number of years from the date of issuance of the 
       certificates to the related Distribution Date, (ii) adding the results,
     and (iii) dividing them by the aggregate of the net reductions of the
Class Certificate Balance described in clause (i).              

(3)     Calculation assumes the exercise of the 10% optional clean-up call on   
the earliest possible date.                                     

*       Indicates an outstanding Class Certificate Balance greater than 0% and  
less than 0.5% of the original Class Certificate Balance.       

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                                                        [Enlarge/Download Table]

                                                CLASS M-4                                CLASS M-5                  
                                          PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO           
                              ------------------------------------------  ------------------------------------------
DISTRIBUTION DATE                I       II       III      IV       V        I       II      III       IV       V   
----------------------------  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                    
Initial Percentage..........     100      100      100      100      100     100      100      100      100      100
November 2006...............     100      100      100      100      100     100      100      100      100      100
November 2007...............     100      100      100      100      100     100      100      100      100      100
November 2008...............     100      100      100      100      100     100      100      100      100      100
November 2009...............     100       82       59       41       27     100       82       59       41       27
November 2010...............     100       65       43       27       16     100       65       43       27       16
November 2011...............     100       51       31       17        9     100       51       31       17        9
November 2012...............     100       40       22       11        6     100       40       22       11        6
November 2013...............     100       32       16        7        0     100       32       16        7        0
November 2014...............     100       25       11        5        0     100       25       11        5        0
November 2015...............     100       20        8        0        0     100       20        8        0        0
November 2016...............     100       15        6        0        0     100       15        6        0        0
November 2017...............     100       12        4        0        0     100       12        1        0        0
November 2018...............     100        9        0        0        0     100        9        0        0        0
November 2019...............     100        7        0        0        0     100        7        0        0        0
November 2020...............     100        5        0        0        0     100        5        0        0        0
November 2021...............     100        4        0        0        0     100        1        0        0        0
November 2022...............     100        0        0        0        0     100        0        0        0        0
November 2023...............     100        0        0        0        0     100        0        0        0        0
November 2024...............     100        0        0        0        0     100        0        0        0        0
November 2025...............     100        0        0        0        0     100        0        0        0        0
November 2026...............     100        0        0        0        0     100        0        0        0        0
November 2027...............     100        0        0        0        0     100        0        0        0        0
November 2028...............     100        0        0        0        0     100        0        0        0        0
November 2029...............      95        0        0        0        0      95        0        0        0        0
November 2030...............      82        0        0        0        0      82        0        0        0        0
November 2031...............      69        0        0        0        0      69        0        0        0        0
November 2032...............      53        0        0        0        0      53        0        0        0        0
November 2033...............      36        0        0        0        0      36        0        0        0        0
November 2034...............      18        0        0        0        0      18        0        0        0        0
November 2035...............       0        0        0        0        0       0        0        0        0        0
Weighted Average Life to                                                                                            
   Maturity (years)(2)......   27.08     7.23     5.48     4.69     4.35   27.08     7.21     5.45     4.62     4.21
Weighted Average Life to                                                                                            
   Call (years)(2)(3).......   26.99     6.58     4.99     4.31     4.04   26.99     6.58     4.98     4.26     3.91

----------                                                                      
(1)     Rounded to the nearest whole percentage.                                

(2)     The weighted average life of any class of certificates is determined by 
   (i) multiplying the net reduction, if any, of the Class Certificate
Balance by the number of years from the date of issuance of the 
       certificates to the related Distribution Date, (ii) adding the results,
     and (iii) dividing them by the aggregate of the net reductions of the
Class Certificate Balance described in clause (i).              

(3)     Calculation assumes the exercise of the 10% optional clean-up call on   
the earliest possible date.                                     

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                                                        [Enlarge/Download Table]

                                                CLASS M-6                                CLASS M-7                  
                                          PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO           
                              ------------------------------------------  ------------------------------------------
DISTRIBUTION DATE                I       II       III      IV       V        I       II      III       IV       V   
----------------------------  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                    
Initial Percentage..........     100      100      100      100      100     100      100      100      100      100
November 2006...............     100      100      100      100      100     100      100      100      100      100
November 2007...............     100      100      100      100      100     100      100      100      100      100
November 2008...............     100      100      100      100      100     100      100      100      100      100
November 2009...............     100       82       59       41       27     100       82       59       41       27
November 2010...............     100       65       43       27       16     100       65       43       27       16
November 2011...............     100       51       31       17        9     100       51       31       17        9
November 2012...............     100       40       22       11        5     100       40       22       11        0
November 2013...............     100       32       16        7        0     100       32       16        7        0
November 2014...............     100       25       11        1        0     100       25       11        0        0
November 2015...............     100       20        8        0        0     100       20        8        0        0
November 2016...............     100       15        6        0        0     100       15        1        0        0
November 2017...............     100       12        0        0        0     100       12        0        0        0
November 2018...............     100        9        0        0        0     100        9        0        0        0
November 2019...............     100        7        0        0        0     100        7        0        0        0
November 2020...............     100        5        0        0        0     100        0        0        0        0
November 2021...............     100        0        0        0        0     100        0        0        0        0
November 2022...............     100        0        0        0        0     100        0        0        0        0
November 2023...............     100        0        0        0        0     100        0        0        0        0
November 2024...............     100        0        0        0        0     100        0        0        0        0
November 2025...............     100        0        0        0        0     100        0        0        0        0
November 2026...............     100        0        0        0        0     100        0        0        0        0
November 2027...............     100        0        0        0        0     100        0        0        0        0
November 2028...............     100        0        0        0        0     100        0        0        0        0
November 2029...............      95        0        0        0        0      95        0        0        0        0
November 2030...............      82        0        0        0        0      82        0        0        0        0
November 2031...............      69        0        0        0        0      69        0        0        0        0
November 2032...............      53        0        0        0        0      53        0        0        0        0
November 2033...............      36        0        0        0        0      36        0        0        0        0
November 2034...............      18        0        0        0        0      18        0        0        0        0
November 2035...............       0        0        0        0        0       0        0        0        0        0
Weighted Average Life to                                                                                            
   Maturity (years)(2)......   27.08     7.18     5.42     4.55     4.09   27.07     7.14     5.38     4.49     4.00
Weighted Average Life to                                                                                            
   Call (years)(2)(3).......   26.99     6.58     4.97     4.21     3.81   26.99     6.58     4.96     4.17     3.73

----------                                                                      
(1)     Rounded to the nearest whole percentage.                                

(2)     The weighted average life of any class of certificates is determined by 
   (i) multiplying the net reduction, if any, of the Class Certificate
Balance by the number of years from the date of issuance of the 
       certificates to the related Distribution Date, (ii) adding the results,
     and (iii) dividing them by the aggregate of the net reductions of the
Class Certificate Balance described in clause (i).              

(3)     Calculation assumes the exercise of the 10% optional clean-up call on   
the earliest possible date.                                     

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AVAILABLE FUNDS CAPS                                                            

      The information in the following table has been prepared in accordance
with the Structuring Assumptions except for the following:                      

 o       One-Month LIBOR and the Six-Month LIBOR Loan Index remain
constant at 20.00%;                             

o       prepayments on the mortgage loans occur at 100% of the  
Prepayment Assumption (i.e., Scenario III); and 

      o       the available funds caps ("AVAILABLE FUNDS CAPS") indicated in
              the table below equals the quotient, expressed as a percentage
          of (i) the total interest assumed to be distributed to the
         Offered LIBOR Certificates, including Accrued Certificate
              Interest, Unpaid Interest Amounts and Basis Risk Carry Forward
      Amounts and (ii) the current Class Certificate Balance
              multiplied by the quotient of 360 divided by the actual number
of days in the related Interest Accrual Period. 

      It is highly unlikely, however, that prepayments on the mortgage loans
will occur at a constant rate of 100% of the Prepayment Assumption or at any    
other constant percentage. There is no assurance, therefore, of whether or to   
what extent the actual interest rates on the mortgage loans on any Distribution 
Date will conform to the corresponding rate set forth for that Distribution Date
in the following table.                                                         

                                                        [Enlarge/Download Table]

                           A-2A, CLASS                                                                             
                           A-2B, CLASS                                                                             
                             A-2C AND                                                                              
                CLASS A-1   CLASS A-2D  CLASS M-1  CLASS M-2  CLASS M-3  CLASS M-4  CLASS M-5  CLASS M-6  CLASS M-7
                AVAILABLE    AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE
DISTRIBUTION     FUNDS        FUNDS      FUNDS      FUNDS      FUNDS      FUNDS      FUNDS      FUNDS      FUNDS   
    DATE         CAP (%)      CAP (%)    CAP (%)    CAP (%)    CAP (%)    CAP (%)    CAP (%)    CAP (%)    CAP (%) 
-------------  ----------  -----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                                                                                   
  25-Dec-05      20.24        20.17       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-Jan-06      20.24        20.18       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-Feb-06      20.24        20.18       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-Mar-06      20.24        20.18       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-Apr-06      20.24        20.18       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-May-06      20.24        20.18       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-Jun-06      20.24        20.18       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-Jul-06      20.24        20.19       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-Aug-06      20.24        20.19       20.42      20.43      20.46      20.60      20.63      20.70      21.35  
  25-Sep-06      20.20        20.15       19.03      19.03      19.03      19.03      19.03      19.03      19.03  
  25-Oct-06      19.95        19.89       18.74      18.74      18.74      18.74      18.74      18.74      18.74  
  25-Nov-06      19.47        19.42       18.25      18.25      18.25      18.25      18.25      18.25      18.25  
  25-Dec-06      19.24        19.19       18.00      18.00      18.00      18.00      18.00      18.00      18.00  
  25-Jan-07      18.78        18.72       17.51      17.51      17.51      17.51      17.51      17.51      17.51  
  25-Feb-07      18.45        18.39       17.16      17.16      17.16      17.16      17.16      17.16      17.16  
  25-Mar-07      18.56        18.50       17.21      17.21      17.21      17.21      17.21      17.21      17.21  
  25-Apr-07      17.81        17.75       16.47      16.47      16.47      16.47      16.47      16.47      16.47  
  25-May-07      17.65        17.59       16.27      16.27      16.27      16.27      16.27      16.27      16.27  
  25-Jun-07      17.21        17.15       15.81      15.81      15.81      15.81      15.81      15.81      15.81  
  25-Jul-07      17.09        17.04       15.65      15.65      15.65      15.65      15.65      15.65      15.65  
  25-Aug-07      17.11        16.81       15.51      15.51      15.51      15.51      15.51      15.51      15.51  
  25-Sep-07      12.74        12.50       11.50      11.50      11.50      11.50      11.50      11.50      11.50  
  25-Oct-07      13.04        12.83       11.73      11.73      11.73      11.73      11.73      11.73      11.73  
  25-Nov-07      12.73        12.53       11.40      11.40      11.40      11.40      11.40      11.40      11.40  
  25-Dec-07      13.03        12.83       11.62      11.62      11.62      11.62      11.62      11.62      11.62  
  25-Jan-08      12.72        12.55       11.30      11.30      11.30      11.30      11.30      11.30      11.30  
  25-Feb-08      12.88        12.62       11.35      11.35      11.35      11.35      11.35      11.35      11.35  
  25-Mar-08      14.24        14.05       12.51      12.51      12.51      12.51      12.51      12.51      12.51  
  25-Apr-08      13.57        13.39       11.85      11.85      11.85      11.85      11.85      11.85      11.85  
  25-May-08      14.12        13.53       12.10      12.10      12.10      12.10      12.10      12.10      12.10  
  25-Jun-08      13.80        13.24       11.75      11.75      11.75      11.75      11.75      11.75      11.75  
  25-Jul-08      14.21        13.64       12.01      12.01      12.01      12.01      12.01      12.01      12.01  
  25-Aug-08      14.28        13.62       11.94      11.94      11.94      11.94      11.94      11.94      11.94  
  25-Sep-08      14.47        13.87       12.01      12.01      12.01      12.01      12.01      12.01      12.01  
  25-Oct-08      15.00        14.38       12.33      12.33      12.33      12.33      12.33      12.33      12.33  
  25-Nov-08      14.70        14.10       11.96      11.96      11.96      11.96      11.96      11.96      11.96  
  25-Dec-08      74.55        64.24       12.27      12.27      12.27      12.27      12.27      12.27      12.27  
  25-Jan-09      20.03        18.61       11.91      11.91      11.91      11.91      11.91      11.91      11.91  
  25-Feb-09      19.99        18.57       12.05      12.05      12.05      12.05      12.05      12.05      12.05  
  25-Mar-09      22.39        20.97       13.81      13.81      13.81      13.81      13.81      13.81      13.81  
  25-Apr-09      20.17        18.96       12.61      12.61      12.61      12.61      12.61      12.61      12.61  
  25-May-09      20.52        19.34       12.95      12.95      12.95      12.95      12.95      12.95      12.95  
  25-Jun-09      19.68        18.60       12.56      12.56      12.56      12.56      12.56      12.56      12.56  
  25-Jul-09      20.04        18.99       12.90      12.90      12.90      12.90      12.90      12.90      12.90  
  25-Aug-09      19.30        18.33       12.57      12.57      12.57      12.57      12.57      12.57      12.57  
  25-Sep-09      19.12        18.21       12.58      12.58      12.58      12.58      12.58      12.58      12.58  

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                           A-2A, CLASS                                                                             
                           A-2B, CLASS                                                                             
                             A-2C AND                                                                              
                CLASS A-1   CLASS A-2D  CLASS M-1  CLASS M-2  CLASS M-3  CLASS M-4  CLASS M-5  CLASS M-6  CLASS M-7
                AVAILABLE    AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE  AVAILABLE
DISTRIBUTION     FUNDS        FUNDS      FUNDS      FUNDS      FUNDS      FUNDS      FUNDS      FUNDS      FUNDS   
    DATE         CAP (%)      CAP (%)    CAP (%)    CAP (%)    CAP (%)    CAP (%)    CAP (%)    CAP (%)    CAP (%) 
-------------  ----------  -----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                                                                                   
  25-Oct-09      19.66        18.75       12.93      12.93      12.93      12.93      12.93      12.93      12.93  
  25-Nov-09      19.04        18.19       12.53      12.53      12.53      12.53      12.53      12.53      12.53  
  25-Dec-09      19.58        18.73       12.88      12.88      12.88      12.88      12.88      12.88      12.88  
  25-Jan-10      18.97        18.16       12.48      12.48      12.48      12.48      12.48      12.48      12.48  
  25-Feb-10      19.00        18.21       12.52      12.52      12.52      12.52      12.52      12.52      12.52  
  25-Mar-10      20.86        20.00       13.72      13.72      13.72      13.72      13.72      13.72      13.72  
  25-Apr-10      18.96        18.20       12.49      12.49      12.49      12.49      12.49      12.49      12.49  
  25-May-10      19.51        18.74       12.84      12.84      12.84      12.84      12.84      12.84      12.84  
  25-Jun-10      18.89        18.16       12.45      12.45      12.45      12.45      12.45      12.45      12.45  
  25-Jul-10      19.45        18.71       12.80      12.80      12.80      12.80      12.80      12.80      12.80  
  25-Aug-10      18.85        18.14       12.41      12.41      12.41      12.41      12.41      12.41      12.41  
  25-Sep-10      18.88        18.18       12.42      12.42      12.42      12.42      12.42      12.42      12.42  
  25-Oct-10      20.49        17.21       12.74      12.74      12.74      12.74      12.74      12.74      12.74  
  25-Nov-10      19.82        16.70       12.34      12.34      12.34      12.34      12.34      12.34      12.34  
  25-Dec-10      19.47        16.36       11.91      11.91      11.91      11.91      11.91      11.91      11.91  
  25-Jan-11      18.81        15.87       11.52      11.52      11.52      11.52      11.52      11.52      11.52  
  25-Feb-11      18.79        15.90       11.52      11.52      11.52      11.52      11.52      11.52      11.52  
  25-Mar-11      20.80        17.63       12.76      12.76      12.76      12.76      12.76      12.76      12.76  
  25-Apr-11      18.76        15.95       11.53      11.53      11.53      11.53      11.53      11.53      11.53  
  25-May-11      19.37        16.50       11.91      11.91      11.91      11.91      11.91      11.91      11.91  
  25-Jun-11      18.72        15.99       11.52      11.52      11.52      11.52      11.52      11.52      11.52  
  25-Jul-11      19.33        16.54       11.90      11.90      11.90      11.90      11.90      11.90      11.90  
  25-Aug-11      18.69        16.03       11.52      11.52      11.52      11.52      11.52      11.52      11.52  
  25-Sep-11      18.69        16.06       11.52      11.52      11.52      11.52      11.52      11.52      11.52  
  25-Oct-11      19.30        16.61       11.91      11.91      11.91      11.91      11.91      11.91      11.91  
  25-Nov-11      18.66        16.09       11.52      11.52      11.52      11.52      11.52      11.52      11.52  
  25-Dec-11      19.27        16.63       11.90      11.90      11.90      11.90      11.90      11.90      11.90  
  25-Jan-12      18.63        16.11       11.51      11.51      11.51      11.51      11.51      11.51      11.51  
  25-Feb-12      18.62        16.12       11.51      11.51      11.51      11.51      11.51      11.51      11.51  
  25-Mar-12      19.90        17.25       12.31      12.31      12.31      12.31      12.31      12.31      12.31  
  25-Apr-12      18.61        16.15       11.51      11.51      11.51      11.51      11.51      11.51      11.51  
  25-May-12      19.22        16.70       11.89      11.89      11.89      11.89      11.89      11.89      11.89  
  25-Jun-12      18.59        16.17       11.51      11.51      11.51      11.51      11.51      11.51      11.51  
  25-Jul-12      19.20        16.71       11.89      11.89      11.89      11.89      11.89      11.89      11.89  
  25-Aug-12      18.57        16.18       11.50      11.50      11.50      11.50      11.50      11.50      11.50  
  25-Sep-12      18.57        16.19       11.50      11.50      11.50      11.50      11.50      11.50      11.50  
  25-Oct-12      19.18        16.73       11.88      11.88      11.88      11.88      11.88      11.88      11.88  
  25-Nov-12      18.55        16.20       11.49      11.49      11.49      11.49      11.49      11.49      11.49  
  25-Dec-12      19.16        16.74       11.87      11.87      11.87      11.87      11.87      11.87      11.87  
  25-Jan-13      18.54        16.20       11.49      11.49      11.49      11.49      11.49      11.49      11.49  
  25-Feb-13      18.53        16.21       11.48      11.48      11.48      11.48      11.48      11.48      11.48  
  25-Mar-13      20.51        17.94       12.71      12.71      12.71      12.71      12.71      12.71      12.71  
  25-Apr-13      18.52        16.21       11.48      11.48      11.48      11.48      11.48      11.48      11.48  
  25-May-13      19.13        16.75       11.86      11.86      11.86      11.86      11.86      11.86      11.86  
  25-Jun-13      18.51        16.21       11.47      11.47      11.47      11.47      11.47      11.47      11.47  
  25-Jul-13      19.12        16.76       11.85      11.85      11.85      11.85      11.85      11.85      11.85  
  25-Aug-13      18.50        16.22       11.47      11.47      11.47      11.47      11.47      11.47      11.47  
  25-Sep-13      18.50        16.22       11.46      11.46      11.46      11.46      11.46      11.46      11.46  
  25-Oct-13      19.11        16.76       11.84      11.84      11.84      11.84      11.84      11.84      11.84  
  25-Nov-13      18.49        16.22       11.46      11.46      11.46      11.46      11.46      11.46      11.46  
  25-Dec-13      19.11        16.76       11.83      11.83      11.83      11.83      11.83      11.83      11.83  
  25-Jan-14      18.49        16.22       11.45      11.45      11.45      11.45      11.45      11.45      11.45  
  25-Feb-14      18.48        16.22       11.45      11.45      11.45      11.45      11.45      11.45      11.45  
  25-Mar-14      20.46        17.95       12.67      12.67      12.67      12.67      12.67      12.67      12.67  
  25-Apr-14      18.48        16.22       11.44      11.44      11.44      11.44      11.44      11.44      11.44  
  25-May-14      17.77        15.83       11.82      11.82      11.82      11.82      11.82      11.82      11.82  
  25-Jun-14      13.39        12.65       11.43      11.43      11.43      11.43      11.43      11.43      11.43  
  25-Jul-14      13.88        13.11       11.81      11.81      11.81      11.81      11.81      11.81      11.81  
  25-Aug-14      13.49        12.72       11.43      11.43      11.43      11.43      11.43      11.43      11.43  
  25-Sep-14      13.54        12.75       11.43      11.43      11.43      11.43      11.43      11.43      11.43  
  25-Oct-14      14.04        13.21       11.80      11.80      11.80      11.80      11.80      11.80      11.80  
  25-Nov-14      13.65        12.82       11.42      11.42      11.42      11.42      11.42      11.42      11.42  
  25-Dec-14      14.16        13.29       11.80      11.80      11.80      11.80      11.80      11.80      11.80  
  25-Jan-15      13.76        12.90       11.41      11.41      11.41      11.41      11.41      11.41      11.41  
  25-Feb-15      13.82        12.94       11.41      11.41      11.41      11.41      11.41      11.41      11.41  
  25-Mar-15      15.37        14.37       12.63      12.63      12.63      12.63      12.63      12.63      12.63  
  25-Apr-15      13.95        13.03       11.40      11.40      11.40      11.40      11.40      11.40      11.40  
  25-May-15      14.48        13.50       11.78      11.78      11.78      11.78      11.78      11.78      11.78  
  25-Jun-15      14.08        13.11       11.40      11.40      11.40      11.40      11.40      11.40      11.40  
  25-Jul-15      14.63        13.60       11.78      11.78      11.78      11.78      11.78      11.78      11.78  
  25-Aug-15      14.23        13.21       11.39      11.39      11.39      11.39      11.39      11.39      11.39  
  25-Sep-15      14.30        13.26       11.39      11.39      11.39      11.39      11.39      11.39      11.39  
  25-Oct-15      14.86        13.75       11.77      11.77      11.77      11.77      11.77      11.77      11.77  
  25-Nov-15      14.46        13.36       11.38      11.38      11.38      11.38      11.38      11.38      11.38  

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WAC CAP                                                                         

      The information in the following table has been prepared in accordance
with the Structuring Assumptions except for the following:                      

 o       One-Month LIBOR and the Six-Month LIBOR Loan Index remain
constant at 20.00%; and                         

o       prepayments on the mortgage loans occur at 100% of the  
Prepayment Assumption (i.e., Scenario III).     

It is highly unlikely, however, that prepayments on the mortgage loans will     
occur at a constant rate of 100% of the Prepayment Assumption or at any other   
constant percentage. There is no assurance, therefore, of whether or to what    
extent the actual interest rates on the mortgage loans or the WAC Cap on any    
Distribution Date will conform to the corresponding rate set forth for that     
Distribution Date in the following table.                                       

LOAN      LOAN            
DISTRIBUTION   WAC CAP    GROUP I   GROUP II                                    
DATE         (%)        CAP       CAP                                   
------------   -------   --------   --------                                    
12/05          20.84      20.89      20.76                                  
01/06          21.26      21.32      21.18                                  
02/06          21.10      21.15      21.02                                  
03/06          21.18      21.24      21.09                                  
04/06          20.68      20.73      20.59                                  
05/06          20.51      20.57      20.42                                  
06/06          20.12      20.18      20.04                                  
07/06          19.89      19.95      19.81                                  
08/06          19.43      19.49      19.35                                  
09/06          19.03      19.09      18.95                                  
10/06          18.74      18.81      18.66                                  
11/06          18.25      18.31      18.17                                  
12/06          18.00      18.06      17.91                                  
01/07          17.51      17.57      17.43                                  
02/07          17.16      17.22      17.08                                  
03/07          17.21      17.28      17.12                                  
04/07          16.47      16.53      16.39                                  
05/07          16.27      16.33      16.18                                  
06/07          15.81      15.87      15.73                                  
07/07          15.65      15.71      15.57                                  
08/07          15.51      15.76      15.16                                  
09/07          11.50      11.59      11.36                                  
10/07          11.73      11.83      11.60                                  
11/07          11.40      11.49      11.28                                  
12/07          11.62      11.71      11.49                                  
01/08          11.30      11.39      11.17                                  
02/08          11.35      11.50      11.13                                  
03/08          12.51      12.62      12.36                                  
04/08          11.85      11.95      11.71                                  
05/08          12.10      12.20      11.96                                  
06/08          11.75      11.85      11.61                                  
07/08          12.01      12.11      11.87                                  
08/08          11.94      12.09      11.72                                  
09/08          12.01      12.12      11.86                                  
10/08          12.33      12.44      12.18                                  
11/08          11.96      12.07      11.82                                  
12/08          12.27      12.38      12.12                                  
01/09          11.91      12.01      11.77                                  
02/09          12.05      12.22      11.82                                  
03/09          13.81      13.94      13.63                                  
04/09          12.61      12.73      12.45                                  
05/09          12.95      13.07      12.79                                  
06/09          12.56      12.68      12.40                                  
07/09          12.90      13.02      12.73                                  
08/09          12.57      12.69      12.41                                  
09/09          12.58      12.69      12.43                                  
10/09          12.93      13.04      12.77                                  
11/09          12.53      12.64      12.38                                  
12/09          12.88      12.99      12.72                                  
01/10          12.48      12.59      12.33                                  
02/10          12.52      12.62      12.37                                  
03/10          13.72      13.84      13.55                                  
04/10          12.49      12.60      12.34                                  
05/10          12.84      12.96      12.69                                  
06/10          12.45      12.56      12.30                                  
07/10          12.80      12.91      12.65                                  
08/10          12.41      12.52      12.26                                  
09/10          12.42      12.53      12.27                                  
10/10          12.74      12.85      12.58                                  
11/10          12.34      12.45      12.19                                  
12/10          11.91      12.02      11.75                                  
01/11          11.52      11.63      11.37                                  
02/11          11.52      11.63      11.37                                  
03/11          12.76      12.89      12.59                                  
04/11          11.53      11.64      11.37                                  
05/11          11.91      12.02      11.75                                  
06/11          11.52      11.63      11.37                                  
07/11          11.90      12.02      11.75                                  
08/11          11.52      11.63      11.36                                  
09/11          11.52      11.63      11.37                                  
10/11          11.91      12.02      11.75                                  
11/11          11.52      11.63      11.37                                  
12/11          11.90      12.01      11.74                                  
01/12          11.51      11.62      11.36                                  
02/12          11.51      11.62      11.36                                  
03/12          12.31      12.43      12.15                                  
04/12          11.51      11.62      11.36                                  
05/12          11.89      12.01      11.74                                  
06/12          11.51      11.62      11.36                                  
07/12          11.89      12.00      11.73                                  
08/12          11.50      11.61      11.35                                  
09/12          11.50      11.61      11.35                                  
10/12          11.88      11.99      11.72                                  
11/12          11.49      11.60      11.34                                  
12/12          11.87      11.99      11.72                                  
01/13          11.49      11.60      11.33                                  
02/13          11.48      11.59      11.33                                  
03/13          12.71      12.83      12.54                                  
04/13          11.48      11.59      11.33                                  
05/13          11.86      11.97      11.70                                  
06/13          11.47      11.58      11.32                                  
07/13          11.85      11.97      11.69                                  
08/13          11.47      11.58      11.31                                  
09/13          11.46      11.57      11.31                                  
10/13          11.84      11.96      11.68                                  
11/13          11.46      11.57      11.30                                  
12/13          11.83      11.95      11.68                                  
01/14          11.45      11.56      11.30                                  
02/14          11.45      11.56      11.29                                  
03/14          12.67      12.79      12.50                                  
04/14          11.44      11.55      11.29                                  
05/14          11.82      11.93      11.66                                  
06/14          11.43      11.55      11.28                                  
07/14          11.81      11.93      11.66                                  
08/14          11.43      11.54      11.28                                  
09/14          11.43      11.54      11.27                                  
10/14          11.80      11.92      11.65                                  
11/14          11.42      11.53      11.27                                  
12/14          11.80      11.91      11.64                                  
01/15          11.41      11.52      11.26                                  
02/15          11.41      11.52      11.26                                  
03/15          12.63      12.75      12.46                                  
04/15          11.40      11.52      11.25                                  
05/15          11.78      11.90      11.62                                  
06/15          11.40      11.51      11.25                                  
07/15          11.78      11.89      11.62                                  
08/15          11.39      11.50      11.24                                  
09/15          11.39      11.50      11.24                                  
10/15          11.77      11.88      11.61                                  
11/15          11.38      11.49      11.23                                  

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LAST SCHEDULED DISTRIBUTION DATE                                                

The last scheduled Distribution Date for the certificates is the
Distribution Date occurring in November 2035. The last scheduled Distribution   
Dates for all classes have been calculated as the Distribution Date in the month
following the month in which the latest maturity date of any mortgage loan      
occurs.                                                                         

     Since the rate of distributions in reduction of the Class Certificate
Balance of each class of LIBOR Certificates will depend on the rate of payment  
(including prepayments) of the mortgage loans, the Class Certificate Balance of 
each class could be reduced to zero significantly earlier or later than the last
scheduled Distribution Date. The rate of payments on the mortgage loans will    
depend on their particular characteristics, as well as on prevailing interest   
rates from time to time and other economic factors, and no assurance can be     
given as to the actual payment experience of the mortgage loans. See            
"--Prepayment Considerations and Risks" and "--Weighted Average Lives of the    
LIBOR Certificates" above and "Yield and Prepayment Considerations" in the      
prospectus.                                                                     

 FEDERAL INCOME TAX CONSEQUENCES

     The discussion in this section and in the section "Federal Income Tax
Consequences" in the prospectus is based upon laws, regulations, rulings and    
decisions now in effect, all of which are subject to change. The discussion     
below and in the prospectus does not purport to deal with all federal tax       
consequences applicable to all categories of investors, some of which may be    
subject to special rules. Investors may wish to consult their own tax advisors  
in determining the federal, state, local and any other tax consequences to them 
of the purchase, ownership and disposition of the Offered Certificates.         
References in this section and in the "ERISA Considerations" section of this    
prospectus supplement to the "Code" and "Sections" are to the Internal Revenue  
Code of 1986, as amended.                                                       

GENERAL                                                                         

    The pooling and servicing agreement provides that certain segregated
asset pools within the trust (exclusive, among other things, of the assets held 
in the Excess Reserve Fund Account, the Supplemental Interest Trust and certain 
other accounts specified in the pooling and servicing agreement and the right of
each class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts)   
will comprise multiple REMICs (the "TRUST REMICS") organized in a tiered REMIC  
structure. Each class of LIBOR Certificates represents (exclusive of the right  
to receive Basis Risk Carry Forward Amounts) a regular interest (a "REGULAR     
INTEREST") in a Trust REMIC. The Class R-2 certificates will represent ownership
of the sole class of residual interest in the Trust REMIC that holds the        
mortgage loans, the Class R-1 certificates will represent ownership of the sole 
class of residual interest in certain other Trust REMICs, and the Class R-3     
certificates will represent ownership of the sole class of residual interest in 
certain other Trust REMICs. In addition, each class of the LIBOR Certificates   
will represent a beneficial interest in the right to receive payments from the  
Excess Reserve Fund Account and the Supplemental Interest Trust. Elections will 
be made to treat each of the Trust REMICs as a REMIC for federal income tax     
purposes.                                                                       

       Upon the issuance of the Offered Certificates, Cadwalader, Wickersham &
Taft LLP will deliver its opinion to the effect that, assuming compliance with  
the pooling and servicing agreement, for federal income tax purposes, the Trust 
REMICs will each qualify as a REMIC within the meaning of Section 860D of the   
Code.                                                                           

TAXATION OF REGULAR INTERESTS                                                   

     A holder of a class of LIBOR Certificates will be treated for federal
income tax purposes as owning an interest in the corresponding class of Regular 
Interests in the related Trust REMIC. In addition, the pooling and servicing    
agreement provides that each holder of a LIBOR Certificate will be treated as   
owning an interest in a limited recourse interest rate cap contract (each, a    
"BASIS RISK CONTRACT") representing the right to receive Basis Risk Carry       
Forward Amounts from the Excess Reserve Fund                                    

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Account and the Supplemental Interest Trust. The Regular Interest component of a
LIBOR Certificate will be entitled to receive interest and principal payments at
the times and in the amounts equal to those made on the LIBOR Certificate to    
which it corresponds, except that (i) the maximum interest rate of that Regular 
Interest component will equal the lesser of the Loan Group I Cap or Loan Group  
II Cap, as applicable, or the WAC Cap, in each case computed for this purpose   
without regard to any Net Swap Receipts, (ii) Basis Risk Carry Forward Amounts  
will be deemed to include the excess, if any, of the Loan Group I Cap or Loan   
Group II Cap, as applicable, or the WAC Cap over the maximum interest rate      
specified in clause (i), and (iii) any Swap Termination Payment will be treated 
as being payable first from Net Monthly Excess Cashflow and second from amounts 
distributed on the Regular Interests. As a result of the foregoing, the amount  
of distributions on the Regular Interest component of a LIBOR Certificate may   
exceed the actual amount of distributions on the LIBOR Certificate.             

        A holder of a LIBOR Certificate must allocate its purchase price for the
LIBOR Certificate between its components--the Regular Interest component and, to
the extent it has measurable value, the Basis Risk Contract component. To the   
extent the Basis Risk Contract component of a LIBOR Certificate has value, the  
Regular Interest component will be viewed as having been issued at a lesser     
premium or with an additional amount of original issue discount ("OID") (which  
could cause the total amount of OID to exceed a statutorily defined de minimis  
amount). See "Federal Income Tax Consequences--Treatment by the REMIC of OID,   
Market Discount, and Amortizable Premium" in the prospectus.                    

     Upon the sale, exchange, or other disposition of a LIBOR Certificate,
the holder must allocate the amount realized between the components of the LIBOR
Certificate based on the relative fair market values of those components at the 
time of sale. Assuming that a LIBOR Certificate is held as a "capital asset"    
within the meaning of Section 1221 of the Code, gain or loss on the disposition 
of an interest in the Basis Risk Contract component should be capital gain or   
loss, and gain or loss on the Regular Interest component will be treated as     
described in the prospectus under "Federal Income Tax Consequences--Gain or Loss
on Disposition."                                                                

      Interest on the Regular Interest component of a LIBOR Certificate must
be included in income by a holder under the accrual method of accounting,       
regardless of the holder's regular method of accounting. In addition, the       
Regular Interest components of the LIBOR Certificates could be considered to    
have been issued with OID. See "Federal Income Tax Consequences--Treatment by   
the REMIC of OID, Market Discount, and Amortizable Premium" in the prospectus.  
The prepayment assumption that will be used in determining the accrual of any   
OID and market discount, or the amortization of bond premium, if any, will be a 
rate equal to 100% of the related Prepayment Assumption, as set forth under     
"Prepayment and Yield Considerations--Structuring Assumptions" in this          
prospectus supplement. No representation is made that the mortgage loans will   
prepay at such a rate or at any other rate. OID must be included in income as it
accrues on a constant yield method, regardless of whether the holder receives   
currently the cash attributable to such OID.                                    

RESIDUAL CERTIFICATES                                                           

        The holders of the Residual Certificates must include the taxable income
of the related REMIC in their federal taxable income. The Residual Certificates 
will remain outstanding for federal income tax purposes until there are no      
certificates of any other class outstanding. Prospective investors are cautioned
that the Residual Certificates' REMIC taxable income and the tax liability on   
the Residual Certificates may exceed, and may substantially exceed, cash        
distributions to the holders of the Residual Certificates during certain        
periods, in which event, the holder's of the Residual Certificates must have    
sufficient alternative sources of funds to pay such tax liability. Furthermore, 
it is anticipated that all or a substantial portion of the taxable income of the
related REMIC includible by the holders of the Residual Certificates will be    
treated as "excess inclusion" income, resulting in (i) the inability of such    
holder to use net operating losses to offset such income from the related REMIC,
(ii) the treatment of such income as "unrelated business taxable income" to     
certain holders who are otherwise tax exempt and (iii) the treatment of such    
income as subject to 30% withholding tax to certain non-U.S. investors, with no 
exemption or treaty reduction.                                                  

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      The Residual Certificates will be considered to represent "noneconomic
residual interests," with the result that transfers would be disregarded for    
federal income tax purposes if any significant purpose of the transferor was to 
impede the assessment or collection of tax. Accordingly, the Residual           
Certificates are subject to certain restrictions on transfer and any prospective
transferee will be required to furnish the trustee with an affidavit as         
described in this prospectus supplement under "Description of the               
Certificates--Restrictions on Transfer of the Residual Certificates." See       
"Federal Income Tax Consequences--Tax Treatment of REMIC Regular Interests and  
Other Debt Instruments," and "-Tax Treatment of REMIC Residual Interests" in the
prospectus.                                                                     

An individual, trust or estate that holds a Residual Certificate
(whether such certificate is held directly or indirectly through certain pass   
through entities) also may have additional gross income with respect to, but may
be subject to limitations on the deductibility of, servicing fees on the        
mortgage loans and other administrative expenses of the related REMIC in        
computing such holder's regular tax liability, and may not be able to deduct    
such fees or expenses to any extent in computing such holder's alternative      
minimum tax liability. Unless required otherwise by applicable authority, it is 
anticipated that such expenses will be allocated to the holder of the Class R-2 
certificates. In addition, some portion of a purchaser's basis, if any, in a    
Residual Certificate may not be recovered until termination of the related      
REMIC. Furthermore, regulations have been issued concerning the federal income  
tax consequences of any consideration paid to a transferee on a transfer of the 
Residual Certificates, including any "safe harbor" payment described in the     
prospectus. See "Description of the Certificates--Restrictions on Transfer of   
the Residual Certificates" in this prospectus supplement and "Federal Income Tax
Consequences--Tax Treatment of REMIC Residual Interests--Non-Recognition of     
Certain Transfers for Federal Income Tax Purposes," and "-Tax Treatment of REMIC
Residual Interests" in the prospectus. Any transferee receiving consideration   
with respect to a Residual Certificate should consult its tax advisors.         

     Due to the special tax treatment of residual interests, the effective
after tax return of the Residual Certificates may be significantly lower than   
would be the case if the Residual Certificates were taxed as debt instruments,  
or may be negative.                                                             

   Prospective purchasers of the Residual Certificates should consider
carefully the tax consequences of an investment in Residual Certificates        
discussed in the prospectus and should consult their own tax advisors with      
respect to those consequences. See "Federal Income Tax Consequences-Tax         
Treatment of REMIC Residual Interests" in the prospectus.                       

STATUS OF THE OFFERED CERTIFICATES                                              

    The Residual Certificates and the Regular Interest components of the
LIBOR Certificates will be treated as assets described in Section 7701(a)(19)(C)
of the Code for a "domestic building and loan association", and as "real estate 
assets" under Section 856(c)(5)(B) of the Code for a "real estate investment    
trust" ("REIT"), generally, in the same proportion that the assets of the trust,
exclusive of the Excess Reserve Fund Account and the Supplemental Interest      
Trust, would be so treated. In addition, to the extent the Regular Interest     
component of an Offered Certificate represents real estate assets under Section 
856(c)(5)(B) of the Code, the interest derived from that component and the      
Residual Certificates would be interest on obligations secured by interests in  
real property for purposes of Section 856(c)(3)(B) of the Code for a REIT. The  
Basis Risk Contract components of the LIBOR Certificates will not, however,     
qualify as assets described in Section 7701(a)(19)(C) of the Code or as real    
estate assets under Section 856(c)(5)(B) of the Code.                           

THE BASIS RISK CONTRACT COMPONENT                                               

     Each holder of a LIBOR Certificate will be treated for federal income
tax purposes as having entered into a notional principal contract pursuant to   
its rights to receive payment with respect to the Basis Risk Contract component 
on the date it purchases its certificate. The Basis Risk Contract components are
beneficially owned by the holders of the LIBOR Certificates in the portion of   
the trust fund, exclusive of the REMICs, which is treated as a grantor trust for
federal income tax purposes. The Internal Revenue                               

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Service (the "IRS") has issued final regulations under Section 446 of the Code  
relating to notional principal contracts (the "NOTIONAL PRINCIPAL CONTRACT      
REGULATIONS").                                                                  

       As indicated above, holders of the LIBOR Certificates must allocate the
price they pay for such certificates between the Regular Interest component and 
the Basis Risk Contract component based on their relative fair market values. To
the extent the Basis Risk Contract component is determined to have a value on   
the closing date that is greater than zero, a portion of such purchase price    
will be allocable to such rights, and such portion will be treated as a cap     
premium (the "CAP PREMIUM") paid by holders of the LIBOR Certificates. A holder 
of a LIBOR Certificate will be required to amortize the Cap Premium under a     
level payment method as if the Cap Premium represented the present value of a   
series of equal payments made over the life of the Basis Risk Contract (adjusted
to take into account decreases in notional principal amount), discounted at a   
rate equal to the rate used to determine the amount of the Cap Premium (or some 
other reasonable rate). Holders are urged to consult their tax advisors         
concerning the appropriate method of amortizing any Cap Premium. The Notional   
Principal Contract Regulations treat a nonperiodic payment made under a cap     
contract as a loan for federal income tax purposes if the payment is            
"significant." It is not known whether any Cap Premium would be treated in part 
as a loan under the Notional Principal Contract Regulations.                    

        Under the Notional Principal Contract Regulations (i) all taxpayers must
recognize periodic payments with respect to a notional principal contract under 
the accrual method of accounting, and (ii) any periodic payments received under 
the applicable Basis Risk Contract must be netted against payments, if any,     
deemed made as a result of the Cap Premiums over the recipient's taxable year,  
rather than accounted for on a gross basis. Net income or deduction with respect
to net payments under a Basis Risk Contract for a taxable year should constitute
ordinary income or ordinary deduction. The IRS could contend the amount is      
capital gain or loss, but such treatment is unlikely, at least in the absence of
further regulations. Any regulations requiring capital gain or loss treatment   
presumably would apply only prospectively.                                      

   In addition, any amounts payable on a Regular Interest component in
excess of the amount of payments on the LIBOR Certificates to which it relates  
as a result of certain Swap Termination Payments will be treated as having been 
received by the beneficial owners of such LIBOR Certificates and then paid by   
such owners to the Supplemental Interest Trust pursuant to the Basis Risk       
Contract, and such excess may be treated as a payment on a notional principal   
contract that is made by the beneficial owner during the applicable taxable year
and that is taken into account in determining the beneficial owner's net income 
or net deduction with respect to the Basis Risk Contract for such taxable year. 
Although not clear, net income or a net deduction with respect to the Basis Risk
Contract should be treated as ordinary income or as an ordinary deduction.      
Alternatively, such payments by beneficial owners of the LIBOR Certificates may 
be treated as a guarantee of the obligation of the holder of the Class X        
certificates to make payments under the interest rate swap agreement.           

   Any amount of proceeds from the sale, redemption or retirement of a
LIBOR Certificate that is considered to be allocated to the holder's rights     
under the applicable Basis Risk Contract would be considered a "termination     
payment" under the Notional Principal Contract Regulations allocable to that    
LIBOR Certificate. A holder of such LIBOR Certificate will have gain or loss    
from such a termination of a Basis Risk Contract equal to (i) any termination   
payment it received or is deemed to have received minus (ii) the unamortized    
portion of any Cap Premium paid (or deemed paid) by the beneficial owner upon   
entering into or acquiring its interest in a Basis Risk Contract.               

        Gain or loss realized upon the termination of a Basis Risk Contract will
generally be treated as capital gain or loss. Moreover, in the case of a bank or
thrift institution, Section 582(c) of the Code would likely not apply to treat  
such gain or loss as ordinary.                                                  

      A beneficial owner's ability to recognize a net deduction with respect
to the Basis Risk Contract component of a LIBOR Certificate or any such         
guarantee payment may be limited under Sections 67 and/or 68 of the Code in the 
case of (1) estates and trusts and (2) individuals owning an interest in such   
component directly or through a "pass-through entity" (other than in connection 
with such individual's trade or business). Pass-through entities include        
partnerships, S corporations, grantor trusts and non-publicly offered regulated 
investment companies, but do not include estates, nongrantor trusts,            

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cooperatives, real estate investment trusts and publicly offered regulated      
investment companies. Further, such a beneficial owner will not be able to      
recognize a net deduction with respect to the Basis Risk Contract component or  
any such guarantee payment in computing the beneficial owner's alternative      
minimum tax liability. Because a beneficial owner of a LIBOR Certificate will be
required to include in income the amount deemed to have been paid by such owner 
pursuant to the Basis Risk Contract or such guarantee but may not be able to    
deduct that amount from income, a beneficial owner of a LIBOR Certificate may   
have income that exceeds cash distributions on the LIBOR Certificate, in any    
period and over the term of the LIBOR Certificate. As a result, the LIBOR       
Certificates may not be a suitable investment for any taxpayer whose net        
deduction with respect to the Basis Risk Contract or guarantee would be subject 
to the limitations described above. Subject to the foregoing, if for any year   
the amount of that year's amortized cost exceeds the sum of the periodic        
payments, such excess is allowable as an ordinary deduction.                    

OTHER MATTERS                                                                   

 For a discussion of information reporting, backup withholding and
taxation of foreign investors in the certificates, see "Federal Income Tax      
Consequences--Backup Withholding" and "--Taxation of Certain Foreign Holders of 
Debt Instruments" in the prospectus.                                            

 STATE AND LOCAL TAXES

        The depositor makes no representations regarding the tax consequences of
purchase, ownership or disposition of the LIBOR Certificates and the Residual   
Certificates under the tax laws of any state, local or other jurisdiction.      
Investors considering an investment in the LIBOR Certificates and the Residual  
Certificates may wish to consult their own tax advisors regarding these tax     
consequences.                                                                   

ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended 
("ERISA"), and Section 4975 of the Code, impose requirements on employee benefit
plans subject to Title I of ERISA, and on certain other retirement plans and    
arrangements, including individual retirement accounts and annuities and Keogh  
plans, as well as on collective investment funds, separate accounts and other   
entities in which such plans, accounts or arrangements are invested             
(collectively, the "PLANS") and on persons who bear certain relationships to    
such Plans. See "ERISA Considerations" in the prospectus.                       

        The U.S. Department of Labor (the "DOL") has granted to Goldman, Sachs &
Co., the underwriter, an administrative exemption (Prohibited Transaction       
Exemption ("PTE") 89-88, Exemption Application No. D-7573, 54 Fed. Reg. 42582   
(1989)) (the "EXEMPTION") from certain of the prohibited transaction rules of   
ERISA with respect to the initial purchase, the holding and the subsequent      
resale by Plans of certificates representing interests in asset-backed          
pass-through trusts that consist of certain receivables, loans and other        
obligations that meet the conditions and requirements of the Exemption. The     
receivables covered by the Exemption include secured residential, commercial,   
and home equity loans such as the mortgage loans in the trust fund. The         
Exemption was amended by PTE 2000-58, Exemption Application No. D-10829, 65 Fed.
Reg. 67765 (2000) and PTE 2002-41, Exemption Application No. D-11077, 67 Fed.   
Reg. 54487 (2002) to extend exemptive relief to certificates, including         
Subordinated Certificates, rated in the four highest generic rating categories  
in certain designated transactions, provided the conditions of the Exemption are
met. The Exemption will apply to the acquisition, holding and resale of the     
Offered LIBOR Certificates (the "ERISA ELIGIBLE CERTIFICATES") by a Plan        
(subject to the discussion below concerning the interest rate swap agreement),  
provided that specific conditions (certain of which are described below) are    
met.                                                                            

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  Among the conditions which must be satisfied for the Exemption, as
amended, to apply to the ERISA Eligible Certificates are the following:         

               (1)     The acquisition of the ERISA Eligible Certificates by a
Plan is on terms (including the price for the ERISA Eligible    
      Certificates) that are at least as favorable to the Plan as they would
be in an arm's length transaction with an unrelated party;      

            (2)     The ERISA Eligible Certificates acquired by the Plan
     have received a rating at the time of such acquisition that is one of
      the four highest generic rating categories from S&P, Moody's or Fitch,
Inc.;                                                           

              (3)     The trustee is not an affiliate of any other member of
  the Restricted Group (as defined below) other than an underwriter;

           (4)     The sum of all payments made to and retained by the
     underwriter in connection with the distribution of the ERISA Eligible
 Certificates represents not more than reasonable compensation for
     underwriting the ERISA Eligible Certificates. The sum of all payments
       made to and retained by the depositor pursuant to the sale of the ERISA
    Eligible Certificates to the trust fund represents not more than the
      fair market value of such mortgage loans. The sum of all payments made
   to and retained by the servicer represents not more than reasonable
        compensation for the servicer's services under the pooling and servicing
    agreement and reimbursement of the servicer's reasonable expenses in
connection with its services; and                               

                (5)     The Plan investing in the ERISA Eligible Certificates is
        an "accredited investor" as defined in Rule 501(a)(1) of Regulation D of
        the Securities and Exchange Commission under the Securities Act of 1933,
as amended.                                                     

Moreover, the Exemption would provide relief from certain       
self-dealing/conflict of interest prohibited transactions that may arise when a 
Plan fiduciary causes a Plan to acquire certificates in a trust containing      
receivables on which the fiduciary (or its affiliate) is an obligor only if,    
among other requirements, (i) in the case of the acquisition of ERISA Eligible  
Certificates in connection with the initial issuance, at least 50% of each class
of ERISA Eligible Certificates and at least 50% of the aggregate interests in   
the trust fund are acquired by persons independent of the Restricted Group (as  
defined below), (ii) the Plan's investment in ERISA Eligible Certificates does  
not exceed 25% of each class of ERISA Eligible Certificates outstanding at the  
time of the acquisition, (iii) immediately after the acquisition, no more than  
25% of the assets of any Plan for which the fiduciary has discretionary         
authority or renders investment advice are invested in certificates representing
an interest in one or more trusts containing assets sold or serviced by the same
entity, and (iv) the fiduciary or its affiliate is an obligor with respect to   
obligations representing no more than 5% of the fair market value of the        
obligations in the trust. This relief is not available to Plans sponsored by the
depositor, the underwriter, the trustee, the servicer, the Swap Provider, any   
obligor with respect to mortgage loans included in the trust fund constituting  
more than 5% of the aggregate unamortized principal balance of the assets in the
trust fund, or any affiliate of such parties (the "RESTRICTED GROUP").          

Except as provided below with respect to the interest rate swap 
agreement, the depositor believes that the Exemption will apply to the          
acquisition and holding by Plans of the ERISA Eligible Certificates sold by the 
underwriter and that all conditions of the Exemption other than those within the
control of the investors have been met. In addition, as of the date of this     
prospectus supplement, there is no obligor with respect to mortgage loans       
included in the trust fund constituting more than five percent of the aggregate 
unamortized principal balance of the assets of the trust fund.                  

       Each purchaser that is a Plan or that is investing on behalf of or with
plan assets of a Plan in reliance on the Exemption will be deemed to represent  
that it qualifies as an accredited investor as defined in Rule 501(a)(1) of     
Regulation D of the Securities Act.                                             

     The rating of a certificate may change. If a class of certificates no
longer has a rating of at least BBB- or its equivalent, then certificates of    
that class will no longer be eligible for relief under the Exemption, and       

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consequently may not be purchased by or sold to a Plan (although a Plan that had
purchased the certificates when it had a permitted rating would not be required 
by the Exemption to dispose of it).                                             

      The interest rate swap agreement does not meet all of the requirements
for an "eligible swap" under the Exemption, and consequently is not eligible for
the exemptive relief available under the Exemption. For ERISA purposes, an      
interest in a class of LIBOR Certificates should represent beneficial interest  
in two assets, (i) the right to receive payments with respect to the applicable 
class without taking into account payments made or received with respect to the 
interest rate swap agreement and (ii) the rights and obligations under the      
interest rate swap agreement. A Plan's purchase and holding of an ERISA Eligible
Certificate could constitute or otherwise result in a prohibited transaction    
under ERISA and Section 4975 of the Code between the Plan and the Swap Provider 
unless an exemption is available.                                               

      Accordingly, as long as the interest rate swap agreement is in effect,
no Plan or other person using Plan assets may acquire or hold any interest in an
ERISA Eligible Certificate unless such acquisition or holding is eligible for   
the exemptive relief available under Department of Labor Prohibited Transaction 
Class Exemption ("PTCE") 84-14 (for transactions by independent "QUALIFIED      
PROFESSIONAL ASSET MANAGERS"), PTCE 91-38 (for transactions by bank collective  
investment funds), PTCE 90-1 (for transactions by insurance company pooled      
separate accounts), PTCE 95-60 (for transactions by insurance company general   
accounts) or PTCE 96-23 (for transactions effected by "IN-HOUSE ASSET MANAGERS")
or similar exemption under similar law (collectively, the "INVESTOR-BASED       
EXEMPTIONS"). It should be noted, however, that even if the conditions specified
in one or more of the Investor-Based Exemptions are met, the scope of relief    
provided by the Investor-Based Exemptions may not necessarily cover all acts    
that might be construed as prohibited transactions. Plan fiduciaries should     
consult their legal counsel concerning these issues. As long as the interest    
rate swap agreement is in effect, each beneficial owner of an ERISA Eligible    
Certificate, or any interest in an ERISA Eligible Certificate, shall be deemed  
to have represented that either (i) it is not a Plan or person using Plan assets
or (ii) the acquisition and holding of such certificate are eligible for the    
exemptive relief available under at least one of the Investor-Based Exemptions. 

 Employee benefit plans that are governmental plans (as defined in
section 3(32) of ERISA) and certain church plans (as defined in section 3(33) of
ERISA) are not subject to ERISA requirements. However, such plans may be subject
to applicable provisions of other federal and state laws materially similar to  
the provisions of ERISA or the Code.                                            

 Any Plan fiduciary who proposes to cause a Plan to purchase ERISA
Eligible Certificates should consult with its own counsel with respect to the   
potential consequences under ERISA and the Code of the Plan's acquisition and   
ownership of ERISA Eligible Certificates. Assets of a Plan or individual        
retirement account should not be invested in the ERISA Eligible Certificates    
unless it is clear that the assets of the trust fund will not be plan assets or 
unless it is clear that the Exemption and, as long as the interest rate swap    
agreement is in effect, one or more of the Investor-Based Exemptions will apply 
and exempt all potential prohibited transactions.                               

     The Residual Certificates may not be purchased by or transferred to a
Plan or any other person investing "plan assets" of any Plan (or any plan       
subject to Similar Law). Accordingly, the preceding discussion does not purport 
to discuss any considerations under ERISA, the Code or Similar Law with respect 
to the purchase, acquisition or resale of the Residual Certificates.            

LEGAL INVESTMENT

The Offered Certificates will not constitute "mortgage related  
securities" for purposes of the Secondary Mortgage Market Enhancement Act of    
1984, as amended, and as a result, the appropriate characterization of the      
Offered Certificates under various legal investment restrictions, and thus the  
ability of investors subject to these restrictions to purchase the Offered      
Certificates, is subject to significant interpretive uncertainties.             

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    No representations are made as to the proper characterization of the
Offered Certificates for legal investment, financial institution regulatory     
purposes, or other purposes, or as to the ability of particular investors to    
purchase the Offered Certificates under applicable legal investment             
restrictions. The uncertainties described above and any unfavorable future      
determinations concerning the legal investment or financial institution         
regulatory characteristics of the Offered Certificates may adversely affect the 
liquidity of the Offered Certificates.                                          

     Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements, or      
review by regulatory authorities should consult their own legal advisors in     
determining whether, and to what extent, the Offered Certificates will          
constitute legal investments for them or are subject to investment, capital or  
other restrictions.                                                             

See "Legal Investment" in the prospectus.                       

METHOD OF DISTRIBUTION

        The depositor has agreed to sell to the underwriter, and the underwriter
has agreed to purchase, all of the Offered Certificates.                        

   An underwriting agreement between the depositor and the underwriter
governs the sale of the Offered Certificates. The aggregate proceeds (excluding 
accrued interest) to the depositor from the sale of the Offered Certificates,   
before deducting expenses estimated to be approximately $2,786,000 will be      
approximately 99.80% of the initial aggregate Class Certificate Balances of the 
Offered Certificates. Under the underwriting agreement, the underwriter has     
agreed to take and pay for all of the Offered Certificates, if any are taken.   
The underwriter will distribute the Offered Certificates from time to time in   
negotiated transactions or otherwise at varying prices to be determined at the  
time of sale. The difference between the purchase price for the Offered         
Certificates paid to the depositor and the proceeds from the sale of the Offered
Certificates realized by the underwriter will constitute underwriting discounts 
and commissions.                                                                

The Offered Certificates are a new issue of securities with no  
established trading market. The depositor has been advised by the underwriter   
that the underwriter intends to make a market in the Offered Certificates but is
not obligated to do so and may discontinue market making at any time without    
notice. No assurance can be given as to the liquidity of the trading market for 
the Offered Certificates.                                                       

     The depositor has agreed to indemnify the underwriter against certain
civil liabilities, including liabilities under the Securities Act of 1933, as   
amended.                                                                        

   Goldman, Sachs & Co., the underwriter, is an affiliate of GSMC, the
depositor and the Swap Provider.                                                

 LEGAL MATTERS

       The validity of the certificates and certain federal income tax matters
will be passed upon for the depositor and the underwriter by Cadwalader,        
Wickersham & Taft LLP, New York, New York.                                      

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 RATINGS

        In order to be issued, the Offered Certificates must be assigned ratings
not lower than the following by Standard & Poor's Ratings Services, a division  
of The McGraw-Hill Companies, Inc. ("S&P"), and Moody's Investors Service, Inc. 
("MOODY'S"):                                                                    

     CLASS                        S&P                MOODY'S
       ---------------          -----------          -----------
   A-1............              AAA                  Aaa
   A-2A...........              AAA                  Aaa
   A-2B...........              AAA                  Aaa
   A-2C...........              AAA                  Aaa
   A-2D...........              AAA                  Aaa
   M-1............              AA+                  Aa1
   M-2............              AA+                  Aa2
   M-3............              AA+                  Aa3
  M-4............              AA                   A1
  M-5............              AA-                  A2
  M-6............              A+                   A3
   M-7............               A                  Baa1
   R-1............              AAA                  Aaa
   R-2............              AAA                  Aaa
   R-3............              AAA                  Aaa

A securities rating addresses the likelihood of the receipt by a
certificateholder of distributions on the mortgage loans. The rating takes into 
consideration the characteristics of the mortgage loans and the structural,     
legal and tax aspects associated with the certificates. The ratings on the      
Offered Certificates do not, however, constitute statements regarding the       
likelihood or frequency of prepayments on the mortgage loans, the payment of the
Basis Risk Carry Forward Amount or the possibility that a holder of an Offered  
Certificate might realize a lower than anticipated yield. Explanations of the   
significance of such ratings may be obtained from Standard & Poor's Ratings     
Services, 55 Water Street, New York, New York 10041 and Moody's Investors       
Service, Inc., 99 Church Street, New York, New York 10007.                      

A security rating is not a recommendation to buy, sell or hold  
securities and may be subject to revision or withdrawal at any time by the      
assigning rating organization. Each security rating should be evaluated         
independently of any other security rating. In the event that the ratings       
initially assigned to any of the Offered Certificates by S&P or Moody's are     
subsequently lowered for any reason, no person or entity is obligated to provide
any additional support or credit enhancement with respect to such Offered       
Certificates.                                                                   

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 GLOSSARY OF TERMS

   The following terms have the meanings given below when used in this
prospectus supplement.                                                          

"ACCRUED CERTIFICATE INTEREST" means, for each class of LIBOR   
Certificates on any Distribution Date, the amount of interest accrued during the
related Interest Accrual Period on the related Class Certificate Balance        
immediately prior to such Distribution Date at the related Pass-Through Rate, as
reduced by that class's share of net prepayment interest shortfalls and any     
shortfalls resulting from the application of the Servicemembers Civil Relief Act
or any similar state statute, as described in "Description of the               
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

 "ADJUSTMENT DATE" has the meaning set forth in "The Mortgage Loan
Pool--Adjustable-Rate Mortgage Loans" in this prospectus supplement.            

        "APPLIED REALIZED LOSS AMOUNT" has the meaning set forth in "Description
of the Certificates--Distributions of Interest and Principal" in this prospectus
supplement.                                                                     

"ARM" means an adjustable-rate mortgage loan.                   

       "AVAILABLE FUNDS" means, with respect to any Distribution Date, the sum
of the following amounts, to the extent received by the trustee, with respect to
the mortgage loans, net of amounts payable or reimbursable to the depositor, the
servicer, the custodian and the trustee, if any, payable with respect to that   
Distribution Date: (1) the aggregate amount of monthly payments on the mortgage 
loans due on the due date in the related Due Period and received by the servicer
on or prior to the related Determination Date, after deduction of the applicable
servicing fee and the trustee fee for that Distribution Date, together with any 
related P&I Advance for that Distribution Date, (2) certain unscheduled payments
in respect of the mortgage loans received by the servicer during the related    
Prepayment Period, including prepayments, Insurance Proceeds, Condemnation      
Proceeds and net Liquidation Proceeds, excluding Prepayment Premiums, (3)       
Compensating Interest payments in respect of prepayment interest shortfalls for 
that Distribution Date, (4) the proceeds from repurchases of mortgage loans and 
any Substitution Adjustment Amounts received in connection with the substitution
of mortgage loans with respect to that Distribution Date, (5) any Net Swap      
Receipts for such Distribution Date and (6) all proceeds received with respect  
to any Optional Clean-up Call. The holders of the Class P certificates will be  
entitled to all Prepayment Premiums received on the mortgage loans and such     
amounts will not be part of Available Funds or available for distribution to the
holders of the Offered Certificates.                                            

"BASIC PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the aggregate Principal Remittance Amount  
for that Distribution Date over (ii) the Excess Overcollateralized Amount, if   
any, for that Distribution Date.                                                

"BASIS RISK CARRY FORWARD AMOUNT" has the meaning set forth in  
"Description of the Certificates--Excess Reserve Fund Account" in this          
prospectus supplement.                                                          

       "BASIS RISK CONTRACTS" has the meaning set forth in "Federal Income Tax
Consequences--Taxation of Regular Interests" in this prospectus supplement.     

     "BASIS RISK PAYMENT" has the meaning set forth in "Description of the
Certificates--Excess Reserve Fund Account" in this prospectus supplement.       

     "CLASS A" means the Class A-1, Class A-2A, Class A-2B, Class A-2C and
Class A-2D certificates, collectively.                                          

        "CLASS A CERTIFICATE GROUP" means the Class A-1 Certificate Group or the
Class A-2 Certificate Group, as applicable.                                     

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      "CLASS A PRINCIPAL ALLOCATION PERCENTAGE" for any Distribution Date is
the percentage equivalent of a fraction, determined as follows:                 

          (i)     with respect to the Class A-1 Certificate Group, a
fraction, the numerator of which is the portion of the Principal
        Remittance Amount for that Distribution Date that is attributable to the
    principal received or advanced on the group I mortgage loans and the
denominator of which is the Principal Remittance Amount for that
Distribution Date; and                                          

          (ii)    with respect to the Class A-2 Certificate Group, a
fraction, the numerator of which is the portion of the Principal
        Remittance Amount for that Distribution Date that is attributable to the
     principal received or advanced on the group II mortgage loans and the
denominator of which is the Principal Remittance Amount for that
Distribution Date.                                              

  "CLASS A PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (a) the aggregate Class Certificate Balance of 
the Class A certificates immediately prior to that Distribution Date over (b)   
the lesser of (x) 51.50% of the aggregate Stated Principal Balances of the      
mortgage loans for that Distribution Date and (y) the excess, if any, of the    
aggregate Stated Principal Balance of the mortgage loans for that Distribution  
Date over the Overcollateralization Floor.                                      

"CLASS A-1 CERTIFICATE GROUP" means the Class A-1 certificates. 

     "CLASS A-2 CERTIFICATE GROUP" means the Class A-2A, Class A-2B, Class
A-2C and Class A-2D certificates, collectively.                                 

    "CLASS B-1 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date), (f) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
Distribution Date), (g) the Class Certificate Balance of the Class M-6          
certificates (after taking into account the distribution of the Class M-6       
Principal Distribution Amount for that Distribution Date) , (h) the Class       
Certificate Balance of the Class M-7 certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount for that            
Distribution Date) , (i) the Class Certificate Balance of the Class M-8         
certificates (after taking into account the distribution of the Class M-8       
Principal Distribution Amount for that Distribution Date) and (j) the Class     
Certificate Balance of the Class B-1 certificates immediately prior to that     
Distribution Date, over the lesser of (a) 90.50% of the aggregate Stated        
Principal Balances of the mortgage loans for that Distribution Date and (b) the 
excess, if any, of the aggregate Stated Principal Balance of the mortgage loans 
for that Distribution Date over the Overcollateralization Floor.                

    "CLASS B-2 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date), (f) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5                                                   

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Principal Distribution Amount for that Distribution Date), (g) the Class        
Certificate Balance of the Class M-6 certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount for that            
Distribution Date), (h) the Class Certificate Balance of the Class M-7          
certificates (after taking into account the distribution of the Class M-7       
Principal Distribution Amount for that Distribution Date), (i) the Class        
Certificate Balance of the Class M-8 certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount for that            
Distribution Date), (j) the Class Certificate Balance of the Class B-1          
certificates (after taking into account the distribution of the Class B-1       
Principal Distribution Amount for that Distribution Date) and (k) the Class     
Certificate Balance of the Class B-2 certificates immediately prior to that     
Distribution Date, over the lesser of (a) 92.70% of the aggregate Stated        
Principal Balances of the mortgage loans for that Distribution Date and (b) the 
excess, if any, of the aggregate Stated Principal Balance of the mortgage loans 
for that Distribution Date over the Overcollateralization Floor.                

     "CLASS CERTIFICATE BALANCE" means, with respect to any class of LIBOR
Certificates as of any Distribution Date, the initial Class Certificate Balance 
of that class reduced by the sum of:                                            

        o       all amounts previously distributed to holders of certificates of
that class as payments of principal, and        

  o       the amount of any Applied Realized Loss Amounts previously
allocated to that class of certificates;        

provided, however, that immediately following the Distribution Date on which a  
Subsequent Recovery is distributed, the Class Certificate Balances of any class 
or classes of certificates that have been previously reduced by Applied Realized
Loss Amounts will be increased, in order of seniority, by the amount of the     
Subsequent Recovery distributed on such Distribution Date (up to the amount of  
Applied Realized Loss Amounts allocated to such class or classes).              

    "CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date) and (b) the Class Certificate Balance of the Class M-1 certificates       
immediately prior to that Distribution Date over (ii) the lesser of (a) 59.50%  
of the aggregate Stated Principal Balances of the mortgage loans for that       
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

    "CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date) and (c) the Class Certificate Balance of the 
Class M-2 certificates immediately prior to that Distribution Date over (ii) the
lesser of (a) 66.80% of the aggregate Stated Principal Balances of the mortgage 
loans for that Distribution Date and (b) the excess, if any, of the aggregate   
Stated Principal Balance of the mortgage loans for that Distribution Date over  
the Overcollateralization Floor.                                                

    "CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date) and (d) the Class 
Certificate Balance of the Class M-3 certificates immediately prior to that     
Distribution Date, over the lesser of (a) 71.90% of the aggregate Stated        
Principal Balances of the mortgage loans for that Distribution Date and (b) the 
excess, if any, of the aggregate Stated Principal Balance of the mortgage loans 
for that Distribution Date over the Overcollateralization Floor.                

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    "CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date) and (e) the Class Certificate Balance of the Class M-4       
certificates immediately prior to that Distribution Date, over the lesser of (a)
75.50% of the aggregate Stated Principal Balances of the mortgage loans for that
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

    "CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date) and (f) the Class     
Certificate Balance of the Class M-5 certificates immediately prior to that     
Distribution Date, over the lesser of (a) 79.10% of the aggregate Stated        
Principal Balances of the mortgage loans for that Distribution Date and (b) the 
excess, if any, of the aggregate Stated Principal Balance of the mortgage loans 
for that Distribution Date over the Overcollateralization Floor.                

    "CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date), (f) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
Distribution Date) and (g) the Class Certificate Balance of the Class M-6       
certificates immediately prior to that Distribution Date, over the lesser of (a)
82.20% of the aggregate Stated Principal Balances of the mortgage loans for that
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

    "CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date), (f) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5                                                   

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Principal Distribution Amount for that Distribution Date), (g) the Class        
Certificate Balance of the Class M-6 certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount for that            
Distribution Date) and (h) the Class Certificate Balance of the Class M-7       
certificates immediately prior to that Distribution Date, over the lesser of (a)
85.50% of the aggregate Stated Principal Balances of the mortgage loans for that
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

    "CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date), (f) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
Distribution Date), (g) the Class Certificate Balance of the Class M-6          
certificates (after taking into account the distribution of the Class M-6       
Principal Distribution Amount for that Distribution Date), (h) the Class        
Certificate Balance of the Class M-7 certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount for that            
Distribution Date) and (i) the Class Certificate Balance of the Class M-8       
certificates immediately prior to that Distribution Date, over the lesser of (a)
88.00% of the aggregate Stated Principal Balances of the mortgage loans for that
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

        "CODE" has the meaning set forth in "Federal Income Tax Consequences" in
this prospectus supplement.                                                     

     "COMBINED ORIGINAL LOAN-TO-VALUE RATIO" or "CLTV" has the meaning set
forth in "The Mortgage Loan Pool--General" in this prospectus supplement.       

     "COMPENSATING INTEREST" has the meaning set forth in "The Pooling and
Servicing Agreement--Prepayment Interest Shortfalls" in this prospectus         
supplement.                                                                     

       "CONDEMNATION PROCEEDS" means all awards or settlements in respect of a
mortgaged property, whether permanent or temporary, partial or entire, by       
exercise of the power of eminent domain or condemnation.                        

"CREDIT SCORES" has the meaning set forth in "The Mortgage Loan 
Pool--Credit Scores" in this prospectus supplement.                             

 "DEFAULTED SWAP TERMINATION PAYMENT" has the meaning set forth in
"Description of the Certificates--Interest Rate Swap Agreement" in this         
prospectus supplement.                                                          

       "DETERMINATION DATE" means, for each Distribution Date, the 18th of the
month in which such Distribution Date occurs, or, if that day is not a business 
day, the immediately preceding business day.                                    

    "DISTRIBUTION DATE" has the meaning set forth in "Description of the
Certificates--Distributions" in this prospectus supplement.                     

 "DOL" has the meaning set forth in "ERISA Considerations" in this
prospectus supplement.                                                          

       "DOWNGRADE TERMINATING EVENT" has the meaning set forth in "Description
of the Certificates--Interest Rate Swap Agreement" in this prospectus           
supplement.                                                                     

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     "DUE PERIOD" means, with respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the month in which 
that Distribution Date occurs and ending on the first day in the calendar month 
in which that Distribution Date occurs.                                         

   "ERISA" has the meaning set forth in "ERISA Considerations" in this
prospectus supplement.                                                          

 "ERISA ELIGIBLE CERTIFICATES" has the meaning set forth in "ERISA
Considerations" in this prospectus supplement.                                  

      "EXCESS OVERCOLLATERALIZED AMOUNT" is described in "Description of the
Certificates--Overcollateralization Provisions" in this prospectus supplement.  

       "EXCESS RESERVE FUND ACCOUNT" has the meaning set forth in "Description
of the Certificates--Excess Reserve Fund Account" in this prospectus supplement.

       "EXEMPTION" has the meaning set forth in "ERISA Considerations" in this
prospectus supplement.                                                          

        "EXPENSE FEE RATE" means, with respect to any mortgage loan, a per annum
rate equal to the sum of the servicing fee rate and the trustee fee rate. The   
Expense Fee Rate is not expected to exceed 0.510%. See "The Pooling and         
Servicing Agreement--Servicing and Trustee Fees and Other Compensation and      
Payment of Expenses" in this prospectus supplement.                             

   "EXTRA PRINCIPAL DISTRIBUTION AMOUNT" means, as of any Distribution
Date, the lesser of (x) the related Total Monthly Excess Spread for that        
Distribution Date and (y) the related Overcollateralization Deficiency for that 
Distribution Date.                                                              

"FITCH" means Fitch, Inc.                                       

"GROSS MARGIN" has the meaning set forth in "The Mortgage Loan  
Pool--Adjustable-Rate Mortgage Loans" in this prospectus supplement.            

"GSMC" means Goldman Sachs Mortgage Company, a New York limited 
partnership.                                                                    

"INDEX" shall mean the Six-Month LIBOR Loan Index.              

"INITIAL CAP" has the meaning set forth in "The Mortgage Loan   
Pool--Adjustable-Rate Mortgage Loans" in this prospectus supplement.            

        "INSURANCE PROCEEDS" means, with respect to each mortgage loan, proceeds
of insurance policies insuring the mortgage loan or the related mortgaged       
property.                                                                       

      "INTEREST ACCRUAL PERIOD" means, for any Distribution Date, the period
commencing on the immediately preceding Distribution Date (or, for the initial  
Distribution Date, the closing date) and ending on the day immediately preceding
the current Distribution Date.                                                  

    "INTEREST REMITTANCE AMOUNT" means, with respect to any Distribution
Date and the mortgage loans in a loan group, that portion of Available Funds    
attributable to interest (calculated net of the Expense Fee Rate) relating to   
the mortgage loans in that mortgage loan group and any Net Swap Receipts        
attributable to that loan group for that Distribution Date, net of any Net Swap 
Payments made from that loan group with respect to that Distribution Date.      

"INVESTOR-BASED EXEMPTIONS" has the meaning set forth in "ERISA 
Considerations" in this prospectus supplement.                                  

      "JPMORGAN" means JPMorgan Chase Bank, National Association, a national
banking association.                                                            

     "LIBOR CERTIFICATES" has the meaning set forth in "Description of the
Certificates--General" in this prospectus supplement.                           

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      "LIBOR DETERMINATION DATE" means, with respect to any Interest Accrual
Period, the second London business day preceding the commencement of that       
Interest Accrual Period. For purposes of determining One-Month LIBOR, a "London 
business day" is any day on which dealings in deposits of United States dollars 
are transacted in the London interbank market.                                  

     "LIQUIDATION PROCEEDS" means any cash received in connection with the
liquidation of a defaulted mortgage loan, whether through a trustee's sale,     
foreclosure sale or otherwise, including any Subsequent Recoveries.             

        "LITTON" means Litton Loan Servicing LP, a Delaware limited partnership.

   "LOAN GROUP I CAP" has the meaning set forth in "Description of the
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

    "LOAN GROUP II CAP" has the meaning set forth in "Description of the
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

"LOAN-TO-VALUE RATIO" or "LTV" has the meaning set forth in "The
Mortgage Loan Pool--General" in this prospectus supplement.                     

"MAXIMUM RATE" has the meaning set forth in "The Mortgage Loan  
Pool--Adjustable-Rate Mortgage Loans" in this prospectus supplement.            

     "MERS DESIGNATED MORTGAGE LOAN" means any mortgage loan for which (1)
Mortgage Electronic Registration Systems, Inc., its successors and assigns has  
been designated the mortgagee of record and (2) the trustee is designated the   
investor pursuant to the procedures manual of MERSCORP, Inc.                    

"MINIMUM RATE" has the meaning set forth in "The Mortgage Loan  
Pool--Adjustable-Rate Mortgage Loans" in this prospectus supplement.            

   "MOODY'S" has the meaning set forth in "Ratings" in this prospectus
supplement.                                                                     

        "NET MONTHLY EXCESS CASH FLOW" has the meaning set forth in "Description
of the Certificates--Overcollateralization Provisions" in this prospectus       
supplement.                                                                     

   "NET SWAP PAYMENT" has the meaning set forth in "Description of the
Certificates--Interest Rate Swap Agreement" in this prospectus supplement.      

   "NET SWAP RECEIPT" has the meaning set forth in "Description of the
Certificates--Interest Rate Swap Agreement" in this prospectus supplement.      

       "OFFERED CERTIFICATES" has the meaning set forth in "Description of the
Certificates-General" in this prospectus supplement.                            

      "OFFERED LIBOR CERTIFICATES" has the meaning set forth in "Description
of the Certificates--General" in this prospectus supplement.                    

      "ONE-MONTH LIBOR" means, with respect to any LIBOR Determination Date,
the London interbank offered rate for one-month United States dollar deposits   
which appears in the Telerate Page 3750 as of 11:00 a.m., London time, on that  
date. If the rate does not appear on Telerate Page 3750, the rate for that day  
will be determined on the basis of the rates at which deposits in United States 
dollars are offered by the Reference Banks at approximately 11:00 a.m. (London  
time), on that day to prime banks in the London interbank market. The trustee   
will be required to request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two quotations are        
provided, the rate for that day will be the arithmetic mean of the quotations   
(rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer 
than two quotations are provided as requested, the rate for that day will be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the trustee (after                                                              

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consultation  with the depositor),  at  approximately  11:00 a.m. (New York City
time) on that day for loans in United States dollars to leading European banks. 

      "OPTIONAL CLEAN-UP CALL" has the meaning set forth in "The Pooling and
Servicing Agreement--Termination; Optional Clean-up Call" in this prospectus    
supplement.                                                                     

       "ORIGINAL SALE DATE" means, with regard to each mortgage loan, the date
on which GSMC acquired such mortgage loan from the applicable original loan     
seller.                                                                         

"OVERCOLLATERALIZATION DEFICIENCY" has the meaning set forth in 
"Description of the Certificates--Overcollateralization Provisions" in this     
prospectus supplement.                                                          

 "OVERCOLLATERALIZATION FLOOR" means 0.50% of the aggregate Stated
Principal Balance of the mortgage loans as of the cut-off date.                 

     "OVERCOLLATERALIZATION REDUCTION AMOUNT" has the meaning set forth in
"Description of the Certificates--Overcollateralization Provisions" in this     
prospectus supplement.                                                          

        "OVERCOLLATERALIZED AMOUNT" has the meaning set forth in "Description of
the Certificates--Overcollateralization Provisions" in this prospectus          
supplement.                                                                     

       "P&I ADVANCES" means advances made by the servicer on each Distribution
Date with respect to delinquent payments of interest and principal on the       
mortgage loans, less the servicing fee.                                         

    "PASS-THROUGH RATE" has the meaning set forth in "Description of the
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

"PERIODIC CAP" has the meaning set forth in "The Mortgage Loan  
Pool--Adjustable-Rate Mortgage Loans" in this prospectus supplement.            

  "PLAN" has the meaning set forth in "ERISA Considerations" in this
prospectus supplement.                                                          

    "PREPAYMENT ASSUMPTION" has the meaning set forth in "Prepayment and
Yield Considerations--Structuring Assumptions" in this prospectus supplement.   

     "PREPAYMENT PERIOD" means, with respect to any Distribution Date, the
calendar month preceding the month in which that Distribution Date occurs.      

    "PREPAYMENT PREMIUM" has the meaning set forth in "The Mortgage Loan
Pool--Prepayment Premiums" in this prospectus supplement.                       

"PRINCIPAL DISTRIBUTION AMOUNT" has the meaning set forth in    
"Description of the Certificates--Distributions of Interest and Principal" in   
this prospectus supplement.                                                     

     "PRINCIPAL REMITTANCE AMOUNT" means, with respect to any Distribution
Date, to the extent of funds available for distribution as described in this    
prospectus supplement, the amount equal to the sum of the following amounts     
(without duplication) with respect to the related Due Period: (i) each scheduled
payment of principal on a mortgage loan due during the related Due Period and   
received by the servicer on or prior to the related Determination Date or       
advanced by the servicer for the related Servicer Remittance Date, (ii) all full
and partial principal prepayments received on the mortgage loans during the     
related Prepayment Period, (iii) all net Liquidation Proceeds, Condemnation     
Proceeds and Insurance Proceeds on the mortgage loans allocable to principal and
received during the related Prepayment Period, (iv) the portion of the          
repurchase price allocable to principal with respect to each mortgage loan that 
was repurchased with respect to that Distribution Date, (v) the portion of      
Substitution Adjustment Amounts allocable to principal received in connection   
with the substitution of any mortgage loan as of that Distribution Date, and    
(vi) the portion of the proceeds received with respect to any Optional Clean-up 
Call (to the extent they relate to principal).                                  

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  "PTCE" has the meaning set forth in "ERISA Considerations" in this
prospectus supplement.                                                          

 "PTE" has the meaning set forth in "ERISA Considerations" in this
prospectus supplement.                                                          

      "RATING AGENCY CONDITION" means, with respect to any action to which a
Rating Agency Condition applies, that each rating agency shall have been given  
ten days (or such shorter period as is acceptable to each rating agency) prior  
notice of that action and that each of the rating agencies shall have notified  
the trustee, the servicer, the depositor and the trust in writing that such     
action will not result in a reduction, qualification or withdrawal of the then  
current rating of the certificates that it maintains.                           

      "RECORD DATE" means, (a) with respect to any Distribution Date and the
LIBOR Certificates, the last business day of the related Interest Accrual       
Period, unless the LIBOR Certificates are issued in definitive form, in which   
case the Record Date will be the last business day of the month immediately     
preceding the month in which that Distribution Date occurs, and (b) with respect
to the Residual Certificates, the last business day of the month preceding the  
month in which the related Distribution Date occurs.                            

    "REFERENCE BANKS" means leading banks selected by the trustee (after
consultation with the depositor) and engaged in transactions in Eurodollar      
deposits in the international Eurocurrency market.                              

   "REGULAR INTEREST" has the meaning set forth in "Federal Income Tax
Consequences--General" in this prospectus supplement.                           

        "REIT" has the meaning set forth in "Federal Income Tax Consequences" in
this prospectus supplement.                                                     

        "REPRESENTATIONS AGREEMENT" has the meaning set forth in "Description of
the Certificates--Assignment of the Mortgage Loans" in this prospectus          
supplement.                                                                     

"REQUIRED SWAP COUNTERPARTY RATING" means, with respect to a    
counterparty or entity guaranteeing the obligations of such counterparty, (x)   
either (i) if such counterparty or entity has only a long-term rating by        
Moody's, a long-term senior, unsecured debt obligation rating, credit rating or 
other similar rating (as the case may be, the "LONG-TERM RATING") of at least   
"Aa3" by Moody's and if rated "Aa3" by Moody's is not on negative credit watch  
by Moody's or (ii) if such counterparty or entity has a Long-Term Rating and a  
short-term rating by Moody's, a Long-Term Rating of at least "A1" by Moody's and
a short-term rating of "P-1" by Moody's and, in each case, such rating is not on
negative credit watch by Moody's and (y) (i) a short-term rating of at least    
"A-1" by S&P or (ii) if such counterparty or entity does not have a short-term  
rating by S&P, a Long-Term Rating of at least "A+" by S&P.                      

        "RESIDUAL CERTIFICATES" has the meaning set forth in "Description of the
Certificates--General" in this prospectus supplement.                           

      "RESTRICTED GROUP" has the meaning set forth in "ERISA Considerations"
in this prospectus supplement.                                                  

"S&P" has the meaning set forth in "Ratings" in this prospectus 
supplement.                                                                     

      "SENIOR ENHANCEMENT PERCENTAGE" means with respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the               
Overcollateralized Amount (in each case after taking into account the           
distributions of the related Principal Distribution Amount for that Distribution
Date) by (y) the aggregate Stated Principal Balance of the mortgage loans for   
that Distribution Date.                                                         

      "SENIOR SPECIFIED ENHANCEMENT PERCENTAGE" on any date of determination
is approximately 48.50%.                                                        

        "SERVICER REMITTANCE DATE" means, with respect to any Distribution Date,
the business day immediately preceding that Distribution Date.                  

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     "SERVICING RIGHTS PLEDGEE" has the meaning set forth in "The Mortgage
Loan Pool -The Index" in this prospectus supplement.                            

       "SIX-MONTH LIBOR LOAN INDEX" has the meaning set forth in "The Mortgage
Loan Pool--The Index" in this prospectus supplement.                            

      "SOUTHSTAR" means SouthStar Funding, LLC, a Delaware limited liability
company.                                                                        

        "SPECIFIED OVERCOLLATERALIZED AMOUNT" means, prior to the Stepdown Date,
an amount equal to 3.65% of the aggregate Stated Principal Balance of the       
mortgage loans as of the cut-off date; on and after the Stepdown Date, an amount
equal to 7.30% of the aggregate Stated Principal Balance of the mortgage loans  
for that Distribution Date, subject, until the Class Certificate Balance of each
class of LIBOR Certificates has been reduced to zero, to a minimum amount equal 
to the Overcollateralization Floor; provided, however, that if, on any          
Distribution Date, a Trigger Event has occurred, the Specified                  
Overcollateralized Amount will not be reduced to the applicable percentage of   
the then Stated Principal Balance of the mortgage loans but instead will remain 
the same as the prior period's Specified Overcollateralized Amount until the    
Distribution Date on which a Trigger Event is no longer occurring. When the     
Class Certificate Balance of each class of LIBOR Certificates has been reduced  
to zero, the Specified Overcollateralized Amount will thereafter equal zero.    

       "STATED PRINCIPAL BALANCE" means, as to any mortgage loan and as of any
date of determination, (i) the principal balance of the mortgage loan at the    
cut-off date after giving effect to payments of principal due on or before such 
date, minus (ii) all amounts previously remitted to the trustee with respect to 
the related mortgage loan representing payments or recoveries of principal,     
including advances in respect of scheduled payments of principal. For purposes  
of any Distribution Date, the Stated Principal Balance of any mortgage loan will
give effect to any scheduled payments of principal received by the servicer on  
or prior to the related Determination Date or advanced by the servicer for the  
related Servicer Remittance Date and any unscheduled principal payments and     
other unscheduled principal collections received during the related Prepayment  
Period, and the Stated Principal Balance of any mortgage loan that has prepaid  
in full or has been liquidated during the related Prepayment Period will be     
zero.                                                                           

       "STEPDOWN DATE" means the earlier to occur of (a) the date on which the
aggregate Class Certificate Balances of the Class A certificates have been      
reduced to zero and (b) the later to occur of (i) the Distribution Date in      
December 2008 and (ii) the first Distribution Date on which the Senior          
Enhancement Percentage is greater than or equal to the Senior Specified         
Enhancement Percentage.                                                         

      "STRUCTURING ASSUMPTIONS" has the meaning set forth in "Prepayment and
Yield Considerations--Structuring Assumptions" in this prospectus supplement.   

        "SUBORDINATED CERTIFICATES" means any of the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1 or Class  
B-2 certificates.                                                               

      "SUBSEQUENT RECOVERY" has the meaning set forth in "Description of the
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

    "SUBSTITUTE MORTGAGE LOAN" means a mortgage loan substituted by GSMC
within two years of the closing date for a mortgage loan that is in breach of   
GSMC's representations and warranties regarding the mortgage loans, which must, 
on the date of such substitution, (i) have a principal balance, after deduction 
of the principal portion of the scheduled payment due in the month of           
substitution, not in excess of the principal balance of the mortgage loan in    
breach; (ii) be accruing interest at a rate no lower than and not more than 1%  
per annum higher than, that of the mortgage loan in breach; (iii) have a        
remaining term to maturity no greater than (and not more than one year less than
that of) the mortgage loan in breach; (iv) be of the same type as the mortgage  
loan in breach (i.e., fixed-rate or adjustable-rate with same Periodic Cap and  
Index) and (v) comply with each representation and warranty made by GSMC.       

"SUBSTITUTION ADJUSTMENT AMOUNT" has the meaning set forth in   
"Description of the Certificates--Representations and Warranties Relating to the
Mortgage Loans" in this prospectus supplement.                                  

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     "SUBSTITUTION EVENT" has the meaning set forth in "Description of the
Certificates--Interest Rate Swap Agreement" in this prospectus supplement.      

       "SUPPLEMENTAL INTEREST TRUST" has the meaning set forth in "Description
of the Certificates--Supplemental Interest Trust" in this prospectus supplement.

"SWAP PROVIDER" has the meaning set forth in "Description of the
Certificates--Interest Rate Swap Agreement" in this prospectus supplement.      

       "SWAP TERMINATION PAYMENT" has the meaning set forth in "Description of
the Certificates--Interest Rate Swap Agreement" in this prospectus supplement.  

      "TELERATE PAGE 3750" means the display page currently so designated on
the Bridge Telerate Service (or any other page as may replace that page on that 
service for the purpose of displaying comparable rates or prices).              

     "TOTAL MONTHLY EXCESS SPREAD" means, with respect to any Distribution
Date, the excess, if any, of (x) the interest collected on the mortgage loans by
the servicer on or prior to the related Determination Date or advanced by the   
servicer for the related Servicer Remittance Date, net of the servicing fee and 
the trustee fee and plus Net Swap Receipts and less Net Swap Payments for such  
Distribution Date, over (y) the amounts paid to the classes of certificates     
pursuant to clause (i) under the sixth full paragraph of "Description of the    
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

 "TRIGGER EVENT," with respect to any Distribution Date, means the
circumstances in which (i) the quotient (expressed as a percentage) of (x) the  
rolling three month average of the aggregate unpaid principal balance of the    
mortgage loans that are 60 days delinquent or more, including mortgage loans in 
foreclosure, all REO properties and all mortgage loans where the mortgagor has  
filed for bankruptcy, and (y) the aggregate unpaid principal balance of the     
mortgage loans, as of the last day of the related Due Period, equals or exceeds 
32.00% of the Senior Enhancement Percentage as of the last day of the prior Due 
Period or (ii) the aggregate amount of realized losses incurred since the       
cut-off date through the last day of the related Prepayment Period divided by   
the aggregate Stated Principal Balance of the mortgage loans as of the cut-off  
date exceeds the applicable percentages described below with respect to such    
Distribution Date:                                                              

DISTRIBUTION DATE OCCURRING IN         CUMULATIVE REALIZED LOSS PERCENTAGE      
------------------------------     ---------------------------------------------
December 2007 - November 2008      1.50% for the first month, plus an additional
                               1/12th of 1.50% for each month thereafter

December 2008 - November 2009      3.00% for the first month, plus an additional
                               1/12th of 1.50% for each month thereafter

December 2009 - November 2010      4.50% for the first month, plus an additional
                               1/12th of 1.25% for each month thereafter

December 2010 - November 2011      5.75% for the first month, plus an additional
                               1/12th of 0.65% for each month thereafter

December 2011 and thereafter       6.40%                                        

"TRUST REMICS" has the meaning set forth in "Federal Income Tax 
Consequences--General" in this prospectus supplement.                           

"UNPAID INTEREST AMOUNT" for any class of certificates and any  
Distribution Date will equal the sum of (a) the portion of Accrued Certificate  
Interest from Distribution Dates prior to the current Distribution Date         
remaining unpaid immediately prior to the current Distribution Date, and (b)    
interest on the amount in clause (a) at the applicable Pass-Through Rate (to the
extent permitted by applicable law).                                            

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"WAC CAP" has the meaning set forth in "Description of the      
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

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 ANNEX I

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

      A holder that is not a "United States person" (a "U.S. PERSON") within
the meaning of Section 7701(a)(30) of the Code (a "NON-U.S. HOLDER") holding a  
book-entry certificate through Clearstream, societe anonyme, Euroclear or DTC   
may be subject to U.S. withholding tax unless such holder provides certain      
documentation to the issuer of such holder's book-entry certificate, the paying 
agent or any other entity required to withhold tax (any of the foregoing, a     
"U.S. WITHHOLDING AGENT") establishing an exemption from withholding. A non-U.S.
holder may be subject to withholding unless each U.S. withholding agent         
receives:                                                                       

      1.      from a non-U.S. holder that is classified as a corporation for
U.S. federal income tax purposes or is an individual, and is eligible for the   
benefits of the portfolio interest exemption or an exemption (or reduced rate)  
based on a treaty, a duly completed and executed IRS Form W-8BEN (or any        
successor form);                                                                

       2.      from a non-U.S. holder that is eligible for an exemption on the
basis that the holder's income from the LIBOR Certificate is effectively        
connected to its U.S. trade or business, a duly completed and executed IRS Form 
W-8ECI (or any successor form);                                                 

      3.      from a non-U.S. holder that is classified as a partnership for
U.S. federal income tax purposes, a duly completed and executed IRS Form W-8IMY 
(or any successor form) with all supporting documentation (as specified in the  
U.S. Treasury Regulations) required to substantiate exemptions from withholding 
on behalf of its partners; certain partnerships may enter into agreements with  
the IRS providing for different documentation requirements and it is recommended
that such partnerships consult their tax advisors with respect to these         
certification rules;                                                            

      4.      from a non-U.S. holder that is an intermediary (i.e., a person
acting as a custodian, a broker, nominee or otherwise as an agent for the       
beneficial owner of an Offered Certificate):                                    

                (a)     if the intermediary is a "qualified intermediary" within
the meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury  
       Regulations (a "QUALIFIED INTERMEDIARY"), a duly completed and executed
IRS Form W-8IMY (or any successor or substitute form)--         

                     (i)     stating the name, permanent residence address
                and qualified intermediary employer identification number of the
              qualified intermediary and the country under the laws of which
                the qualified intermediary is created, incorporated or governed,

                      (ii)    certifying that the qualified intermediary has
              provided, or will provide, a withholding statement as required
    under section 1.1441-1(e)(5)(v) of the U.S. Treasury
Regulations,                                    

                    (iii)   certifying that, with respect to accounts it
      identifies on its withholding statement, the qualified
               intermediary is not acting for its own account but is acting as
a qualified intermediary, and                   

                        (iv)    providing any other information, certifications,
            or statements that may be required by the IRS Form W-8IMY or
            accompanying instructions in addition to, or in lieu of, the
   information and certifications described in section
            1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S. Treasury
Regulations; or                                 

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              (b)     if the intermediary is not a qualified intermediary (a
    "NONQUALIFIED INTERMEDIARY"), a duly completed and executed IRS Form
W-8IMY (or any successor or substitute form)--                  

                        (i)     stating the name and permanent residence address
               of the nonqualified intermediary and the country under the laws
               of which the nonqualified intermediary is created, incorporated
or governed,                                    

                        (ii)    certifying that the nonqualified intermediary is
not acting for its own account,                 

                     (iii)   certifying that the nonqualified intermediary
              has provided, or will provide, a withholding statement that is
              associated with the appropriate IRS Forms W-8 and W-9 required
             to substantiate exemptions from withholding on behalf of such
  nonqualified intermediary's beneficial owners, and

                       (iv)    providing any other information, certifications
            or statements that may be required by the IRS Form W-8IMY or
            accompanying instructions in addition to, or in lieu of, the
                information, certifications, and statements described in section
                1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury Regulations; or

        5.      from a non-U.S. holder that is a trust, depending on whether the
trust is classified for U.S. federal income tax purposes as the beneficial owner
of the Offered Certificate, either an IRS Form W-8BEN or W-8IMY; any non-U.S.   
holder that is a trust should consult its tax advisors to determine which of    
these forms it should provide.                                                  

      All non-U.S. holders will be required to update the above-listed forms
and any supporting documentation in accordance with the requirements under the  
U.S. Treasury Regulations. These forms generally remain in effect for a period  
starting on the date the form is signed and ending on the last day of the third 
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if      
furnished with a taxpayer identification number, remains in effect until the    
status of the beneficial owner changes, or a change in circumstances makes any  
information on the form incorrect.                                              

  In addition, all holders, including holders that are U.S. persons,
holding book-entry certificates through Clearstream, societe anonyme, Euroclear 
or DTC may be subject to backup withholding unless the holder--                 

                     (i)     provides the appropriate IRS Form W-8 (or any
              successor or substitute form), duly completed and executed, if
the holder is a non-U.S. holder;                

                       (ii)    provides a duly completed and executed IRS Form
W-9, if the holder is a U.S. person; or         

                     (iii)   can be treated as a "exempt recipient" within
              the meaning of section 1.6049-4(c)(1)(ii) of the U.S. Treasury
                Regulations (e.g., a corporation or a financial institution such
as a bank).                                     

  This summary does not deal with all of the aspects of U.S. federal
income tax withholding or backup withholding that may be relevant to investors  
that are non-U.S. holders. Such holders are advised to consult their own tax    
advisors for specific tax advice concerning their holding and disposing of      
book-entry certificates.                                                        

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ANNEX II

INTEREST RATE SWAP NOTIONAL AMOUNT AMORTIZATION SCHEDULE

INTEREST RATE SWAP            
DISTRIBUTION DATE      NOTIONAL AMOUNT ($)                                  
-----------------      -------------------                                  
12/05              $   875,403,485                              
01/06              $   858,185,238                              
02/06              $   837,907,380                              
03/06              $   814,633,175                              
04/06              $   788,456,008                              
05/06              $   759,500,888                              
06/06              $   727,922,451                              
07/06              $   693,906,832                              
08/06              $   657,671,479                              
09/06              $   619,739,782                              
10/06              $   583,812,763                              
11/06              $   549,810,063                              
12/06              $   517,628,286                              
01/07              $   487,169,608                              
02/07              $   458,341,473                              
03/07              $   431,056,311                              
04/07              $   405,231,269                              
05/07              $   380,787,956                              
06/07              $   357,652,201                              
07/07              $   335,753,863                              
08/07              $   315,026,500                              
09/07              $    94,754,310                              
10/07              $    90,156,086                              
11/07              $    85,782,602                              
12/07              $    81,622,785                              
01/08              $    77,666,114                              
02/08              $    73,902,587                              
03/08              $    70,322,703                              
04/08              $    66,917,429                              
05/08              $    63,678,181                              
06/08              $    60,596,802                              
07/08              $    57,665,536                              
08/08              $    54,877,016                              
09/08              $    38,076,748                              
10/08              $    36,331,024                              
11/08              $    34,665,309                              
12/08              $    33,075,933                              
01/09              $    31,559,397                              
02/09              $    30,112,359                              
03/09              $    28,731,633                              
04/09              $    27,414,179                              
05/09              $    26,157,096                              
06/09              $    24,957,617                              
07/09              $    23,813,101                              
08/09              $    22,721,029                              
09/09              $    21,678,998                              
10/09              $    20,684,713                              
11/09              $    19,735,987                              
12/09              $    18,830,731                              
01/10              $    17,966,955                              
02/10              $    17,142,758                              
03/10              $    16,356,325                              
04/10              $    15,605,927                              
05/10              $    14,889,914                              
06/10              $    14,206,709                              
07/10              $    13,554,809                              
08/10              $    12,932,758                              
09/10              $    12,338,307                              
10/10              $    11,202,362                              
11/10              $    10,691,634                              
12/10 onwards          $             0                                  

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SCHEDULE A
STRUCTURAL AND COLLATERAL TERM SHEET

$855,339,000
 APPROXIMATE(1)(4)
GSAMP 2005-HE5

 GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES

OVERVIEW OF THE OFFERED CERTIFICATES                                            

                                                        [Enlarge/Download Table]

                                                               ESTIMATED                              
                                     EXPECTED      INITIAL        AVG.       PRINCIPAL                
              APPROXIMATE PRINCIPAL   CREDIT    PASS-THROUGH      LIFE        PAYMENT     S&P/ MOODY'S
CERTIFICATES     BALANCE(1)(4)       SUPPORT       RATE(5)      (YRS)(2)    WINDOW(2)(3)    RATINGS   
------------  ---------------------  --------   ------------   ----------  -------------  ------------
                                                                                                      
 A-1          $      405,814,000        24.25%  LIBOR + 0.24%    2.40      12/05 - 03/13    AAA / Aaa 
 A-2A         $      147,890,000        24.25%  LIBOR + 0.10%    0.95      12/05 - 08/07    AAA / Aaa 
 A-2B         $       45,328,000        24.25%  LIBOR + 0.17%    2.09      08/07 - 04/08    AAA / Aaa 
 A-2C         $       53,171,000        24.25%  LIBOR + 0.24%    3.25      04/08 - 09/10    AAA / Aaa 
 A-2D         $       46,362,000        24.25%  LIBOR + 0.34%    6.54      09/10 - 03/13    AAA / Aaa 
 M-1          $       36,888,000        20.25%  LIBOR + 0.42%    5.10      06/09 - 03/13    AA+ / Aa1 
 M-2          $       33,660,000        16.60%  LIBOR + 0.43%    5.04      04/09 - 03/13    AA+ / Aa2 
 M-3          $       23,516,000        14.05%  LIBOR + 0.46%    5.01      03/09 - 03/13    AA+ / Aa3 
 M-4          $       16,600,000        12.25%  LIBOR + 0.60%    4.99      02/09 - 03/13     AA / A1  
 M-5          $       16,599,000        10.45%  LIBOR + 0.63%    4.98      02/09 - 03/13    AA- / A2  
 M-6          $       14,294,000         8.90%  LIBOR + 0.70%    4.97      01/09 - 03/13     A+ / A3  
 M-7          $       15,217,000         7.25%  LIBOR + 1.35%    4.96      01/09 - 03/13    A / Baa1  
              ---------------------                                                                   
TOTAL         $      855,339,000                                                                      
              =====================                                                                   

NON-OFFERED CERTIFICATES                                                        

                                                                [Download Table]
                                                       
M-8  $  11,527,000  6.00%  LIBOR + 1.50%  N/A  N/A  N/A
B-1  $  11,528,000  4.75%  LIBOR + 2.10%  N/A  N/A  N/A
B-2  $  10,144,000  3.65%  LIBOR + 2.50%  N/A  N/A  N/A

(1)     The principal balances of the Offered Certificates are calculated using 
        the scheduled principal balances of the Mortgage Loans as of the Cut-off
Date.                                                           

(2)     Assuming payment based on the pricing speeds outlined in "Key Terms -   
Pricing Prepayment Assumption" and to a 10% Clean-up Call on all
Certificates.                                                   

(3)     The last scheduled distribution date for the Certificates is the        
Distribution Date in November 2035.                             

(4)     The initial aggregate principal balance of the Offered Certificates will
be subject to an upward or downward variance of no more than    
approximately 5%.                                               

(5)     See the "Structure of the LIBOR Certificates" section of this Term Sheet
for more information on the pass-through rates of the Offered   
Certificates.                                                   

SELECTED MORTGAGE POOL DATA(6)                                                  

                                                        [Enlarge/Download Table]

                                                     GROUP I                              GROUP II                                
                                        ----------------------------------   ----------------------------------                   
                                        ADJUSTABLE RATE       FIXED RATE     ADJUSTABLE RATE       FIXED RATE        AGGREGATE    
                                        ---------------    ---------------   ---------------    ---------------   --------------- 
                                                                                                                                  
Scheduled Principal Balance:            $   463,663,584    $    78,732,279   $   329,071,068    $    65,944,663   $   937,411,593 
Weighted Average Gross Coupon:                    7.531%             7.958%            7.395%             7.762%            7.535%
Weighted Average Net Coupon(7):                   7.021%             7.448%            6.885%             7.252%            7.025%
Weighted Average Current FICO Score:                635                641               642                641               639 
Weighted Average Original LTV Ratio:              82.66%             72.60%            82.20%             72.28%            80.92%
Weighted Average Combined Original LTV                                                                                            
Ratio(8):                                         82.66%             81.89%            82.20%             83.59%            82.50%
Weighted Average Std. Remaining Term                                                                                              
(months):                                           358                338               358                326               354 
Weighted Average Seasoning (months):                  2                  2                 2                  2                 2 
Weighted Average Months to Roll(9):                  23                N/A                23                N/A                23 
Weighted Average Gross Margin(9):                  6.52%               N/A              6.41%               N/A              6.47%
Weighted Average Initial Rate Cap(9):              3.00%               N/A              2.98%               N/A              2.99%
Weighted Average Periodic Rate Cap(9):             1.02%               N/A              1.02%               N/A              1.02%
Weighted Average Gross Max. Lifetime                                                                                              
Rate(9):                                          13.57%               N/A             13.46%               N/A             13.52%

(6)     All percentages calculated herein are percentages of scheduled principal
        balance, unless otherwise noted, as of the Statistical Calculation Date.

(7)     The Weighted Average Net Coupon is equivalent to the Weighted Average   
Gross Coupon less the Expense Fee Rate.                         

(8)     Calculated using the Original LTV with respect to first lien loans and  
Combined Original LTV with respect to second lien loans.        

(9)     Represents the weighted average of the adjustable rate mortgage loans in
the mortgage pool.                                              

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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FEATURES OF THE TRANSACTION                                                     

o       The mortgage loans in the transaction consist of subprime fixed and     
      adjustable rate, first and second lien residential mortgage loans (the
      "Mortgage Loans") purchased via the Goldman Sachs Residential Mortgage
       Conduit from SouthStar Funding ("SouthStar") (74.50%) and various other
sellers, each comprising of less than 5% (25.50%).              

o       Credit support for the Certificates will be provided through a          
      senior/subordinate structure, initial and target overcollateralization
of 3.65%, and excess spread.                                    

o       The Mortgage Loans will be serviced by Litton Loan Servicing LP         
("Litton").                                                     

o       None of the Mortgage Loans are (a) covered by the Home Ownership and    
        Equity Protection Act of 1994, as amended, (b) classified as "high cost"
    loans under any other applicable state, federal or local law, or (c)
    secured by a property in the state of Georgia and originated between
October 1, 2002 and March 7, 2003.                              

o       The transaction will be modeled on INTEX as "GSA05HE5" and on Bloomberg 
as "GSAMP 05-HE5."                                              

o       All amounts and percentages herein related to the Mortgage Loans are as 
of the Statistical Calculation Date unless as otherwise noted.  

o       This transaction will contain a swap agreement with an initial swap     
       notional amount of approximately $875,403,485. The swap notional amount
  will amortize in accordance with the swap schedule. Under the swap
    agreement, on each Distribution Date prior to the termination of the
       swap agreement, the trust will be obligated to pay an amount equal to a
     per annum rate of 4.77% (on a 30/360 basis) on the lesser of the swap
        notional amount and the aggregate class certificate balance of the LIBOR
   Certificates to the swap provider and the trust will be entitled to
     receive an amount equal to a per annum rate of one-month LIBOR (on an
    actual/360 basis), on the lesser of the swap notional amount and the
      aggregate class certificate balance of the LIBOR Certificates from the
swap provider.                                                  

o       The Offered Certificates will be registered under a registration        
statement filed with the Securities and Exchange Commission.    

TIME TABLE                                                                      

EXPECTED CLOSING DATE:              November 22, 2005.                          

CUT-OFF DATE:                       November 1, 2005.                           

STATISTICAL CALCULATION DATE:       October 1, 2005.                            

EXPECTED PRICING DATE:              November 4, 2005.                           

FIRST DISTRIBUTION DATE:            December 27, 2005.                          

KEY TERMS                                                                       

OFFERED CERTIFICATES:               Class A, Class M-1, Class M-2, Class M-3,   
                           Class M-4, Class M-5, Class M-6 and
               Class M-7 Certificates.

NON-OFFERED CERTIFICATES:           Class M-8, Class B-1 and Class B-2          
     Certificates.

LIBOR CERTIFICATES:                 Offered and Non-Offered Certificates.       

CLASS A-1 CERTIFICATES              Class A-1 Certificates.                     

CLASS A-2 CERTIFICATES              Class A-2A, Class A-2B, Class A-2C and      
                Class A-2D Certificates.

CLASS A CERTIFICATES                Class A-1 and Class A-2 Certificates.       

CLASS M CERTIFICATES:               Class M-1, Class M-2, Class M-3, Class M-4, 
                           Class M-5, Class M-6, Class M-7 and
               Class M-8 Certificates.

CLASS B CERTIFICATES:               Class B-1 and Class B-2 Certificates.       

CLASS R CERTIFICATES:               Class R-1, Class R-2 and Class R-3          
     Certificates.

DEPOSITOR:                          GS Mortgage Securities Corp.                

LEAD MANAGER:                       Goldman, Sachs & Co.                        

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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SERVICER:                           Litton Loan Servicing LP.                   

TRUSTEE:                            Deutsche Bank National Trust Company.       

SERVICING FEE RATE:                 50 bps.                                     

TRUSTEE FEE RATE:                   No more than 1 bp.                          

EXPENSE FEE RATE:                   The Servicing Fee Rate and the Trustee Fee  
Rate.   

DISTRIBUTION DATE:                  25th day of the month or the following      
     business day.

RECORD DATE:                        For any Distribution Date, the last business
                           day of the Interest Accrual Period.

DELAY DAYS:                         0 day delay on all Certificates.            

PREPAYMENT PERIOD:                  The calendar month prior to the Distribution
Date.   

DUE PERIOD:                         The period commencing on the second day of  
                                 the calendar month preceding the month in
                              which the Distribution Date occurs and
                               ending on the first day of the calendar
                                month in which Distribution Date occurs.

DAY COUNT:                          Actual/360 basis.                           

INTEREST ACCRUAL PERIOD:            The prior Distribution Dateto the day prior 
                                   to the current Distribution Date except for
                            the initial accrual period for which
                                   interest will accrue from the Closing Date.

PRICING PREPAYMENT ASSUMPTION:      Adjustable rate mortgage loans: CPR         
                                    starting at 5% CPR in the first month of the
                                    mortgage loan (i.e. loan age) and increasing
                              to 28% CPR in month 12 (an approximate
                                    2.091% increase per month), and remaining at
                               28% CPR thereafter. Fixed rate mortgage
                                  loans: CPR starting at 5% CPR in the first
                                  month of the mortgage loan (i.e. loan age)
                                 and increasing to 24% CPR in month 12 (an
                                   approximate 1.727% increase per month), and
                        remaining at 24% CPR thereafter.

MORTGAGE LOANS:                     The trust will consist of sub-prime, fixed  
                                  and adjustable rate, first and second lien
                   residential mortgage loans.

GROUP I MORTGAGE LOANS:             Approximately $542,395,862 of Mortgage      
                                    Loans with original principal balances as of
                             the Statistical Calculation Date that
                                 conform to the original principal balance
                                  limits for one- to four-family residential
                                  mortgage loan guidelines set by Fannie Mae
       or Freddie Mac.

GROUP II MORTGAGE LOANS:            Approximately $395,015,731 of Mortgage      
                                    Loans with original principal balances as of
                                    the Statistical Calculation Date that may or
                                 may not conform to the original principal
                              balance limits for one- to four-family
                                residential mortgage loan guidelines set
                  Fannie Mae or Freddie Mac.

EXCESS SPREAD:                      The initial weighted average net coupon of  
                                  the mortgage pool will be greater than the
                        interest payments on the Offered
                                   Certificates, resulting in excess cash flow
                                   calculated in the following manner based on
                              the collateral as of the Cut-off Date:

                                 Initial Gross WAC(1):             7.5286%
                                     Less Expense Fee Rate(2):     0.5100%
                                                                  ------
                                 Net WAC(1):                       7.0186%
                  Less Initial LIBOR
                      Certificate Coupon
                                        (Approx.)(3):              4.3218%
                  Less Net Swap Rate
                                      (Approx.)(3):                0.5980%
                                                                  ------
                                 Initial Excess Spread(1):         2.0988%

                                       (1)       This amount will vary on each
                                              Distribution Date based on
                                           changes to the weighted
                                                 average of the interest rates
                                                 on the Mortgage Loans as well
                                                as any changes in day count.
                                    (2)       Includes the Servicing Fee
                                              Rate and Trustee Fee Rate.
                                        (3)       Assumes 1-month LIBOR equal to
                                               4.1400% and a 30-day month.
                                                 This amount will vary on each
                                              Distribution Date based on
                                           changes to the weighted
                                               average of the pass-through
                                      rates on the LIBOR
                                               Certificates as well as any
                                         changes in day count.

SERVICER ADVANCING:                 Yes as to principal and interest, subject to
       recoverability.

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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COMPENSATING INTEREST:              The Servicer will pay compensating interest 
                                    up to the lesser of (A) the aggregate of the
                             prepayment interest shortfalls on the
                                   Mortgage Loans for the related Distribution
                                    Date resulting from principal prepayments on
                             the Mortgage Loans during the related
                                 Prepayment Period and (B) one-half of the
                               aggregate Servicing Fee received by the
                            Servicer for that Distribution Date.

SWAP PROVIDER:                      TBD.                                        

OPTIONAL CLEAN-UP CALL:             The transaction has a 10% optional clean-up 
call.   

RATING AGENCIES:                    Standard & Poor's Ratings Services, a       
                                   division of The McGraw-Hill Companies, Inc.
                                and Moody's Investors Service, Inc. will
                             rate all of the Offered Certificates.

MINIMUM DENOMINATION:               $25,000 with regard to each of the Offered  
     Certificates.

LEGAL INVESTMENT:                   The Certificates will not be SMMEA eligible.

ERISA ELIGIBLE:                     Underwriter's exemption is expected to      
                                   apply to the Offered Certificates. However,
                            in addition, for so long as the Swap
                           Agreement is in effect, prospective
                                purchasers must be eligible under one or
                           more investor-based exemptions, and
                                   prospective purchasers should consult their
    own counsel.

TAX TREATMENT:                      All Offered Certificates represent REMIC    
                                   regular interests and, to a limited extent,
                               interests in certain notional principal
                              contract payments including basis risk
                                   interest carryover payments pursuant to the
                                    payment priorities in the transaction; which
                               interest in certain basis risk interest
                                  carryover payments will be treated for tax
                                  purposes as an interest rate cap contract.
                                   The Class R Certificates will represent (in
                                  the aggregate) the beneficial ownership of
                             the residual interests in the REMICs.

PROSPECTUS:                         The Offered Certificates will be offered    
                                  pursuant to a prospectus supplemented by a
                            prospectus supplement (together, the
                                "Prospectus"). Complete information with
                                   respect to the Offered Certificates and the
                                  collateral securing them will be contained
                                    in the Prospectus. The information herein is
                                    qualified in its entirety by the information
                                  appearing in the Prospectus. To the extent
                                   that the information herein is inconsistent
                                 with the Prospectus, the Prospectus shall
                                    govern in all respects. Sales of the Offered
                                  Certificates may not be consummated unless
                                  the purchaser has received the Prospectus.

                                   PLEASE SEE "RISK FACTORS" IN THE PROSPECTUS
                                    FOR A DESCRIPTION OF INFORMATION THAT SHOULD
                           BE CONSIDERED IN CONNECTION WITH AN
                               INVESTMENT IN THE OFFERED CERTIFICATES.

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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STRUCTURE OF THE LIBOR CERTIFICATES                                             

DESCRIPTION OF PRINCIPAL AND INTEREST DISTRIBUTIONS                             

Principal will be paid as described under the definition of "Principal          
Distributions on the Certificates." Prior to the Stepdown Date all principal    
collected or advanced on the Mortgage Loans will be paid to the LIBOR           
Certificates as described herein. On or after the Stepdown Date, so long as no  
Trigger Event is in effect, the LIBOR Certificates will be paid, in order of    
seniority, principal only to the extent necessary to maintain their credit      
enhancement target. Excess interest will be available to support the            
overcollateralization target (which is one component of the credit support      
available to the certificateholders).                                           

Interest will be paid monthly, on all of the LIBOR Certificates, at a rate of   
one month LIBOR plus a margin that will step up after the Optional Clean-up Call
date, subject to the lesser of the WAC Cap or applicable loan group cap. The    
interest paid to each class will be reduced by their allocable share of         
prepayment interest shortfalls not covered by compensating interest and         
shortfalls resulting from the application of the Servicemembers Civil Relief    
Act, (or any similar state statute) allocated to such class. Any reductions in  
the Pass Through-Rate attributable to the WAC Cap or applicable loan group cap  
will be carried forward with interest at the applicable Pass Through-Rate       
(without regard to the WAC Cap or applicable loan group cap) as described below 
and will be payable after payment of all required principal payments on such    
future Distribution Dates.                                                      

DEFINITIONS                                                                     

CREDIT ENHANCEMENT. The LIBOR Certificates are credit enhanced by (1) the Net   
Monthly Excess Cash Flow from the Mortgage Loans, (2) 3.65%                     
overcollateralization (funded upfront) (after the Stepdown Date, so long as a   
Trigger Event is not in effect, the required overcollateralization will equal   
7.30% of the aggregate scheduled principal balance of the Mortgage Loans as of  
the last day of the related Due Period, subject to a floor equal to 0.50% of the
aggregate scheduled balance of the Mortgage Loans as of the Cut-off Date), and  
(3) subordination of distributions on the more subordinate classes of           
certificates to the required distributions on the more senior classes of        
certificates.                                                                   

CREDIT ENHANCEMENT PERCENTAGE. For any Distribution Date, the percentage        
obtained by dividing (x) the aggregate class certificate balance of the         
subordinate certificates (including any overcollateralization and taking into   
account the distributions of the Principal Distribution Amount for such         
Distribution Date) by (y) the aggregate scheduled principal balance of the      
Mortgage Loans as of the last day of the related Due Period.                    

STEPDOWN DATE. The earlier of (A) the date on which the aggregate class         
certificate balance of the Class A Certificates has been reduced to zero and (B)
the later to occur of:                                                          

(x) the Distribution Date occurring in December 2008; and                   

  (y) the first Distribution Date on which the Credit Enhancement Percentage for
the Class A Certificates is greater than or equal to 48.50%.                

CLASS   INITIAL SUBORDINATION PERCENTAGE(1)        STEPDOWN DATE PERCENTAGE     
-----   -----------------------------------        ------------------------     
A                   24.25%                                48.50%            
M-1                  20.25%                                40.50%             
M-2                  16.60%                                33.20%             
M-3                  14.05%                                28.10%             
M-4                  12.25%                                24.50%             
M-5                  10.45%                                20.90%             
M-6                   8.90%                                17.80%             
M-7                   7.25%                                14.50%             
M-8                   6.00%                                12.00%             
B-1                   4.75%                                 9.50%             
B-2                   3.65%                                 7.30%             

(1) Includes initial overcollateralization percentage.                          

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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TRIGGER EVENT. A Trigger Event is in effect on any Distribution Date if (i) on  
that Distribution Date the 60 Day+ Rolling Average equals or exceeds 32.00% of  
the prior period's Credit Enhancement Percentage to be specified in the         
Prospectus (the 60 Day+ Rolling Average will equal the rolling 3 month average  
percentage of Mortgage Loans that are 60 or more days delinquent, including     
Mortgage Loans in foreclosure, all REO property and Mortgage Loans where the    
related mortgagor has filed for bankruptcy) or (ii) during such period the      
aggregate amount of Realized Losses incurred since the Cut-off Date through the 
last day of the related Prepayment Period divided by the aggregate scheduled    
principal balance of the Mortgage Loans as of the Cut-off Date (the "Cumulative 
Realized Loss Percentage") exceeds the amounts set forth below:                 

                                                        [Enlarge/Download Table]

     DISTRIBUTION DATES                          CUMULATIVE REALIZED LOSS PERCENTAGE                 
-----------------------------  ----------------------------------------------------------------------
                                                                                                     
December 2007 - November 2008  1.50% for the first month, plus an additional 1/12th of 1.50% for each
                                                          month thereafter                           

December 2008 - November 2009  3.00% for the first month, plus an additional 1/12th of 1.50% for each
                                                          month thereafter                           

December 2009 - November 2010  4.50% for the first month, plus an additional 1/12th of 1.25% for each
                                                          month thereafter                           

December 2010 - November 2011  5.75% for the first month, plus an additional 1/12th of 0.65% for each
                                                          month thereafter                           

December 2011 and thereafter                                    6.40%                                

STEP-UP COUPONS. For all LIBOR Certificates the coupon will increase after the  
first Distribution Date on which the Optional Clean-up Call is exercisable,     
should the call not be exercised. The margin for the Class A Certificates will  
increase to 2 times the margin at issuance and the margin for the Class M and   
Class B Certificates will increase to 1.5 times the margin at issuance.         

CLASS A-1 PASS-THROUGH RATE. The Class A-1 Certificates will accrue interest at 
a variable rate per annum equal to the least of (i) one-month LIBOR plus 0.240% 
(0.480% after the first Distribution Date on which the Optional Clean-up Call is
exercisable), (ii) the Loan Group I WAC Cap and (iii) the WAC Cap.              

CLASS A-2A PASS-THROUGH RATE. The Class A-2A Certificates will accrue interest  
at a variable rate per annum equal to the least of (i) one-month LIBOR plus     
0.100% (0.200% after the first Distribution Date on which the Optional Clean-up 
Call is exercisable), (ii) the Loan Group II WAC Cap and (iii) the WAC Cap.     

CLASS A-2B PASS-THROUGH RATE. The Class A-2B Certificates will accrue interest  
at a variable rate per annum equal to the least of (i) one-month LIBOR plus     
0.170% (0.340% after the first Distribution Date on which the Optional Clean-up 
Call is exercisable), (ii) the Loan Group II WAC Cap and (iii) the WAC Cap.     

CLASS A-2C PASS-THROUGH RATE. The Class A-2C Certificates will accrue interest  
at a variable rate per annum equal to the least of (i) one-month LIBOR plus     
0.240% (0.480% after the first Distribution Date on which the Optional Clean-up 
Call is exercisable), (ii) the Loan Group II WAC Cap and (iii) the WAC Cap.     

CLASS A-2D PASS-THROUGH RATE. The Class A-2D Certificates will accrue interest  
at a variable rate per annum equal to the least of (i) one-month LIBOR plus     
0.340% (0.680% after the first Distribution Date on which the Optional Clean-up 
Call is exercisable), (ii) the Loan Group II WAC Cap and (iii) the WAC Cap.     

CLASS M-1 PASS-THROUGH RATE. The Class M-1 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 0.420%
(0.63% after the first Distribution Date on which the Optional Clean-up Call is 
exercisable) and (ii) the WAC Cap.                                              

CLASS M-2 PASS-THROUGH RATE. The Class M-2 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 0.430%
(0.645% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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CLASS M-3 PASS-THROUGH RATE. The Class M-3 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 0.460%
(0.690% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

CLASS M-4 PASS-THROUGH RATE. The Class M-4 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 0.600%
(0.900% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

CLASS M-5 PASS-THROUGH RATE. The Class M-5 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 0.630%
(0.945% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

CLASS M-6 PASS-THROUGH RATE. The Class M-6 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 0.700%
(1.050% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

CLASS M-7 PASS-THROUGH RATE. The Class M-7 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 1.350%
(2.025% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

CLASS M-8 PASS-THROUGH RATE. The Class M-8 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 1.500%
(2.250% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

CLASS B-1 PASS-THROUGH RATE. The Class B-1 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 2.100%
(3.150% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

CLASS B-2 PASS-THROUGH RATE. The Class B-2 Certificates will accrue interest at 
a variable rate per annum equal to the lesser of (i) one-month LIBOR plus 2.500%
(3.750% after the first Distribution Date on which the Optional Clean-up Call is
exercisable) and (ii) the WAC Cap.                                              

CLASS R CERTIFICATES are not entitled to receive any distributions of interest. 

WAC CAP. As to any Distribution Date, a per annum rate equal to the product of  
(i) 30 divided by the actual number of days in the applicable Interest Accrual  
Period and (ii) the sum of (A) the weighted average gross coupon of the Mortgage
Loans in effect on the beginning of the related Due Period less the Expense Fee 
Rate and (B) the swap receivable into the trust, if any, less swap payments out 
of the trust, if any, for that Distribution Date divided by the Mortgage Loan   
balance at the beginning of the related Due Period, multiplied by 12.           

LOAN GROUP I WAC CAP. As to any Distribution Date, a per annum rate equal to the
product of (i) 30 divided by the actual number of days in the applicable        
Interest Accrual Period and (ii) the sum of (A) the weighted average gross      
coupon of the Group I Mortgage Loans in effect on the beginning of the related  
Due Period less the Expense Fee Rate and (B) the swap receivable into the trust,
if any, less swap payments out of the trust, if any, for that Distribution Date 
divided by the Mortgage Loan balance at the beginning of the related Due Period,
multiplied by 12.                                                               

LOAN GROUP II WAC CAP. As to any Distribution Date, a per annum rate equal to   
the product of (i) 30 divided by the actual number of days in the applicable    
Interest Accrual Period and (ii) the sum of (A) the weighted average gross      
coupon of the Group II Mortgage Loans in effect on the beginning of the related 
Due Period less the Expense Fee Rate and (B) the swap receivable into the trust,
if any, less swap payments out of the trust, if any, for that Distribution Date 
divided by the Mortgage Loan balance at the beginning of the related Due Period,
multiplied by 12.                                                               

BASIS RISK CARRY FORWARD AMOUNT. As to any Distribution Date, and any class of  
LIBOR Certificates, a supplemental interest amount for each class which will    
equal the sum of: (i) the excess, if any, of interest that would otherwise be   
due on such class of certificates at such class' applicable pass-through rate   
(without regard to the WAC Cap or applicable group cap, as applicable) over     
interest due on such class of certificates at a rate equal to the WAC Cap or the
lesser of the WAC Cap or the applicable loan group cap, as applicable, (ii) any 
Basis Risk Carry Forward Amount for such class                                  

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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remaining unpaid from prior Distribution Dates and (iii) interest on the amount 
in clause (ii) at such class' applicable pass-through rate (without regard to   
the WAC Cap or applicable loan group cap, as applicable). In the event any class
of certificates is no longer outstanding, the applicable certificateholders will
not be entitled to receive Basis Risk Carry Forward Amounts for that class of   
certificates.                                                                   

ACCRUED CERTIFICATE INTEREST. For each class of LIBOR Certificates on any       
Distribution Date, the amount of interest accrued during the related Interest   
Accrual Period on the related class certificate balance immediately prior to    
such Distribution Date (or from the Closing Date in the case of the first       
Distribution Date) at the related pass-through rate as reduced by that class's  
share of net prepayment interest shortfalls and any shortfalls resulting from   
the application of the Servicemembers Civil Relief Act or any similar state     
statutes.                                                                       

INTEREST REMITTANCE AMOUNT ON THE LIBOR CERTIFICATES. For any Distribution Date,
the portion of funds available for distribution on such Distribution Date       
attributable to any net swap receipts and to interest received or advanced on   
the Mortgage Loans less the Expense Fee Rate, net swap payments and certain swap
termination payments owed to the swap provider.                                 

PRINCIPAL REMITTANCE AMOUNT.  On any Distribution Date, the sum of:             

      (1)     all scheduled payments of principal due during the related Due
              Period and received by the Servicer on or prior to the related
             determination date or advanced by the Servicer on the related
servicer remittance date,                       

 (2)     the principal portion of all partial and full prepayments
received during the related Prepayment Period,  

  (3)     the principal portion of all net liquidation proceeds, net
                condemnation proceeds and net insurance proceeds received during
                the month prior to the month during which such Distribution Date
occurs,                                         

        (4)     the principal portion of the repurchase price for any repurchase
       price for any repurchased Mortgage Loans, and that were
              repurchased during the period from the prior Distribution Date
               (or from the Closing Date in the case of the first Distribution
          Date) through the servicer remittance date for the current
Distribution Date,                              

     (5)     the principal portion of substitution adjustments received in
              connection with the substitution of a Mortgage Loan as of such
Distribution Date, and                          

      (6)     the principal portion of the termination price if the Optional
Clean-up Call is exercised.                     

BASIC PRINCIPAL DISTRIBUTION AMOUNT. On any Distribution Date, the excess of (i)
the aggregate Principal Remittance Amount over (ii) the Excess Subordinated     
Amount, if any.                                                                 

EXTRA PRINCIPAL DISTRIBUTION AMOUNT. For any Distribution Date, the lesser of   
(i) the excess of (x) interest collected or advanced on the Mortgage Loans for  
each Distribution Date (less the Expense Fee Rate and plus swap receipts, if    
any, and less net swap payments, if any) and available for distribution on such 
Distribution Date, over (y) the sum of interest payable on the LIBOR            
Certificates on such Distribution Date and (ii) the overcollateralization       
deficiency amount for such Distribution Date.                                   

PRINCIPAL DISTRIBUTION AMOUNT. On any Distribution Date, the sum of (i) the     
Basic Principal Distribution Amount and (ii) the Extra Principal Distribution   
Amount.                                                                         

GROUP I PRINCIPAL DISTRIBUTION AMOUNT. On any Distribution Date, the portion of 
the Principal Distribution Amount attributable to the Group I Mortgage Loans,   
determined in accordance with the Class A Principal Allocation Percentage for   
the Class A-1 Certificates.                                                     

GROUP II PRINCIPAL DISTRIBUTION AMOUNT. On any Distribution Date, the portion of
the Principal Distribution Amount attributable to the Group II Mortgage Loans,  
determined in accordance with the Class A Principal Allocation Percentage for   
the Class A-2 Certificates.                                                     

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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CLASS A PRINCIPAL ALLOCATION PERCENTAGE. For any Distribution Date, the         
percentage equivalent of a fraction, determined as follows: (i) in the case of  
the Class A-1 Certificates, the numerator of which is (x) the portion of the    
Principal Remittance Amount for such Distribution Date that is attributable to  
principal received or advanced on the Group I Mortgage Loans and the denominator
of which is (y) the Principal Remittance Amount for such Distribution Date; and 
(ii) in the case of the Class A-2 Certificates, the numerator of which is (x)   
the portion of the Principal Remittance Amount for such Distribution Date that  
is attributable to principal received or advanced on the Group II Mortgage Loans
and the denominator of which is (y) the Principal Remittance Amount for such    
Distribution Date.                                                              

NET MONTHLY EXCESS CASHFLOW. For any Distribution Date is the amount of         
available funds for such Distribution Date remaining after making all payments  
of interest and principal to the certificates.                                  

EXCESS SUBORDINATED AMOUNT. For any Distribution Date, means the excess, if any 
of (i) the actual overcollateralization, over (ii) the required                 
overcollateralization for such Distribution Date.                               

REALIZED LOSSES. With respect to any defaulted Mortgage Loan that is liquidated,
the amount of loss realized equal to the portion of the principal balance       
remaining unpaid after application of all liquidation proceeds, insurance       
proceeds and condemnation awards, net of amounts reimbursable to the applicable 
Servicer for the related advances and the applicable Expense Fee Rate in respect
of such Mortgage Loan.                                                          

CLASS A PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x) the
aggregate class certificate balance of the Class A Certificates immediately     
prior to such Distribution Date, over (y) the lesser of: (A) the product of (i) 
51.50% and (ii) the aggregate scheduled principal balance of the Mortgage Loans 
for such Distribution Date, and (B) the excess, if any, of the aggregate        
scheduled principal balance of the Mortgage Loans for such Distribution Date    
over 0.50% of the aggregate scheduled principal balance of the Mortgage Loans as
of the Cut-off Date.                                                            

CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date) and (B) the class certificate    
balance of the Class M-1 Certificates immediately prior to such Distribution    
Date, over (y) the lesser of: (A) the product of (i) 59.50% and (ii) the        
aggregate scheduled principal balance of the Mortgage Loans for such            
Distribution Date, and (B) the excess, if any, of the aggregate scheduled       
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), and (C) 
the class certificate balance of the Class M-2 Certificates immediately prior to
such Distribution Date, over (y) the lesser of: (A) the product of (i) 66.80%   
and (ii) the aggregate scheduled principal balance of the Mortgage Loans for    
such Distribution Date, and (B) the excess, if any, of the aggregate scheduled  
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the Class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), and (D) the class certificate balance of the Class M-3      
Certificates immediately prior to such Distribution Date, over (y) the lesser   
of: (A) the product of (i) 71.90% (ii) the aggregate scheduled principal balance
of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of
the aggregate scheduled principal balance of the Mortgage Loans for such        
Distribution Date over 0.50% of the aggregate scheduled principal balance of the
Mortgage Loans as of the Cut-off Date.                                          

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), and (E) the class certificate   
balance of the Class M-4 Certificates immediately prior to such Distribution    
Date, over (y) the lesser of: (A) the product of (i) 75.50% and (ii) the        
aggregate scheduled principal balance of the Mortgage Loans for such            
Distribution Date, and (B) the excess, if any, of the aggregate scheduled       
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), and (F) 
the class certificate balance of the Class M-5 Certificates immediately prior to
such Distribution Date, over (y) the lesser of: (A) the product of (i) 79.10%   
and (ii) the aggregate scheduled principal balance of the Mortgage Loans for    
such Distribution Date, and (B) the excess, if any, of the aggregate scheduled  
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the 
class certificate balance of the Class M-5 Certificates (after taking into      
account the payment of the Class M-5 Principal Distribution Amount on such      
Distribution Date), and (G) the class certificate balance of the Class M-6      
Certificates immediately prior to such Distribution Date, over (y) the lesser   
of: (A) the product of (i) 82.20% and (ii) the aggregate scheduled principal    
balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the aggregate scheduled principal balance of the Mortgage Loans for such
Distribution Date over 0.50% of the aggregate scheduled principal balance of the
Mortgage Loans as of the Cut-off Date.                                          

CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the 
class certificate balance of the Class M-5 Certificates (after taking into      
account the payment of the Class M-5 Principal Distribution Amount on such      
Distribution Date), (G) the class certificate balance of the Class M-6          
Certificates (after taking into account the payment of the Class M-6 Principal  
Distribution Amount on such Distribution Date) and (H) the class certificate    
balance of the Class M-7 Certificates immediately prior to such Distribution    
Date, over (y) the lesser of: (A) the product of (i) 85.50% and (ii) the        
aggregate scheduled principal balance of the Mortgage Loans for such            
Distribution Date, and (B) the excess, if any, of the aggregate scheduled       
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the 
class certificate balance of the Class M-5 Certificates (after taking into      
account the payment of the Class M-5 Principal Distribution Amount on such      
Distribution Date), (G) the class certificate balance of the Class M-6          
Certificates (after taking into account the payment of the Class M-6 Principal  
Distribution Amount on such Distribution Date), (H) the class certificate       
balance of the Class M-7 Certificates (after taking into account the payment of 
the Class M-7 Principal Distribution Amount on such Distribution Date) and (I)  
the class certificate balance of the Class M-8 Certificates immediately prior to
such Distribution Date, over (y) the lesser of: (A) the product of (i) 88.00%   
and (ii) the aggregate scheduled principal balance of the Mortgage Loans for    
such Distribution Date, and (B) the excess, if any, of the aggregate scheduled  
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

CLASS B-1 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the 
class certificate balance of the Class M-5 Certificates (after taking into      
account the payment of the Class M-5 Principal Distribution Amount on such      
Distribution Date), (G) the class certificate balance of the Class M-6          
Certificates (after taking into account the payment of the Class M-6 Principal  
Distribution Amount on such Distribution Date), (H) the class certificate       
balance of the Class M-7 Certificates (after taking into account the payment of 
the Class M-7 Principal Distribution Amount on such Distribution Date), (I) the 
class certificate balance of the Class M-8 Certificates (after taking into      
account the payment of the Class M-8 Principal Distribution Amount on such      
Distribution Date) and (J) the class certificate balance of the Class B-1       
Certificates immediately prior to such Distribution Date, over (y) the lesser   
of: (A) the product of (i) 90.50% and (ii) the aggregate scheduled principal    
balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the aggregate scheduled principal balance of the Mortgage Loans for such
Distribution Date over 0.50% of the aggregate scheduled principal balance of the
Mortgage Loans as of the Cut-off Date.                                          

CLASS B-2 PRINCIPAL DISTRIBUTION AMOUNT. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balance of the Class A          
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the 
class certificate balance of the Class M-5 Certificates (after taking into      
account the payment of the Class M-5 Principal Distribution Amount on such      
Distribution Date), (G) the class certificate balance of the Class M-6          
Certificates (after taking into account the payment of the Class M-6 Principal  
Distribution Amount on such Distribution Date), (H) the class certificate       
balance of the Class M-7 Certificates (after taking into account the payment of 
the Class M-7 Principal Distribution Amount on such Distribution Date), (I) the 
class certificate balance of the Class M-8 Certificates (after taking into      
account the payment of the Class M-8 Principal Distribution Amount on such      
Distribution Date), (J) the class certificate balance of the Class B-1          
Certificates (after taking into account the payment of the Class B-1 Principal  
Distribution Amount on such Distribution Date) and (K) the class certificate    
balance of the Class B-2 Certificates immediately prior to such Distribution    
Date, over (y) the lesser of: (A) the product of (i) 92.70% and (ii) the        
aggregate scheduled principal balance of the Mortgage Loans for such            
Distribution Date, and (B) the excess, if any, of the aggregate scheduled       
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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INTEREST DISTRIBUTIONS ON THE LIBOR CERTIFICATES. On each Distribution Date,    
distributions from available funds will be allocated as follows:                

(i)     to the Supplemental Interest Trust, net swap payments and certain swap  
termination payments owed to the swap provider, if any,         

(ii)    concurrently,                                                           

  (a)     from the Interest Remittance Amount related to the Group I
            Mortgage Loans, to the Class A-1 Certificates, their Accrued
        Certificate Interest, and any unpaid Accrued Certificate
Interest from prior Distribution Dates; and     

   (b)     from the Interest Remittance Amount related to the Group II
             Mortgage Loans, to the Class A-2A, Class A-2B, Class A-2C and
               Class A-2D Certificates, their Accrued Certificate Interest and
               any unpaid Accrued Certificate Interest from prior Distribution
             Dates, allocated based on their entitlement to those amounts,

    provided, that if the Interest Remittance Amount for either group of
        Mortgage Loans is insufficient to make the related payments set forth in
       clause (a) or (b) above, any Interest Remittance Amount relating to the
other group of Mortgage Loans remaining after making the related
        payments set forth in clause (a) or (b) above will be available to cover
that shortfall;                                                 

(iii)   from any remaining Interest Remittance Amount to the Class M            
       Certificates, sequentially, in ascending numerical order, their Accrued
Certificate Interest, and                                       

(iv)    from any remaining Interest Remittance Amount to the Class B            
       Certificates, sequentially, in ascending numerical order, their Accrued
Certificate Interest.                                           

PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES. On each Distribution Date (A) prior
to the Stepdown Date or (B) on which a Trigger Event is in effect, principal    
distributions from the Principal Distribution Amount will be allocated as       
follows:                                                                        

(i)     sequentially:                                                           

    (b)     concurrently, to the Class R Certificates, pro rata based on
        their respective class certificate balances, until their
                respective class certificate balances have been reduced to zero,
and                                             

(c)     concurrently,                                           

            (1)     to the Class A-1 Certificates, the Group I Principal
                Distribution Amount, until the class certificate
              balances thereof have been reduced to zero and

             (2)     to the Class A-2 Certificates, the Group II Principal
                    Distribution Amount, sequentially, to the Class A-2A
                        Certificates until the class certificate balance thereof
                     has been reduced to zero, the Class A-2B Certificates
                    until the class certificate balance thereof has been
                      reduced to zero, the Class A-2C Certificates until the
                     class certificate balance thereof has been reduced to
                    zero and the Class A-2D Certificates until the class
                     certificate balance thereof has been reduced to zero,

                        provided, that if after making distributions pursuant to
                      paragraphs (c)(1) and (c)(2) above on any Distribution
                      Date (without giving effect to this proviso) the class
                        certificate balance of any class of Class A certificates
                     is reduced to zero (considering the Class A-2A, Class
                   A-2B, Class A-2C and Class A-2D certificates as one
                      class for the purposes of this proviso only), then the
                       remaining amount of principal distributable pursuant to
                     this subsection (i)(c) to the Class A certificates on
                   that Distribution Date, and the amount of principal
                distributable to the Class A certificates on all
              subsequent Distribution Dates pursuant to this
                        subsection (i)(c), will be required to be distributed to
                        the other Class A certificates remaining outstanding (in
                      accordance with the paragraphs (c)(1) or (c)(2) above,
                        as applicable), until their respective class certificate
   balances have been reduced to zero;

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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(ii)    to the Class M Certificates, sequentially, in ascending numerical order,
      until their respective class certificate balances have been reduced to
zero, and                                                       

(iii)   to the Class B Certificates, sequentially, in ascending numerical order,
      until their respective class certificate balances have been reduced to
zero.                                                           

On each Distribution Date (A) on or after the Stepdown Date and (B) on which a  
Trigger Event is not in effect, the principal distributions from the Principal  
Distribution Amount will be allocated as follows:                               

(i)     concurrently,                                                           

(a)     to the Class A-1 Certificates, the lesser of the Group I
            Principal Distribution Amount and the portion of the Class A
               Principal Distribution Amount determined in accordance with the
                Class A Principal Allocation Percentage for these classes, until
                their respective class certificate balances have been reduced to
zero, and                                       

(b)     to the Class A-2A, Class A-2B, Class A-2C and Class A-2D
               Certificates, the lesser of the Group II Principal Distribution
            Amount and the portion of the Class A Principal Distribution
             Amount allocable to the Class A-2 Certificates, determined in
               accordance with the Class A Principal Allocation Percentage for
       these classes, allocated sequentially to the Class A-2A
            Certificates until the class certificate balance thereof has
              been reduced to zero, to the Class A-2B Certificates until the
              class certificate balance thereof has been reduced to zero, to
                the Class A-2C Certificates, until the class certificate balance
      thereof has been reduced to zero and to the Class A-2D
             Certificates, until the class certificate balance thereof has
been reduced to zero,                           

        provided, that if after making distributions pursuant to
              paragraphs (a) and (b) above on any Distribution Date (without
               giving effect to this proviso) the class certificate balance of
    any class of Class A Certificates is reduced to zero
             (considering the Class A-2A, Class A-2B, Class A-2C and Class
               A-2D Certificates as one class for the purposes of this proviso
           only), then the remaining amount of principal distributable
              pursuant to this subsection (i) to the Class A Certificates on
   that Distribution Date, and the amount of principal
           distributable to the Class A Certificates on all subsequent
           Distribution Dates pursuant to this subsection (i), will be
            required to be distributed to the other Class A Certificates
               remaining outstanding (in accordance with the paragraphs (a) or
        (b) above, as applicable), until their class certificate
balances have been reduced to zero;             

(ii)    to the Class M-1 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class M-1 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

(iii)   to the Class M-2 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class M-2 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

(iv)    to the Class M-3 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class M-3 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

(v)     to the Class M-4 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class M-4 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

(vi)    to the Class M-5 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class M-5 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

(vii)   to the Class M-6 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class M-6 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

(viii)  to the Class M-7 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class M-7 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

(ix)    to the Class M-8 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class M-8 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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(x)     to the Class B-1 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class B-1 Principal Distribution Amount,
   until their class certificate balance has been reduced to zero, and

(xi)    to the Class B-2 Certificates, the lesser of the remaining Principal    
    Distribution Amount and the Class B-2 Principal Distribution Amount,
until their class certificate balance has been reduced to zero, 

Notwithstanding the allocation of principal to the Class A Certificates         
described above, from and after the Distribution Date on which the aggregate    
class certificate balances of the Class M-1, Class M-2, Class M-3, Class M-4,   
Class M-5, Class M-6, Class M-7, Class M-8, Class B-1 and Class B-2 Certificates
and Class X certificates have been reduced to zero, any principal distributions 
allocated to the Class A Certificates are required to be allocated pro rata to  
the Class A-1 Certificates, on the one hand, and the Class A-2 Certificates, on 
the other hand, based on their respective class certificate balances, with the  
principal allocated to the Class A-2 Certificates, being allocated pro rata     
between the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates.     

ALLOCATION OF NET MONTHLY EXCESS CASHFLOW. For any Distribution Date, any Net   
Monthly Excess Cashflow shall be allocated sequentially as follows:             

(i)     sequentially, in ascending numerical order, to the Class M Certificates,
their unpaid interest amount,                                   

(ii)    sequentially, in ascending numerical order, to the Class B Certificates,
their unpaid interest amount,                                   

(iii)   concurrently, to the Class A-1 Certificates, any Basis Risk Carry       
      Forward Amounts for such class, and to the Class A-2 Certificates, any
      Basis Risk Carry Forward Amounts for such class, allocated pro rata by
their respective Basis Risk Carry Forward Amounts,              

(iv)    sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class  
M-5, Class M-6, Class M-7, Class M-8, Class B-1 and Class B-2   
        Certificates, any Basis Risk Carry Forward Amounts for such classes, and

(v)     to the holders of the Class X certificates, any remaining amounts.      

SUPPLEMENTAL INTEREST TRUST. Funds deposited into the Supplemental Interest     
Trust on a Distribution Date will include: the net swap payments owed to the    
Swap Provider for such Distribution Date and net swap receipts from the Swap    
Provider for such Distribution Date. Funds in the Supplemental Interest Trust   
will be distributed on each Distribution Date in the following order of         
priority:                                                                       

(i)     to the swap provider, any net swap payments and certain swap termination
       payment (other than a defaulted swap termination payment) owed for such
Distribution Date,                                              

(ii)    to the certificateholders, to pay interest according to sections (ii),  
        (iii) and (iv) of the "Interest Distributions on the LIBOR Certificates"
section, to the extent unpaid from other available funds,       

(iii)   to the certificateholders, to pay principal according to the section    
     "Principal Distributions on the Certificates", but only to the extent
    necessary to cause the overcollateralization to be maintained at the
  current overcollateralization amount (prior to distribution of any
amounts due), to the extent unpaid from other available funds,  

(iv)    to the certificateholders, to pay unpaid interest shortfall and Basis   
      Risk Carry Forward Amounts according to the section "Allocation of Net
        Monthly Excess Cashflow" to the extent unpaid, to the extent unpaid from
other available funds,                                          

(v)     to the swap provider, any defaulted swap termination payment owed for   
such Distribution Date, and                                     

(vi)    to the holders of the Class X certificates, any remaining amounts.      

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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ALLOCATION OF REALIZED LOSSES. All Realized Losses on the Mortgage Loans will be
allocated on each Distribution Date, first to the excess cash flow, second in   
reduction of the overcollateralization amount, third to the Class B-2           
Certificates, fourth to the Class B-1 Certificates, fifth to the Class M-8      
Certificates, sixth to the Class M-7 Certificates, seventh to the Class M-6     
Certificates, eighth to the Class M-5 Certificates, ninth to the Class M-4      
Certificates, tenth to the Class M-3 Certificates, eleventh to the Class M-2    
Certificates and twelfth to the Class M-1 Certificates. An allocation of any    
Realized Losses to a class of certificates on any Distribution Date will be made
by reducing its class certificate balance, after taking into account all        
distributions made on such Distribution Date. Realized Losses will not be       
allocated to Class A Certificates until the last scheduled Distribution Date.   

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-15

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REMAINING PREPAYMENT PENALTY TERM BY PRODUCT TYPE(1)                            

                                                        [Enlarge/Download Table]

PRODUCT                 NO PENALTY   1-12 MONTHS  13-24 MONTHS  25-36 MONTHS  37-48 MONTHS  49-60 MONTHS         TOTAL
--------------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
                                                                                                                      
2 YR ARM              $ 90,944,575  $ 14,349,152  $266,522,008  $  9,627,271  $          0  $    264,204  $381,707,210
2 YR ARM IO             85,466,060    15,301,170   214,307,543     4,720,645             0             0   319,795,417
3 YR ARM                13,757,334       829,213     1,080,356    23,466,261             0       127,423    39,260,586
3 YR ARM IO             11,012,671     2,211,248     1,937,086    24,207,685             0             0    39,368,690
5 YR ARM                   645,942             0        68,629     2,845,635             0             0     3,560,207
5 YR ARM IO              2,312,300       173,250       997,798     5,559,193             0             0     9,042,541
FIXED                   19,570,472     3,716,505     9,460,897    80,131,759             0       107,809   112,987,441
FIXED 15/30 BLN          4,418,811       852,964     5,105,365     2,934,303             0             0    13,311,444
FIXED 30/40 BLN          1,258,365             0       127,840     2,466,057             0             0     3,852,262
Fixed IO                 3,359,250       583,300     2,129,116     8,420,129             0        34,000    14,525,794
                      ------------  ------------  ------------  ------------  ------------  ------------  ------------
TOTAL:                $232,745,781  $ 38,016,801  $501,736,638  $164,378,937  $          0  $    533,436  $937,411,593
                      ============  ============  ============  ============  ============  ============  ============

                                                        [Enlarge/Download Table]

PRODUCT                NO PENALTY     1-12 MONTHS   13-24 MONTHS   25-36 MONTHS   37-48 MONTHS   49-60 MONTHS 
--------------------  ------------   ------------   ------------   ------------   ------------   ------------ 
                                                                                                              
2 YR ARM                      9.70%          1.53%         28.43%          1.03%          0.00%          0.03%
2 YR ARM IO                   9.12           1.63          22.86           0.50           0.00           0.00 
3 YR ARM                      1.47           0.09           0.12           2.50           0.00           0.01 
3 YR ARM IO                   1.17           0.24           0.21           2.58           0.00           0.00 
5 YR ARM                      0.07           0.00           0.01           0.30           0.00           0.00 
5 YR ARM IO                   0.25           0.02           0.11           0.59           0.00           0.00 
FIXED                         2.09           0.40           1.01           8.55           0.00           0.01 
FIXED 15/30 BLN               0.47           0.09           0.54           0.31           0.00           0.00 
FIXED 30/40 BLN               0.13           0.00           0.01           0.26           0.00           0.00 
Fixed IO                      0.36           0.06           0.23           0.90           0.00           0.00 
                      ------------   ------------   ------------   ------------   ------------   ------------ 
TOTAL:                       24.83%          4.06%         53.52%         17.54%          0.00%          0.06%
                      ============   ============   ============   ============   ============   ============ 

(1) All percentages calculated herein are percentages of scheduled principal    
balance as of the Statistical Calculation Date unless otherwise noted.  

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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BREAKEVEN CDR TABLE FOR THE OFFERED SUBORDINATE CERTIFICATES                    

The assumptions for the breakeven CDR table below are as follows:               

o     The Pricing Prepayment Assumptions (as defined on page 3 above) are   
applied                                                         
  o     1-month and 6-month Forward LIBOR curves as of October 31, 2005 are used
o     40% loss severity                                                     
o     There is a 6 month lag in recoveries                                  
  o     Priced to call with collateral losses calculated through the life of the
applicable bond                                                 
o     Certificates are priced at par                                        
o     Assumes bonds pay on 25th of month                                    
o     Assumes initial marketing spreads and structure                       

                                                        [Enlarge/Download Table]

                                 FIRST DOLLAR OF LOSS            LIBOR FLAT                 0% RETURN         
                                ----------------------    -----------------------    -----------------------  
                                                                                                              
CLASS M-1  CDR (%)                               38.96                      39.09                      40.72  
           Yield (%)                            5.2133                     4.7836                     0.0330  
           WAL                                    3.26                       3.26                       3.15  
           Modified Duration                     2.973                      2.978                       2.96  
           Principal Window              Feb09 - Feb09              Feb09 - Feb09              Jan09 - Jan09  
           Principal Writedown         31,529.31 (0.08)%         590,765.83 (1.59)%      6,127,203.28 (16.49)%
           Total Collat Loss     213,728,521.68 (23.01)%    214,229,886.36 (23.06)%    218,690,640.75 (23.55)%

CLASS M-2  CDR (%)                               30.29                      30.42                      31.77  
           Yield (%)                            5.2680                     4.7917                     0.0324  
           WAL                                    3.76                       3.76                       3.63  
           Modified Duration                     3.379                       3.39                      3.375  
           Principal Window              Aug09 - Aug09              Aug09 - Aug09              Jul09 - Jul09  
           Principal Writedown          9,671.83 (0.03)%         669,571.08 (1.98)%      6,482,167.48 (19.12)%
           Total Collat Loss     186,601,356.72 (20.09)%    187,183,659.82 (20.15)%    191,836,644.65 (20.65)%

CLASS M-3  CDR (%)                               25.30                      25.39                      26.31  
           Yield (%)                            5.2929                     4.8130                     0.0152  
           WAL                                    4.09                       4.09                       3.96  
           Modified Duration                     3.645                      3.651                      3.645  
           Principal Window              Dec09 - Dec09              Dec09 - Dec09              Nov09 - Nov09  
           Principal Writedown         26,098.44 (0.11)%         536,269.68 (2.26)%      4,996,328.25 (21.09)%
           Total Collat Loss     167,708,645.31 (18.06)%    168,155,804.33 (18.10)%    171,593,403.44 (18.47)%

CLASS M-4  CDR (%)                               22.08                      22.24                      22.80  
           Yield (%)                            5.4125                     4.8403                     0.0360  
           WAL                                    4.43                       4.34                       4.29  
           Modified Duration                      3.89                       3.83                       3.89  
           Principal Window              Apr10 - Apr10              Mar10 - Mar10              Mar10 - Mar10  
           Principal Writedown         49,937.17 (0.30)%         504,200.11 (3.02)%      3,910,539.26 (23.39)%
           Total Collat Loss     154,941,235.94 (16.68)%    154,904,302.10 (16.68)%    157,871,686.03 (17.00)%

CLASS M-5  CDR (%)                               19.25                      19.40                      19.94  
           Yield (%)                            5.4948                     4.7915                     0.0379  
           WAL                                    4.68                       4.59                       4.51  
           Modified Duration                     4.081                      4.027                       4.08  
           Principal Window              Jul10 - Jul10              Jun10 - Jun10              Jun10 - Jun10  
           Principal Writedown         15,311.79 (0.09)%         610,836.67 (3.65)%      4,145,474.44 (24.80)%
           Total Collat Loss     141,674,228.54 (15.25)%    141,765,178.59 (15.26)%    144,834,593.92 (15.59)%

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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BREAKEVEN CDR TABLE FOR THE OFFERED SUBORDINATE CERTIFICATES (CONTINUED)        

The assumptions for the breakeven CDR table below are as follows:               

o     The Pricing Prepayment Assumptions (as defined on page 3 above) are   
applied                                                         
  o     1-month and 6-month Forward LIBOR curves as of October 31, 2005 are used
o     40% loss severity                                                     
o     There is a 6 month lag in recoveries                                  
  o     Priced to call with collateral losses calculated through the life of the
applicable bond                                                 
o     Certificates are priced at par                                        
o     Assumes bonds pay on 25th of month                                    
o     Assumes initial marketing spreads and structure                       

                                                        [Enlarge/Download Table]

                                 FIRST DOLLAR OF LOSS            LIBOR FLAT                 0% RETURN         
                                ----------------------    -----------------------    -----------------------  
                                                                                                              
CLASS M-6  CDR (%)                               17.04                      17.11                      17.57  
           Yield (%)                            5.4856                     4.8570                     0.1072  
           WAL                                    4.84                       4.84                       4.74  
           Modified Duration                     4.205                       4.21                      4.266  
           Principal Window              Sep10 - Sep10              Sep10 - Sep10              Sep10 - Sep10  
           Principal Writedown         65,860.97 (0.46)%         554,199.18 (3.85)%      3,750,766.92 (26.05)%
           Total Collat Loss     130,024,122.05 (14.00)%    130,450,265.32 (14.04)%    133,231,489.13 (14.34)%
CLASS M-7  CDR (%)                               14.80                      14.95                      15.44  
           Yield (%)                            6.1398                     4.8577                     0.0996  
           WAL                                    5.09                       5.08                       4.84  
           Modified Duration                      4.32                      4.332                       4.32  
           Principal Window              Dec10 - Dec10              Dec10 - Dec10              Nov10 - Nov10  
           Principal Writedown         17,435.01 (0.11)%       1,131,049.13 (7.38)%      4,509,239.41 (29.42)%
           Total Collat Loss     117,815,801.19 (12.68)%    118,787,706.66 (12.79)%    121,339,172.01 (13.06)%

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-18

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SENSITIVITY TABLE FOR THE OFFERED CERTIFICATES - TO MATURITY                    

The assumptions for the sensitivity table below are as follows:                 

o     The Pricing Prepayment Assumptions (as defined on page 3 above) are   
applied                                                         
o     1-month and 6-month LIBOR remain static                               
o     10% Clean Up Call is not exercised                                    
o     Assumes initial marketing spreads and structure                       

                                                        [Enlarge/Download Table]

                             50 PPA    75 PPA   100 PPA   125 PPA   150 PPA   175 PPA 
                            --------  --------  --------  --------  --------  --------
                                                                                      
CLASS A-1   WAL                5.14      3.52     2.60      1.92      1.30      1.12  
            First Prin Pay      1         1        1         1         1         1    
            Last Prin Pay      325       253      192       151        35        29   

CLASS A-2A  WAL                1.72      1.21     0.95      0.79      0.68      0.60  
            First Prin Pay      1         1        1         1         1         1    
            Last Prin Pay       41        28       21        17        14        12   

CLASS A-2B  WAL                4.12      2.77     2.09      1.68      1.40      1.20  
            First Prin Pay      41        28       21        17        14        12   
            Last Prin Pay       58        39       29        23        19        16   

CLASS A-2C  WAL                6.98      4.68     3.25      2.29      1.89      1.60  
            First Prin Pay      58        39       29        23        19        16   
            Last Prin Pay      116        78       58        32        26        22   

CLASS A-2D  WAL               15.08     10.47     7.78      5.47      2.56      2.15  
            First Prin Pay     116        78       58        32        26        22   
            Last Prin Pay      325       255      194       153        35        30   

CLASS M-1   WAL               10.68      7.29     5.63      5.34      7.04      5.80  
            First Prin Pay      58        39       43        52        64        53   
            Last Prin Pay      302       225      170       133       123       101   

CLASS M-2   WAL               10.66      7.27     5.56      4.97      5.11      4.22  
            First Prin Pay      58        39       41        47        52        43   
            Last Prin Pay      295       217      163       127       103        84   

CLASS M-3   WAL               10.64      7.25     5.52      4.79      4.58      3.79  
            First Prin Pay      58        39       40        44        48        39   
            Last Prin Pay      286       208      156       122        98        81   

CLASS M-4   WAL               10.62      7.23     5.48      4.69      4.35      3.60  
            First Prin Pay      58        39       39        43        45        37   
            Last Prin Pay      278       200      150       117        94        78   

CLASS M-5   WAL               10.59      7.21     5.45      4.62      4.21      3.49  
            First Prin Pay      58        39       39        41        43        36   
            Last Prin Pay      271       194      145       113        91        75   

CLASS M-6   WAL               10.56      7.18     5.42      4.56      4.10      3.39  
            First Prin Pay      58        39       38        41        41        34   
            Last Prin Pay      263       187      140       109        88        72   

CLASS M-7   WAL               10.51      7.14     5.38      4.49      4.00      3.31  
            First Prin Pay      58        39       38        40        40        33   
            Last Prin Pay      254       179      134       104        84        69   

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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SENSITIVITY TABLE FOR THE OFFERED CERTIFICATES - TO CALL                        

The assumptions for the sensitivity table below are as follows:                 

o     The Pricing Prepayment Assumptions (as defined on page 3 above) are   
applied                                                         
o     1-month and 6-month LIBOR remain static                               
o     10% Clean Up Call is exercised on the first possible date             
o     Assumes initial marketing spreads and structure                       

                                                        [Enlarge/Download Table]

                             50 PPA    75 PPA   100 PPA   125 PPA   150 PPA   175 PPA 
                            --------  --------  --------  --------  --------  --------
                                                                                      
CLASS A-1   WAL                4.83     3.27      2.41      1.78      1.30      1.12  
            First Prin Pay      1        1         1         1         1         1    
            Last Prin Pay      176      119        88        69        35        29   

CLASS A-2A  WAL                1.72     1.21      0.95      0.79      0.68      0.60  
            First Prin Pay      1        1         1         1         1         1    
            Last Prin Pay       41       28        21        17        14        12   

CLASS A-2B  WAL                4.12     2.77      2.09      1.68      1.40      1.20  
            First Prin Pay      41       28        21        17        14        12   
            Last Prin Pay       58       39        29        23        19        16   

CLASS A-2C  WAL                6.98     4.68      3.25      2.29      1.89      1.60  
            First Prin Pay      58       39        29        23        19        16   
            Last Prin Pay      116       78        58        32        26        22   

CLASS A-2D  WAL               13.10     8.84      6.54      4.50      2.56      2.15  
            First Prin Pay     116       78        58        32        26        22   
            Last Prin Pay      176      119        88        69        35        30   

CLASS M-1   WAL                9.79     6.59      5.10      4.93      4.59      3.84  
            First Prin Pay      58       39        43        52        55        46   
            Last Prin Pay      176      119        88        69        55        46   

CLASS M-2   WAL                9.79     6.59      5.04      4.57      4.57      3.81  
            First Prin Pay      58       39        41        47        52        43   
            Last Prin Pay      176      119        88        69        55        46   

CLASS M-3   WAL                9.79     6.59      5.01      4.40      4.26      3.54  
            First Prin Pay      58       39        40        44        48        39   
            Last Prin Pay      176      119        88        69        55        46   

CLASS M-4   WAL                9.79     6.59      4.99      4.31      4.04      3.36  
            First Prin Pay      58       39        39        43        45        37   
            Last Prin Pay      176      119        88        69        55        46   

CLASS M-5   WAL                9.79     6.59      4.98      4.26      3.91      3.25  
            First Prin Pay      58       39        39        41        43        36   
            Last Prin Pay      176      119        88        69        55        46   

CLASS M-6   WAL                9.79     6.59      4.97      4.21      3.81      3.17  
            First Prin Pay      58       39        38        41        41        34   
            Last Prin Pay      176      119        88        69        55        46   

CLASS M-7   WAL                9.79     6.59      4.96      4.17      3.73      3.11  
            First Prin Pay      58       39        38        40        40        33   
            Last Prin Pay      176      119        88        69        55        46   

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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EXCESS SPREAD. The information in the following table has been prepared in      
accordance with the following assumptions (i) One and Six-month LIBOR increase  
in accordance with the LIBOR Forward Curves as of the close of business on      
October 31, 2005, (ii) daycount convention of 30/360 is applied and (iii)       
prepayments on the mortgage loans occur at the Pricing Prepayment Assumption. It
is highly unlikely, however, that prepayments on the mortgage loans will occur  
at the Pricing Prepayment Assumption or at any other constant percentage. There 
is no assurance, therefore, of whether or to what extent the actual excess      
spread on any distribution date will conform to the corresponding rate set forth
for that Distribution Date in the following table. The information in the       
following table has been prepared using initial marketing spreads and structure.

DISTRIBUTION       EXCESS                                   
PERIOD        DATE         SPREAD (%)                                           
------   --------------   ------------                                          
1          Dec-05          1.6346                                           
2          Jan-06          2.0994                                           
3          Feb-06          2.0961                                           
4          Mar-06          2.1483                                           
5          Apr-06          2.0868                                           
6          May-06          2.1062                                           
7          Jun-06          2.0787                                           
8          Jul-06          2.1026                                           
9          Aug-06          2.0676                                           
10         Sep-06          2.0625                                           
11         Oct-06          2.0988                                           
12         Nov-06          2.0517                                           
13         Dec-06          2.0987                                           
14         Jan-07          2.0416                                           
15         Feb-07          2.0461                                           
16         Mar-07          2.2242                                           
17         Apr-07          2.0459                                           
18         May-07          2.1115                                           
19         Jun-07          2.0428                                           
20         Jul-07          2.1129                                           
21         Aug-07          2.0535                                           
22         Sep-07          4.1635                                           
23         Oct-07          4.3026                                           
24         Nov-07          4.1607                                           
25         Dec-07          4.3001                                           
26         Jan-08          4.1497                                           
27         Feb-08          4.1642                                           
28         Mar-08          5.0651                                           
29         Apr-08          4.7814                                           
30         May-08          4.9209                                           
31         Jun-08          4.7759                                           
32         Jul-08          4.9174                                           
33         Aug-08          4.9236                                           
34         Sep-08          5.0312                                           
35         Oct-08          5.1776                                           
36         Nov-08          5.0231                                           
37         Dec-08          5.1694                                           
38         Jan-09          4.9216                                           
39         Feb-09          5.0017                                           
40         Mar-09          5.5235                                           
41         Apr-09          5.0557                                           
42         May-09          5.2060                                           
43         Jun-09          5.0450                                           
44         Jul-09          5.1940                                           
45         Aug-09          5.0436                                           
46         Sep-09          5.0840                                           
47         Oct-09          5.2320                                           
48         Nov-09          5.0655                                           
49         Dec-09          5.2106                                           
50         Jan-10          5.0199                                           
51         Feb-10          5.0352                                           
52         Mar-10          5.5294                                           
53         Apr-10          5.0434                                           
54         May-10          5.1967                                           
55         Jun-10          5.0313                                           
56         Jul-10          5.1863                                           
57         Aug-10          5.0280                                           
58         Sep-10          5.0656                                           
59         Oct-10          5.2289                                           
60         Nov-10          5.0645                                           
61         Dec-10          5.2116                                           
62         Jan-11          5.0138                                           
63         Feb-11          5.0359                                           
64         Mar-11          5.5565                                           
65         Apr-11          5.0399                                           
66         May-11          5.2064                                           
67         Jun-11          5.0297                                           
68         Jul-11          5.1967                                           
69         Aug-11          5.0217                                           
70         Sep-11          5.0373                                           
71         Oct-11          5.2019                                           
72         Nov-11          5.0246                                           
73         Dec-11          5.1912                                           
74         Jan-12          4.9917                                           
75         Feb-12          5.0106                                           
76         Mar-12          5.3644                                           
77         Apr-12          5.0139                                           
78         May-12          5.1800                                           
79         Jun-12          5.0010                                           
80         Jul-12          5.1665                                           
81         Aug-12          4.9864                                           
82         Sep-12          5.0082                                           
83         Oct-12          5.1735                                           
84         Nov-12          4.9916                                           
85         Dec-12          5.1571                                           
86         Jan-13          4.9633                                           
87         Feb-13          4.9697                                           
88         Mar-13          5.5090                                           
89         Apr-13          4.6541                                           
90         May-13          4.8310                                           
91         Jun-13          4.6392                                           
92         Jul-13          4.8173                                           
93         Aug-13          4.6253                                           
94         Sep-13          4.6458                                           
95         Oct-13          4.8245                                           
96         Nov-13          4.6318                                           
97         Dec-13          4.8098                                           
98         Jan-14          4.6044                                           
99         Feb-14          4.6105                                           
100         Mar-14          5.1856                                            
101         Apr-14          4.6177                                            
102         May-14          4.7965                                            
103         Jun-14          4.6125                                            
104         Jul-14          4.8116                                            
105         Aug-14          4.6381                                            
106         Sep-14          4.6768                                            
107         Oct-14          4.8745                                            
108         Nov-14          4.7041                                            
109         Dec-14          4.9027                                            
110         Jan-15          4.7235                                            
111         Feb-15          4.7536                                            
112         Mar-15          5.3385                                            
113         Apr-15          4.8072                                            
114         May-15          5.0041                                            
115         Jun-15          4.8395                                            
116         Jul-15          5.0348                                            
117         Aug-15          4.8751                                            
118         Sep-15          4.9234                                            
119         Oct-15          5.1192                                            
120         Nov-15          4.9597                                            

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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WAC CAP, LOAN GROUP I CAP AND LOAN GROUP II CAP. The information in the         
following table has been prepared in accordance with the following assumptions  
(i) one and six-month LIBOR remain constant at 20.00%, (ii) day count convention
of actual/360 is applied, and (iii) prepayments on the mortgage loans occur at  
the Pricing Prepayment Assumption. It is highly unlikely, however, that         
prepayments on the mortgage loans will occur at the Pricing Prepayment          
Assumption or at any other constant percentage. There is no assurance,          
therefore, of whether or to what extent the actual mortgage rates on the        
mortgage loans on any distribution date will conform to the corresponding rate  
set forth for that distribution date in the following table. This table is based
on initial marketing structure and spreads.                                     

                     LOAN       LOAN
DISTRIBUTION                 GROUP I   GROUP II       
PERIOD         DATE       WAC CAP (%)   CAP (%)    CAP (%)                  
----------   ------------   -----------   -------   --------                    
1          Dec-05          20.7408   20.7933    20.6688               
2          Jan-06          21.1609   21.2168    21.0842               
3          Feb-06          20.9953   21.0512    20.9185               
4          Mar-06          21.0779   21.1398    20.9929               
5          Apr-06          20.5728   20.6287    20.4960               
6          May-06          20.4049   20.4627    20.3255               
7          Jun-06          20.0203   20.0763    19.9435               
8          Jul-06          19.7900   19.8479    19.7105               
9          Aug-06          19.3281   19.3842    19.2512               
10          Sep-06          18.9301   18.9862    18.8532                
11          Oct-06          18.6506   18.7085    18.5711                
12          Nov-06          18.1619   18.2179    18.0849                
13          Dec-06          17.9080   17.9659    17.8285                
14          Jan-07          17.4292   17.4853    17.3523                
15          Feb-07          17.0755   17.1316    16.9986                
16          Mar-07          17.1392   17.2013    17.0541                
17          Apr-07          16.3926   16.4490    16.3151                
18          May-07          16.1962   16.2546    16.1162                
19          Jun-07          15.7396   15.7955    15.6630                
20          Jul-07          15.5650   15.6217    15.4873                
21          Aug-07          15.1314   15.1701    15.0783                
22          Sep-07          11.5070   11.5936    11.3881                
23          Oct-07          11.7271   11.8163    11.6048                
24          Nov-07          11.3965   11.4829    11.2782                
25          Dec-07          11.6145   11.7036    11.4925                
26          Jan-08          11.2859   11.3717    11.1683                
27          Feb-08          11.2377   11.3181    11.1276                
28          Mar-08          12.5156   12.6146    12.3800                
29          Apr-08          11.8465   11.9391    11.7196                
30          May-08          12.0962   12.1919    11.9651                
31          Jun-08          11.7465   11.8390    11.6199                
32          Jul-08          11.9997   12.0949    11.8693                
33          Aug-08          11.8053   11.8636    11.7255                
34          Sep-08          12.0252   12.1249    11.8886                
35          Oct-08          12.3369   12.4405    12.1950                
36          Nov-08          11.9676   12.0680    11.8303                
37          Dec-08          12.2782   12.3817    12.1365                
38          Jan-09          11.9100   12.0098    11.7733                
39          Feb-09          11.9405   12.0245    11.8256                
40          Mar-09          13.8277   13.9491    13.6615                
41          Apr-09          12.6232   12.7329    12.4729                
42          May-09          12.9630   13.0765    12.8077                
43          Jun-09          12.5690   12.6788    12.4187                
44          Jul-09          12.9101   13.0236    12.7547                
45          Aug-09          12.5704   12.6694    12.4349                
46          Sep-09          12.5916   12.6936    12.4521                
47          Oct-09          12.9381   13.0438    12.7935                
48          Nov-09          12.5422   12.6445    12.4022                
49          Dec-09          12.8895   12.9952    12.7448                
50          Jan-10          12.4942   12.5966    12.3541                
51          Feb-10          12.5194   12.6109    12.3944                
52          Mar-10          13.7303   13.8432    13.5759                
53          Apr-10          12.5045   12.6067    12.3647                
54          May-10          12.8568   12.9625    12.7123                
55          Jun-10          12.4603   12.5626    12.3205                
56          Jul-10          12.8138   12.9194    12.6695                
57          Aug-10          12.4227   12.5263    12.2810                
58          Sep-10          12.4324   12.5376    12.2885                
59          Oct-10          12.7510   12.8588    12.6036                
60          Nov-10          12.3553   12.4597    12.2127                
61          Dec-10          11.9299   12.0378    11.7824                
62          Jan-11          11.5422   11.6466    11.3994                
63          Feb-11          11.5409   11.6458    11.3974                
64          Mar-11          12.7849   12.9018    12.6252                
65          Apr-11          11.5461   11.6514    11.4021                
66          May-11          11.9279   12.0368    11.7791                
67          Jun-11          11.5402   11.6456    11.3961                
68          Jul-11          11.9218   12.0308    11.7730                
69          Aug-11          11.5359   11.6418    11.3911                
70          Sep-11          11.5426   11.6492    11.3970                
71          Oct-11          11.9257   12.0355    11.7756                
72          Nov-11          11.5380   11.6443    11.3927                
73          Dec-11          11.9195   12.0294    11.7693                
74          Jan-12          11.5321   11.6384    11.3868                
75          Feb-12          11.5307   11.6376    11.3846                
76          Mar-12          12.3309   12.4442    12.1761                
77          Apr-12          11.5337   11.6394    11.3892                
78          May-12          11.9150   12.0244    11.7657                
79          Jun-12          11.5277   11.6335    11.3831                
80          Jul-12          11.9088   12.0182    11.7594                
81          Aug-12          11.5217   11.6276    11.3770                
82          Sep-12          11.5188   11.6246    11.3742                
83          Oct-12          11.8996   12.0090    11.7502                
84          Nov-12          11.5128   11.6186    11.3681                
85          Dec-12          11.8934   12.0028    11.7439                
86          Jan-13          11.5067   11.6127    11.3620                
87          Feb-13          11.5037   11.6097    11.3590                
88          Mar-13          12.7329   12.8503    12.5727                
89          Apr-13          11.4977   11.6037    11.3529                
90          May-13          11.8778   11.9874    11.7282                

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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                     LOAN       LOAN
DISTRIBUTION                 GROUP I   GROUP II       
PERIOD         DATE       WAC CAP (%)   CAP (%)    CAP (%)                  
----------   ------------   -----------   -------  ----------                   
91          Jun-13          11.4917   11.5977    11.3468                
92          Jul-13          11.8716   11.9812    11.7219                
93          Aug-13          11.4856   11.5917    11.3408                
94          Sep-13          11.4826   11.5887    11.3377                
95          Oct-13          11.8622   11.9719    11.7125                
96          Nov-13          11.4766   11.5827    11.3317                
97          Dec-13          11.8560   11.9657    11.7062                
98          Jan-14          11.4705   11.5767    11.3256                
99          Feb-14          11.4675   11.5737    11.3226                
100          Mar-14          12.6928   12.8104    12.5323                 
101          Apr-14          11.4615   11.5676    11.3165                 
102          May-14          11.8404   11.9501    11.6906                 
103          Jun-14          11.4554   11.5616    11.3105                 
104          Jul-14          11.8341   11.9438    11.6844                 
105          Aug-14          11.4494   11.5555    11.3044                 
106          Sep-14          11.4464   11.5525    11.3014                 
107          Oct-14          11.8248   11.9345    11.6750                 
108          Nov-14          11.4403   11.5465    11.2954                 
109          Dec-14          11.8185   11.9282    11.6688                 
110          Jan-15          11.4343   11.5404    11.2894                 
111          Feb-15          11.4313   11.5374    11.2864                 
112          Mar-15          12.6527   12.7702    12.4924                 
113          Apr-15          11.4252   11.5313    11.2804                 
114          May-15          11.8029   11.9125    11.6534                 
115          Jun-15          11.4192   11.5252    11.2745                 
116          Jul-15          11.7967   11.9063    11.6472                 
117          Aug-15          11.4132   11.5192    11.2685                 
118          Sep-15          11.4102   11.5161    11.2656                 
119          Oct-15          11.7874   11.8968    11.6380                 
120          Nov-15          11.4041   11.5100    11.2596                 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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SWAP AGREEMENT. On the Closing Date, the Trustee will enter into a swap         
agreement with an initial swap notional amount of $875,403,485. Under the swap  
agreement, on each Distribution Date prior to the termination of the swap       
agreement, the trust shall be obligated to pay an amount equal to a per annum   
rate of 4.77% (on a 30/360 basis) on the lesser of the swap notional amount and 
the aggregate class certificate balance of the LIBOR Certificates to the swap   
provider and the trust will be entitled to receive an amount equal to a per     
annum rate of 1-month LIBOR (on a actual/360 basis) on the lesser of the swap   
notional amount and the aggregate class certificate balance of the LIBOR        
Certificates from the swap provider. Only the net amount of the two obligations 
above will be paid by the appropriate party.                                    

 SWAP SCHEDULE

       SWAP NOTIONAL
PERIOD      DISTRIBUTION DATE       AMOUNT ($)                              
----------   --------------------   ---------------                             
1            Dec-05              875,403,485                          
2            Jan-06              858,185,238                          
3            Feb-06              837,907,380                          
4            Mar-06              814,633,175                          
5            Apr-06              788,456,008                          
6            May-06              759,500,888                          
7            Jun-06              727,922,451                          
8            Jul-06              693,906,832                          
9            Aug-06              657,671,479                          
10            Sep-06              619,739,782                           
11            Oct-06              583,812,763                           
12            Nov-06              549,810,063                           
13            Dec-06              517,628,286                           
14            Jan-07              487,169,608                           
15            Feb-07              458,341,473                           
16            Mar-07              431,056,311                           
17            Apr-07              405,231,269                           
18            May-07              380,787,956                           
19            Jun-07              357,652,201                           
20            Jul-07              335,753,863                           
21            Aug-07              315,026,500                           
22            Sep-07               94,754,310                           
23            Oct-07               90,156,086                           
24            Nov-07               85,782,602                           
25            Dec-07               81,622,785                           
26            Jan-08               77,666,114                           
27            Feb-08               73,902,587                           
28            Mar-08               70,322,703                           
29            Apr-08               66,917,429                           
30            May-08               63,678,181                           
31            Jun-08               60,596,802                           
32            Jul-08               57,665,536                           
33            Aug-08               54,877,016                           
34            Sep-08               38,076,748                           
35            Oct-08               36,331,024                           
36            Nov-08               34,665,309                           
37            Dec-08               33,075,933                           
38            Jan-09               31,559,397                           
39            Feb-09               30,112,359                           
40            Mar-09               28,731,633                           
41            Apr-09               27,414,179                           
42            May-09               26,157,096                           
43            Jun-09               24,957,617                           
44            Jul-09               23,813,101                           
45            Aug-09               22,721,029                           
46            Sep-09               21,678,998                           
47            Oct-09               20,684,713                           
48            Nov-09               19,735,987                           
49            Dec-09               18,830,731                           
50            Jan-10               17,966,955                           
51            Feb-10               17,142,758                           
52            Mar-10               16,356,325                           
53            Apr-10               15,605,927                           
54            May-10               14,889,914                           
55            Jun-10               14,206,709                           
56            Jul-10               13,554,809                           
57            Aug-10               12,932,758                           
58            Sep-10               12,338,307                           
59            Oct-10               11,202,362                           
60            Nov-10               10,691,634                           
61         Dec-10 onwards                0.00                           

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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AGGREGATE MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  

SCHEDULED PRINCIPAL BALANCE:                            $    937,411,593        
NUMBER OF MORTGAGE LOANS:                                          6,250        
AVERAGE SCHEDULED PRINCIPAL BALANCE:                    $        149,986        
WEIGHTED AVERAGE GROSS COUPON:                                     7.535%       
WEIGHTED AVERAGE NET COUPON: (2)                                   7.025%       
WEIGHTED AVERAGE CURRENT FICO SCORE:                                 639        
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                               80.92%       
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                      82.50%       
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                     354        
WEIGHTED AVERAGE SEASONING(MONTHS):                                    2        
WEIGHTED AVERAGE MONTHS TO ROLL: (3)                                  23        
WEIGHTED AVERAGE GROSS MARGIN: (3)                                  6.47%       
WEIGHTED AVERAGE INITIAL RATE CAP: (3)                              2.99%       
WEIGHTED AVERAGE PERIODIC RATE CAP: (3)                             1.02%       
WEIGHTED AVERAGE GROSS MAXIMUM LIFETIME RATE: (3)                  13.52%       

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.
       (3)     Represents the weighted average of the adjustable rate mortgage
loans.                                          

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                              PCT. OF    WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                  POOL BY      AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
  CURRENT PRINCIPAL    OF      PRINCIPAL     PRINCIPAL    GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       BALANCE        LOANS     BALANCE       BALANCE     COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below          444  $ 13,329,653        1.42%    10.137%       642  $  30,022     95.39%     62.54%     91.34%
$50,001 - $75,000        778    49,388,463        5.27      8.309        633     63,481     84.06      61.24      86.67 
$75,001 - $100,000       955    84,642,862        9.03      7.902        630     88,631     83.13      58.98      90.45 
$100,001 - $125,000      958   107,656,818       11.48      7.642        630    112,377     82.81      55.92      92.05 
$125,001 - $150,000      811   111,141,596       11.86      7.582        633    137,043     82.60      51.14      93.07 
$150,001 - $200,000      961   166,897,553       17.80      7.439        635    173,671     82.50      45.75      92.19 
$200,001 - $250,000      527   117,733,999       12.56      7.374        638    223,404     82.47      38.50      93.11 
$250,001 - $300,000      328    89,893,905        9.59      7.229        643    274,067     81.85      36.74      93.97 
$300,001 - $350,000      184    59,552,558        6.35      7.293        656    323,655     82.20      20.71      89.58 
$350,001 - $400,000      115    42,999,522        4.59      7.134        641    373,909     81.55      31.51      91.38 
$400,001 - $450,000       78    33,204,218        3.54      7.211        650    425,695     80.58      22.86      94.95 
$450,001 - $500,000       44    21,106,460        2.25      7.252        648    479,692     82.18      31.85      91.04 
$500,001 - $550,000       24    12,619,968        1.35      7.481        640    525,832     82.37      16.47      95.88 
$550,001 - $600,000       18    10,370,112        1.11      7.133        650    576,117     77.76      33.32     100.00 
$600,001 - $650,000       11     7,010,430        0.75      7.114        681    637,312     76.70      36.71     100.00 
$650,001 - $700,000        8     5,448,317        0.58      7.562        704    681,040     77.70      12.34     100.00 
$700,001 & Above           6     4,415,159        0.47      7.100        686    735,860     74.22      17.39     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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AGGREGATE MORTGAGE LOANS

DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY      AVG.        AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
CURRENT RATE          LOANS     BALANCE      BALANCE     COUPON       FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
4.99% & Below              1  $    279,450        0.03%     4.625%       686  $ 279,450     80.00%    100.00%    100.00%
5.00 - 5.49%              22     4,697,309        0.50      5.329        686    213,514     77.73      90.34     100.00 
5.50 - 5.99%             174    37,138,999        3.96      5.819        668    213,443     78.38      60.53      97.79 
6.00 - 6.49%             447    87,608,924        9.35      6.271        658    195,993     78.86      51.36      97.64 
6.50 - 6.99%           1,025   182,343,486       19.45      6.756        644    177,896     79.22      46.79      98.05 
7.00 - 7.49%           1,127   190,319,204       20.30      7.243        639    168,872     80.57      39.71      95.49 
7.50 - 7.99%           1,186   179,915,445       19.19      7.731        633    151,699     81.86      36.33      91.87 
8.00 - 8.49%             704    93,838,732       10.01      8.231        623    133,294     83.88      38.95      88.09 
8.50 - 8.99%             605    77,658,251        8.28      8.728        629    128,361     89.24      47.47      76.78 
9.00% & Above            959    83,611,793        8.92      9.809        628     87,186     93.55      45.81      83.52 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
CREDIT SCORE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above              231  $ 35,572,784        3.79%     7.555%       764  $ 153,995     85.27%     30.87%     72.47%
720 - 739                147    24,747,998        2.64      7.397        728    168,354     84.33      25.63      75.76 
700 - 719                269    45,063,530        4.81      7.284        708    167,522     83.87      31.51      81.53 
680 - 699                412    70,399,742        7.51      7.253        689    170,873     83.25      27.35      89.73 
660 - 679                630   101,788,107       10.86      7.268        669    161,568     81.66      29.41      91.42 
640 - 659                908   143,115,841       15.27      7.285        649    157,617     81.77      32.92      92.42 
620 - 639              1,295   193,486,720       20.64      7.505        629    149,411     82.52      37.52      94.48 
600 - 619                912   129,582,715       13.82      7.686        609    142,086     84.00      59.33      96.41 
580 - 599                931   117,989,879       12.59      7.792        589    126,735     81.84      66.51      97.05 
560 - 579                275    40,126,824        4.28      8.197        570    145,916     81.60      66.72      95.50 
540 - 559                146    21,399,757        2.28      8.143        549    146,574     79.51      77.81      95.77 
520 - 539                 56     8,393,388        0.90      8.503        531    149,882     77.92      78.59      98.46 
500 - 519                 38     5,744,309        0.61      8.450        511    151,166     74.08      73.08      99.08 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                 WEIGHTED                       
                                     PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
              NUMBER                 POOL BY       AVG.        AVG.      AVG.    COMBINED     PCT.       PCT.   
                OF     PRINCIPAL    PRINCIPAL     GROSS      CURRENT  PRINCIPAL  ORIGINAL     FULL      OWNER   
    LIEN      LOANS     BALANCE      BALANCE     COUPON       FICO     BALANCE     LTV        DOC      OCCUPIED 
------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                
First          5,762  $918,906,979       98.03%     7.474%       638  $ 159,477     82.16%     43.63%     92.17%
Second           488    18,504,614        1.97     10.587        655     37,919     99.46      49.03      96.35 
              ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:         6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
              ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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AGGREGATE MORTGAGE LOANS

 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
      COMBINED          OF     PRINCIPAL    PRINCIPAL     GROSS      CURRENT  PRINCIPAL  ORIGINAL     FULL      OWNER   
    ORIGINAL LTV      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below           127  $ 17,082,219        1.82%     7.245%       618  $ 134,506     48.82%     34.64%     94.41%
60.01 - 70.00%           170    31,758,085        3.39      7.250        619    186,812     66.24      39.48      89.74 
70.01 - 80.00%         3,717   600,255,918       64.03      7.130        642    161,489     79.52      39.76      96.54 
80.01 - 85.00%           291    47,387,710        5.06      7.901        616    162,844     84.37      45.77      84.60 
85.01 - 90.00%           600   103,279,416       11.02      8.076        628    172,132     89.62      42.13      82.08 
90.01 - 95.00%           426    62,145,919        6.63      8.625        637    145,882     94.57      51.18      82.19 
95.01 - 100.00%          919    75,502,327        8.05      9.077        658     82,157     99.81      74.00      85.70 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    ORIGINAL LTV      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below           615  $ 35,586,832        3.80%     8.983%       637  $  57,865     75.16%     42.12%     95.42%
60.01 - 70.00%           170    31,758,085        3.39      7.250        619    186,812     66.24      39.48      89.74 
70.01 - 80.00%         3,716   600,242,124       64.03      7.130        642    161,529     79.52      39.76      96.54 
80.01 - 85.00%           290    47,370,844        5.05      7.901        616    163,348     84.37      45.75      84.60 
85.01 - 90.00%           592   102,924,060       10.98      8.068        628    173,858     89.62      42.13      82.06 
90.01 - 95.00%           403    61,342,061        6.54      8.602        637    152,214     94.57      51.16      82.30 
95.01 - 100.00%          464    58,187,586        6.21      8.623        659    125,404     99.78      81.47      82.16 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                       
                                       PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                  OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
DOCUMENTATION   LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                  
Full             3,166  $409,993,050       43.74%     7.468%       623  $ 129,499     83.92%    100.00%     92.84%
Stated           2,256   389,640,189       41.57      7.591        652    172,713     81.67       0.00      91.26 
Alt                770   128,025,128       13.66      7.502        643    166,266     80.69       0.00      93.37 
No Doc              58     9,753,226        1.04      8.576        692    168,159     79.80       0.00      92.09 
                ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:           6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                          WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED                AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.     COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS      CURRENT   PRINCIPAL   ORIGINAL     FULL      OWNER  
      PURPOSE         LOANS     BALANCE      BALANCE      COUPON      FICO      BALANCE      LTV        DOC      OCCUPIED
--------------------  ------  ------------  ----------   --------   --------  ---------   --------   --------   -------- 
                                                                                                                         
Purchase               4,077  $586,289,457       62.54%     7.538%       646  $ 143,804      83.45%     40.10%     90.93%
Cashout Refi           1,726   287,862,056       30.71      7.566        624    166,780      80.77      48.73      94.04 
Rate/term Refi           447    63,260,080        6.75      7.375        633    141,521      81.63      54.77      96.37 
                      ------  ------------  ----------   --------   --------  ---------   --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986      82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========   ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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AGGREGATE MORTGAGE LOANS

 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                          WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED                AVG.                         
                      NUMBER                 POOL BY       AVG.        AVG.       AVG.     COMBINED     PCT.       PCT.  
                        OF     PRINCIPAL    PRINCIPAL     GROSS      CURRENT   PRINCIPAL   ORIGINAL     FULL      OWNER  
     OCCUPANCY        LOANS     BALANCE      BALANCE      COUPON       FICO     BALANCE      LTV        DOC      OCCUPIED
--------------------  ------  ------------  ----------   --------   --------  ---------   --------   --------   -------- 
                                                                                                                         
Owner Occupied         5,719  $864,760,841       92.25%     7.478%       636  $ 151,208      82.14%     44.02%    100.00%
Investor                 367    46,786,965        4.99      8.415        684    127,485      87.65      47.28       0.00 
Second Home              164    25,863,787        2.76      7.876        652    157,706      85.29      27.90       0.00 
                      ------  ------------  ----------   --------   --------  ---------   --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986      82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========   ========   ========   ======== 

 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS      CURRENT  PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family          4,398  $604,847,577       64.52%     7.578%       634  $ 137,528     82.56%     47.27%     93.64%
PUD                    1,260   227,503,842       24.27      7.328        640    180,559     82.08      41.72      92.83 
Condo                    318    47,038,779        5.02      7.827        655    147,921     84.49      33.07      82.32 
2 Family                 173    32,715,572        3.49      7.636        660    189,107     82.16      29.63      83.30 
3-4 Family                88    22,512,290        2.40      7.639        671    255,821     81.49      15.23      86.87 
Condo Hi-rise             11     2,588,802        0.28      8.166        660    235,346     85.19      15.10      61.44 
Townhouse                  2       204,731        0.02      8.635        621    102,365     60.74      47.13      47.13 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                              WEIGHTED                       
                                  PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
           NUMBER                 POOL BY      AVG.        AVG.       AVG.    COMBINED     PCT.       PCT.   
             OF     PRINCIPAL    PRINCIPAL    GROSS      CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
  STATE    LOANS     BALANCE      BALANCE     COUPON       FICO     BALANCE     LTV        DOC      OCCUPIED 
---------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                             
FL            841  $145,627,035       15.54%     7.495%       646  $ 173,159     82.23%     33.38%     85.01%
GA            927   126,934,221       13.54      7.577        634    136,930     83.95      51.53      90.10 
CA            188    54,704,394        5.84      6.961        649    290,981     79.64      26.28      96.35 
TN            423    44,648,660        4.76      7.649        628    105,552     82.93      50.82      95.99 
TX            379    42,763,614        4.56      7.678        635    112,833     82.36      46.80      94.65 
VA            214    41,806,195        4.46      7.357        639    195,356     80.36      47.73      95.24 
NC            293    35,057,151        3.74      7.768        634    119,649     84.36      51.72      90.95 
OH            297    33,432,526        3.57      7.651        632    112,567     85.09      57.08      93.13 
MA            128    31,522,680        3.36      7.312        661    246,271     80.67      22.29      94.65 
MD            133    30,713,659        3.28      7.366        650    230,930     80.28      39.12      94.63 
Other       2,427   350,201,457       37.36      7.617        635    144,294     82.68      46.45      93.89 
           ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:      6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
           ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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AGGREGATE MORTGAGE LOANS

 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        ZIP           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
01841                     12  $  3,309,896        0.35%     7.165%       678  $ 275,825     80.00%      8.58%    100.00%
30016                     21     2,754,416        0.29      7.314        637    131,163     82.16      68.17      88.57 
30024                      9     2,652,043        0.28      7.387        653    294,671     82.92      44.29     100.00 
93536                      8     2,565,780        0.27      6.738        656    320,722     81.19       7.90      86.60 
30045                     17     2,478,029        0.26      7.663        634    145,766     83.38      47.91     100.00 
34744                     11     2,187,849        0.23      7.337        639    198,895     84.72      25.03      62.90 
38654                     17     2,077,670        0.22      7.591        620    122,216     83.08      74.47     100.00 
38016                     16     2,061,633        0.22      7.120        643    128,852     83.19      55.23     100.00 
06606                      8     2,028,899        0.22      7.376        644    253,612     80.71      10.20     100.00 
34711                     10     1,964,127        0.21      7.196        634    196,413     81.47      17.29      87.52 
Other                  6,121   913,331,249       97.43      7.542        638    149,213     82.51      43.96      92.23 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
      REMAINING       NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
      MONTHS TO         OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      MATURITY        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1 - 180                  437  $ 19,532,592        2.08%     9.833%       655  $  44,697     93.12%     52.23%     94.58%
181 - 240                 16     1,408,645        0.15      7.615        646     88,040     85.29      79.22     100.00 
241 - 360              5,797   916,470,356       97.77      7.486        638    158,094     82.27      43.50      92.19 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
  AMORTIZATION          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      TYPE            LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
2 YR ARM               2,696  $381,707,210       40.72%     7.631%       625  $ 141,583     83.18%     46.87%     91.62%
2 YR ARM IO            1,577   319,795,417       34.11      7.265        657    202,787     81.60      31.21      92.42 
Fixed                    953   112,987,441       12.05      7.574        638    118,560     80.75      60.51      93.36 
3 YR ARM IO              211    39,368,690        4.20      7.472        644    186,581     83.16      53.62      90.58 
3 YR ARM                 264    39,260,586        4.19      7.763        606    148,714     82.74      54.72      91.65 
FIXED IO                 105    14,525,794        1.55      7.850        656    138,341     83.03      46.06      96.19 
FIXED 15/30 BLN          354    13,311,444        1.42     10.577        655     37,603     99.45      50.07      95.38 
5 YR ARM IO               43     9,042,541        0.96      6.958        664    210,292     79.39      36.93      98.08 
FIXED 30/40 BLN           22     3,852,262        0.41      7.197        636    175,103     79.50      58.24      95.07 
5 YR ARM                  25     3,560,207        0.38      7.627        634    142,408     82.14      38.77      89.29 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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AGGREGATE MORTGAGE LOANS

DISTRIBUTION BY INITIAL PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED    PCT.        PCT.   
       INITIAL          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL    FULL       OWNER   
    PERIODIC CAP      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV       DOC       OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.51 - 1.00%               4  $    431,070        0.05%     7.887%       652  $ 107,768     88.31%     73.32%     73.32%
1.01 - 1.50%              38     5,614,095        0.60      7.192        635    147,739     83.93      51.45      86.40 
1.51 - 2.00%               8     1,390,480        0.15      7.490        648    173,810     78.89      50.95      92.18 
2.51 - 3.00%           4,740   781,188,239       83.33      7.478        638    164,808     82.45      40.91      91.97 
3.01 - 3.50%              13     1,956,352        0.21      7.202        643    150,489     85.27      36.23      97.07 
3.51 - 4.00%               1        67,148        0.01      7.260        691     67,148     80.00       0.00     100.00 
4.51 - 5.00%               3       640,239        0.07      6.515        639    213,413     85.07     100.00     100.00 
5.51 - 6.00%               9     1,447,028        0.15      7.600        629    160,781     85.13      82.48     100.00 
N/A                    1,434   144,676,942       15.43      7.868        641    100,890     82.67      58.04      93.88 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    PERIODIC CAP      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.51 - 1.00%           4,649  $764,911,702       81.60%     7.476%       639  $ 164,533     82.48%     40.55%     91.97%
1.01 - 1.50%             163    26,870,903        2.87      7.457        612    164,852     82.08      56.81      91.22 
1.51 - 2.00%               4       952,047        0.10      6.406        661    238,012     82.36      59.35     100.00 
N/A                    1,434   144,676,942       15.43      7.868        641    100,890     82.67      58.04      93.88 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MONTHS TO RATE RESET

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     MONTHS TO          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     RATE RESET       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
13 - 24                4,273  $701,502,628       74.83%     7.464%       639  $ 164,171     82.46%     39.73%     91.98%
25 - 36                  475    78,629,276        8.39      7.617        625    165,535     82.95      54.17      91.11 
49 & Above                68    12,602,748        1.34      7.147        655    185,335     80.17      37.45      95.60 
N/A                    1,434   144,676,942       15.43      7.868        641    100,890     82.67      58.04      93.88 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY LIFE MAXIMUM RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
    LIFE MAXIMUM        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        RATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
11.99% & Below           154  $ 33,355,747        3.56%     5.788%       669  $ 216,596     79.25%     61.60%     98.58%
12.00 - 12.49%           362    69,581,990        7.42      6.266        656    192,215     78.91      47.50      97.69 
12.50 - 12.99%           829   152,006,984       16.22      6.732        646    183,362     79.65      43.74      97.87 
13.00 - 13.49%           933   163,162,399       17.41      7.209        640    174,879     80.68      37.22      95.70 
13.50 - 13.99%           989   155,796,484       16.62      7.676        635    157,529     81.79      33.51      92.10 
14.00 - 14.49%           568    82,397,116        8.79      8.146        623    145,065     83.57      37.76      88.17 
14.50 - 14.99%           502    71,425,066        7.62      8.630        628    142,281     89.41      46.31      77.26 
15.00 - 15.49%           232    32,825,142        3.50      9.097        616    141,488     90.76      46.21      78.29 
15.50 - 15.99%           173    23,287,941        2.48      9.599        627    134,612     92.96      41.98      78.73 
16.00% & Above            74     8,895,783        0.95     10.225        609    120,213     91.29      43.40      88.02 
N/A                    1,434   144,676,942       15.43      7.868        641    100,890     82.67      58.04      93.88 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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AGGREGATE MORTGAGE LOANS

DISTRIBUTION BY MARGIN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       MARGIN         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
4.99% & Below            255  $ 49,327,297        5.26%     6.289%       663  $ 193,440     79.56%     57.85%     98.05%
5.00 - 5.49%             350    65,219,486        6.96      6.342        655    186,341     79.19      45.35      97.66 
5.50 - 5.99%             845   153,735,053       16.40      6.816        642    181,935     79.87      44.12      97.51 
6.00 - 6.49%             944   165,208,732       17.62      7.257        641    175,009     80.86      36.18      95.71 
6.50 - 6.99%             960   154,259,210       16.46      7.632        635    160,687     81.67      33.82      91.23 
7.00% & Above          1,462   204,984,875       21.87      8.671        624    140,209     88.07      43.00      82.01 
N/A                    1,434   144,676,942       15.43      7.868        641    100,890     82.67      58.04      93.88 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 6,250  $937,411,593      100.00%     7.535%       639  $ 149,986     82.50%     43.74%     92.25%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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ADJUSTABLE RATE MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  

SCHEDULED PRINCIPAL BALANCE:                               $  792,734,651       
NUMBER OF MORTGAGE LOANS:                                           4,816       
AVERAGE SCHEDULED PRINCIPAL BALANCE:                       $      164,604       
WEIGHTED AVERAGE GROSS COUPON:                                     7.474%       
WEIGHTED AVERAGE NET COUPON: (2)                                   6.964%       
WEIGHTED AVERAGE CURRENT FICO SCORE:                                  638       
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                               82.47%       
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                      82.47%       
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                      358       
WEIGHTED AVERAGE SEASONING(MONTHS):                                     2       
WEIGHTED AVERAGE MONTHS TO ROLL: (3)                                   23       
WEIGHTED AVERAGE GROSS MARGIN: (3)                                  6.47%       
WEIGHTED AVERAGE INITIAL RATE CAP: (3)                              2.99%       
WEIGHTED AVERAGE PERIODIC RATE CAP: (3)                             1.02%       
WEIGHTED AVERAGE GROSS MAXIMUM LIFETIME RATE: (3)                  13.52%       

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.
       (3)     Represents the weighted average of the adjustable rate mortgage
loans.                                          

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
  CURRENT PRINCIPAL     OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      BALANCE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below           31  $  1,489,253        0.19%     8.557%       637  $  48,040     85.56%     63.86%     67.22%
$50,001 - $75,000        550    35,013,975        4.42      8.106        630     63,662     83.88      63.29      86.58 
$75,001 - $100,000       730    64,586,348        8.15      7.807        628     88,474     83.49      58.47      90.02 
$100,001 - $125,000      790    88,843,643       11.21      7.613        628    112,460     82.93      55.41      92.25 
$125,001 - $150,000      676    92,587,123       11.68      7.584        632    136,963     82.93      49.37      92.57 
$150,001 - $200,000      836   145,001,950       18.29      7.458        634    173,447     82.85      44.06      91.82 
$200,001 - $250,000      458   102,281,781       12.90      7.393        638    223,323     82.54      37.62      92.74 
$250,001 - $300,000      292    79,942,076       10.08      7.267        643    273,774     81.87      32.68      93.22 
$300,001 - $350,000      168    54,460,979        6.87      7.305        656    324,172     82.60      18.54      89.18 
$350,001 - $400,000      109    40,745,291        5.14      7.167        640    373,810     81.55      28.66      90.90 
$400,001 - $450,000       71    30,231,012        3.81      7.233        651    425,789     81.04      19.49      94.46 
$450,001 - $500,000       42    20,112,838        2.54      7.283        646    478,877     81.80      28.48      90.59 
$500,001 - $550,000       23    12,100,817        1.53      7.399        641    526,122     82.47      17.17      95.70 
$550,001 - $600,000       17     9,796,081        1.24      7.148        652    576,240     77.82      29.41     100.00 
$600,001 - $650,000       10     6,361,007        0.80      7.166        684    636,101     78.76      30.24     100.00 
$650,001 - $700,000        7     4,765,317        0.60      7.532        703    680,760     77.37      14.10     100.00 
$700,001 & Above           6     4,415,159        0.56      7.100        686    735,860     74.22      17.39     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    CURRENT RATE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
4.99% & Below              1  $    279,450        0.04%     4.625%       686  $ 279,450     80.00%    100.00%    100.00%
5.00 - 5.49%              15     3,349,867        0.42      5.330        678    223,324     80.00      93.04     100.00 
5.50 - 5.99%             144    32,107,976        4.05      5.810        667    222,972     79.31      59.20      97.45 
6.00 - 6.49%             387    76,488,559        9.65      6.277        657    197,645     78.94      47.19      97.79 
6.50 - 6.99%             854   155,263,304       19.59      6.754        644    181,807     79.56      44.10      97.97 
7.00 - 7.49%             964   166,677,097       21.03      7.243        639    172,902     80.73      37.16      95.22 
7.50 - 7.99%             995   154,888,979       19.54      7.731        633    155,667     82.06      32.85      92.03 
8.00 - 8.49%             547    79,101,456        9.98      8.229        622    144,610     83.93      36.85      88.21 
8.50 - 8.99%             470    66,542,063        8.39      8.727        630    141,579     89.83      47.04      75.30 
9.00% & Above            439    58,035,900        7.32      9.555        623    132,200     92.45      44.43      79.22 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    CREDIT SCORE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above              166  $ 30,171,613        3.81%     7.534%       765  $ 181,757     85.54%     27.03%     72.02%
720 - 739                113    22,038,942        2.78      7.351        728    195,035     84.07      24.20      75.33 
700 - 719                205    36,865,105        4.65      7.297        708    179,830     83.42      25.33      78.40 
680 - 699                308    59,223,419        7.47      7.198        689    192,284     83.05      24.11      89.56 
660 - 679                476    86,525,272       10.91      7.161        669    181,776     81.18      27.10      91.05 
640 - 659                666   116,720,186       14.72      7.189        649    175,256     81.54      28.42      92.25 
620 - 639              1,006   164,161,199       20.71      7.412        629    163,182     82.37      34.95      94.65 
600 - 619                719   108,634,677       13.70      7.665        609    151,091     84.38      57.03      95.84 
580 - 599                726   102,105,042       12.88      7.715        589    140,641     81.94      64.93      96.92 
560 - 579                227    34,804,303        4.39      8.185        570    153,323     82.49      66.23      95.45 
540 - 559                121    18,597,475        2.35      8.118        549    153,698     80.58      75.69      95.88 
520 - 539                 49     7,469,683        0.94      8.526        531    152,443     78.03      75.94      98.26 
500 - 519                 34     5,417,735        0.68      8.374        511    159,345     73.72      71.46      99.02 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        LIEN          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
First                  4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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ADJUSTABLE RATE MORTGAGE LOANS

 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
      COMBINED          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    ORIGINAL LTV      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            70  $ 10,512,296        1.33%     7.340%       610  $ 150,176     48.68%     22.14%     96.45%
60.01 - 70.00%            97    21,736,718        2.74      7.385        616    224,090     66.50      28.95      90.01 
70.01 - 80.00%         3,198   528,885,617       66.72      7.108        642    165,380     79.59      37.96      96.73 
80.01 - 85.00%           231    39,493,659        4.98      7.953        612    170,968     84.43      40.65      84.33 
85.01 - 90.00%           484    88,809,782       11.20      8.100        626    183,491     89.65      38.78      80.74 
90.01 - 95.00%           349    53,911,912        6.80      8.659        637    154,475     94.61      49.43      80.41 
95.01 - 100.00%          387    49,384,669        6.23      8.663        660    127,609     99.80      79.98      79.58 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    ORIGINAL LTV      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            70  $ 10,512,296        1.33%     7.340%       610  $ 150,176     48.68%     22.14%     96.45%
60.01 - 70.00%            97    21,736,718        2.74      7.385        616    224,090     66.50      28.95      90.01 
70.01 - 80.00%         3,198   528,885,617       66.72      7.108        642    165,380     79.59      37.96      96.73 
80.01 - 85.00%           231    39,493,659        4.98      7.953        612    170,968     84.43      40.65      84.33 
85.01 - 90.00%           484    88,809,782       11.20      8.100        626    183,491     89.65      38.78      80.74 
90.01 - 95.00%           349    53,911,912        6.80      8.659        637    154,475     94.61      49.43      80.41 
95.01 - 100.00%          387    49,384,669        6.23      8.663        660    127,609     99.80      79.98      79.58 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   DOCUMENTATION      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Stated                 1,831  $349,005,359       44.03%     7.491%       652  $ 190,609     81.49%      0.00%     91.51%
Full                   2,309   326,021,993       41.13      7.412        621    141,196     84.12     100.00      92.12 
Alt                      622   108,397,512       13.67      7.518        642    174,273     80.92       0.00      92.79 
No Doc                    54     9,309,787        1.17      8.566        691    172,403     79.71       0.00      93.12 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY      AVG.        AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL    GROSS      CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       PURPOSE        LOANS     BALANCE      BALANCE     COUPON       FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Purchase               3,336  $525,822,344       66.33%     7.446%       646  $ 157,621     83.14%     39.24%     90.48%
Cashout Refi           1,190   220,156,502       27.77      7.565        620    185,005     81.02      43.72      94.52 
Rate/term Refi           290    46,755,806        5.90      7.366        631    161,227     81.77      50.08      96.46 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      OCCUPANCY       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Owner Occupied         4,385  $728,942,408       91.95%     7.410%       635  $ 166,235     82.01%     41.20%    100.00%
Investor                 297    40,288,183        5.08      8.436        686    135,650     88.97      48.35       0.00 
Second Home              134    23,504,060        2.96      7.833        650    175,403     85.69      26.47       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family          3,298  $497,703,292       62.78%     7.518%       633  $ 150,911     82.47%     44.30%     93.28%
PUD                    1,028   199,962,812       25.22      7.271        640    194,516     82.16      39.97      92.44 
Condo                    268    42,778,147        5.40      7.797        655    159,620     84.46      31.86      81.56 
2 Family                 136    29,339,617        3.70      7.533        661    215,732     82.04      28.24      85.84 
3-4 Family                76    20,419,179        2.58      7.581        672    268,673     81.70      15.76      89.38 
Condo Hi-rise              9     2,435,106        0.31      7.922        660    270,567     84.26      14.71      59.01 
Townhouse                  1        96,499        0.01      8.730        571     96,499     95.00     100.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       STATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
FL                       640  $119,113,178       15.03%     7.514%       646  $ 186,114     83.14%     29.13%     83.05%
GA                       730   108,333,724       13.67      7.503        633    148,402     83.86      51.47      89.85 
CA                       137    47,262,239        5.96      6.771        650    344,980     79.24      22.34      95.89 
TN                       309    36,304,671        4.58      7.589        627    117,491     82.46      52.15      95.85 
VA                       154    34,241,046        4.32      7.394        637    222,344     80.74      38.48      95.69 
TX                       276    33,025,399        4.17      7.645        635    119,657     82.75      46.77      94.97 
NC                       228    30,081,781        3.79      7.660        633    131,938     84.25      51.58      92.04 
MA                       111    29,410,621        3.71      7.234        661    264,961     80.24      20.24      95.42 
OH                       234    28,059,591        3.54      7.610        633    119,913     84.85      54.00      92.45 
MD                       111    27,628,123        3.49      7.371        649    248,902     80.35      37.26      94.71 
Other                  1,886   299,274,280       37.75      7.538        634    158,682     82.39      43.62      93.75 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                              PCT. OF    WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                  POOL BY      AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL     PRINCIPAL    GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
         ZIP          LOANS     BALANCE       BALANCE     COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
01841                     12  $  3,309,896        0.42%     7.165%       678  $ 275,825     80.00%      8.58%    100.00%
30016                     17     2,590,208        0.33      7.226        636    152,365     81.72      67.93      87.85 
30024                      8     2,506,704        0.32      7.221        652    313,338     81.93      41.05     100.00 
93536                      7     2,184,768        0.28      6.819        656    312,110     81.40       9.28      84.26 
34744                      9     1,914,836        0.24      7.198        639    212,760     84.99      26.57      69.83 
30045                     12     1,906,498        0.24      7.871        629    158,875     84.73      39.13     100.00 
38654                     12     1,890,355        0.24      7.275        617    157,530     81.40      75.64     100.00 
38016                     13     1,872,956        0.24      7.142        638    144,074     82.90      52.00     100.00 
06606                      7     1,803,899        0.23      7.382        643    257,700     80.93      11.48     100.00 
01843                      8     1,793,100        0.23      6.964        655    224,138     79.98       0.00     100.00 
Other                  4,711   770,961,431       97.25      7.482        638    163,651     82.49      41.36      91.89 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
      REMAINING         OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 MONTHS TO MATURITY   LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
241 - 360              4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 AMORTIZATION TYPE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
2 YR ARM               2,696  $381,707,210       48.15%     7.631%       625  $ 141,583     83.18%     46.87%     91.62%
2 YR ARM IO            1,577   319,795,417       40.34      7.265        657    202,787     81.60      31.21      92.42 
3 YR ARM IO              211    39,368,690        4.97      7.472        644    186,581     83.16      53.62      90.58 
3 YR ARM                 264    39,260,586        4.95      7.763        606    148,714     82.74      54.72      91.65 
5 YR ARM IO               43     9,042,541        1.14      6.958        664    210,292     79.39      36.93      98.08 
5 YR ARM                  25     3,560,207        0.45      7.627        634    142,408     82.14      38.77      89.29 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY INITIAL PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
INITIAL                 OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
PERIODIC CAP          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.51 - 1.00%               4  $    431,070        0.05%     7.887%       652  $ 107,768     88.31%     73.32%     73.32%
1.01 - 1.50%              38     5,614,095        0.71      7.192        635    147,739     83.93      51.45      86.40 
1.51 - 2.00%               8     1,390,480        0.18      7.490        648    173,810     78.89      50.95      92.18 
2.51 - 3.00%           4,740   781,188,239       98.54      7.478        638    164,808     82.45      40.91      91.97 
3.01 - 3.50%              13     1,956,352        0.25      7.202        643    150,489     85.27      36.23      97.07 
3.51 - 4.00%               1        67,148        0.01      7.260        691     67,148     80.00       0.00     100.00 
4.51 - 5.00%               3       640,239        0.08      6.515        639    213,413     85.07     100.00     100.00 
5.51 - 6.00%               9     1,447,028        0.18      7.600        629    160,781     85.13      82.48     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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ADJUSTABLE RATE MORTGAGE LOANS

DISTRIBUTION BY PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    PERIODIC CAP      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.51 - 1.00%           4,649  $764,911,702       96.49%     7.476%       639  $ 164,533     82.48%     40.55%     91.97%
1.01 - 1.50%             163    26,870,903        3.39      7.457        612    164,852     82.08      56.81      91.22 
1.51 - 2.00%               4       952,047        0.12      6.406        661    238,012     82.36      59.35     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MONTHS TO RATE RESET

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     MONTHS TO          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     RATE RESET       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
13 - 24                4,273  $701,502,628       88.49%     7.464%       639  $ 164,171     82.46%     39.73%     91.98%
25 - 36                  475    78,629,276        9.92      7.617        625    165,535     82.95      54.17      91.11 
49 & Above                68    12,602,748        1.59      7.147        655    185,335     80.17      37.45      95.60 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY LIFE MAXIMUM RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 LIFE MAXIMUM RATE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
11.99% & Below           154  $ 33,355,747        4.21%     5.788%       669  $ 216,596     79.25%     61.60%     98.58%
12.00 - 12.49%           362    69,581,990        8.78      6.266        656    192,215     78.91      47.50      97.69 
12.50 - 12.99%           829   152,006,984       19.18      6.732        646    183,362     79.65      43.74      97.87 
13.00 - 13.49%           933   163,162,399       20.58      7.209        640    174,879     80.68      37.22      95.70 
13.50 - 13.99%           989   155,796,484       19.65      7.676        635    157,529     81.79      33.51      92.10 
14.00 - 14.49%           568    82,397,116       10.39      8.146        623    145,065     83.57      37.76      88.17 
14.50 - 14.99%           502    71,425,066        9.01      8.630        628    142,281     89.41      46.31      77.26 
15.00 - 15.49%           232    32,825,142        4.14      9.097        616    141,488     90.76      46.21      78.29 
15.50 - 15.99%           173    23,287,941        2.94      9.599        627    134,612     92.96      41.98      78.73 
16.00% & Above            74     8,895,783        1.12     10.225        609    120,213     91.29      43.40      88.02 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MARGIN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       MARGIN         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
4.99% & Below            255  $ 49,327,297        6.22%     6.289%       663  $ 193,440     79.56%     57.85%     98.05%
5.00 - 5.49%             350    65,219,486        8.23      6.342        655    186,341     79.19      45.35      97.66 
5.50 - 5.99%             845   153,735,053       19.39      6.816        642    181,935     79.87      44.12      97.51 
6.00 - 6.49%             944   165,208,732       20.84      7.257        641    175,009     80.86      36.18      95.71 
6.50 - 6.99%             960   154,259,210       19.46      7.632        635    160,687     81.67      33.82      91.23 
7.00% & Above          1,462   204,984,875       25.86      8.671        624    140,209     88.07      43.00      82.01 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,816  $792,734,651      100.00%     7.474%       638  $ 164,604     82.47%     41.13%     91.95%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 FIXED RATE MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  
------------------------------                                                  

SCHEDULED PRINCIPAL BALANCE:                               $  144,676,942       
NUMBER OF MORTGAGE LOANS:                                           1,434       
AVERAGE SCHEDULED PRINCIPAL BALANCE:                       $      100,890       
WEIGHTED AVERAGE GROSS COUPON:                                      7.868%      
WEIGHTED AVERAGE NET COUPON: (2)                                    7.358%      
WEIGHTED AVERAGE CURRENT FICO SCORE:                                  641       
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                                72.45%      
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                       82.67%      
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                      332       
WEIGHTED AVERAGE SEASONING(MONTHS):                                     2       

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 CURRENT PRINCIPAL      OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       BALANCE        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below          413  $ 11,840,400        8.18%    10.336%       642  $  28,669     96.62%     62.37%     94.38%
$50,001 - $75,000        228    14,374,488        9.94      8.803        642     63,046     84.50      56.23      86.90 
$75,001 - $100,000       225    20,056,514       13.86      8.208        636     89,140     81.96      60.61      91.85 
$100,001 - $125,000      168    18,813,176       13.00      7.778        640    111,983     82.22      58.35      91.12 
$125,001 - $150,000      135    18,554,473       12.82      7.571        640    137,441     80.93      59.96      95.53 
$150,001 - $200,000      125    21,895,603       15.13      7.312        640    175,165     80.21      56.94      94.64 
$200,001 - $250,000       69    15,452,217       10.68      7.248        637    223,945     81.99      44.36      95.54 
$250,001 - $300,000       36     9,951,829        6.88      6.924        643    276,440     81.71      69.35     100.00 
$300,001 - $350,000       16     5,091,579        3.52      7.168        652    318,224     77.96      43.87      93.87 
$350,001 - $400,000        6     2,254,231        1.56      6.547        652    375,705     81.59      83.10     100.00 
$400,001 - $450,000        7     2,973,206        2.06      6.991        641    424,744     75.89      57.09     100.00 
$450,001 - $500,000        2       993,622        0.69      6.624        695    496,811     90.00     100.00     100.00 
$500,001 - $550,000        1       519,151        0.36      9.375        626    519,151     80.00       0.00     100.00 
$550,001 - $600,000        1       574,031        0.40      6.875        625    574,031     76.67     100.00     100.00 
$600,001 - $650,000        1       649,423        0.45      6.600        654    649,423     56.52     100.00     100.00 
$650,001 - $700,000        1       683,000        0.47      7.775        707    683,000     79.98       0.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    CURRENT RATE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
5.00 - 5.49%               7  $  1,347,441        0.93%     5.327%       707  $ 192,492     72.08%     83.62%    100.00%
5.50 - 5.99%              30     5,031,023        3.48      5.871        671    167,701     72.47      69.03     100.00 
6.00 - 6.49%              60    11,120,365        7.69      6.233        668    185,339     78.33      80.11      96.60 
6.50 - 6.99%             171    27,080,183       18.72      6.768        647    158,364     77.24      62.21      98.52 
7.00 - 7.49%             163    23,642,106       16.34      7.244        636    145,044     79.44      57.72      97.32 
7.50 - 7.99%             191    25,026,466       17.30      7.737        633    131,029     80.58      57.86      90.90 
8.00 - 8.49%             157    14,737,276       10.19      8.238        629     93,868     83.63      50.26      87.42 
8.50 - 8.99%             135    11,116,188        7.68      8.738        625     82,342     85.69      50.05      85.62 
9.00% & Above            520    25,575,893       17.68     10.386        640     49,184     96.02      48.95      93.29 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-38

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DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    CREDIT SCORE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above               65  $  5,401,171        3.73%     7.673%       761  $  83,095     83.75%     52.32%     74.94%
720 - 739                 34     2,709,057        1.87      7.765        730     79,678     86.42      37.28      79.20 
700 - 719                 64     8,198,425        5.67      7.225        708    128,100     85.91      59.29      95.60 
680 - 699                104    11,176,323        7.73      7.545        689    107,465     84.32      44.50      90.66 
660 - 679                154    15,262,835       10.55      7.875        669     99,109     84.33      42.49      93.53 
640 - 659                242    26,395,655       18.24      7.710        649    109,073     82.74      52.82      93.17 
620 - 639                289    29,325,520       20.27      8.028        629    101,472     83.35      51.89      93.48 
600 - 619                193    20,948,037       14.48      7.796        609    108,539     82.05      71.28      99.36 
580 - 599                205    15,884,837       10.98      8.292        589     77,487     81.14      76.65      97.88 
560 - 579                 48     5,322,521        3.68      8.274        571    110,886     75.80      69.94      95.82 
540 - 559                 25     2,802,282        1.94      8.311        550    112,091     72.46      91.88      94.97 
520 - 539                  7       923,705        0.64      8.325        529    131,958     77.06     100.00     100.00 
500 - 519                  4       326,573        0.23      9.710        509     81,643     80.00     100.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        LIEN          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
First                    946  $126,172,328       87.21%     7.470%       639  $ 133,375     80.20%     59.36%     93.51%
Second                   488    18,504,614       12.79     10.587        655     37,919     99.46      49.03      96.35 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
      COMBINED          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    ORIGINAL LTV      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            57  $  6,569,923        4.54%     7.094%       631  $ 115,262     49.05%     54.65%     91.15%
60.01 - 70.00%            73    10,021,367        6.93      6.955        624    137,279     65.67      62.32      89.15 
70.01 - 80.00%           519    71,370,300       49.33      7.290        640    137,515     79.00      53.10      95.17 
80.01 - 85.00%            60     7,894,051        5.46      7.645        633    131,568     84.03      71.41      85.97 
85.01 - 90.00%           116    14,469,635       10.00      7.931        640    124,738     89.43      62.69      90.25 
90.01 - 95.00%            77     8,234,007        5.69      8.401        639    106,935     94.30      62.58      93.84 
95.01 - 100.00%          532    26,117,658       18.05      9.860        656     49,093     99.84      62.71      97.26 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    ORIGINAL LTV      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below           545  $ 25,074,537       17.33%     9.672%       648  $  46,008     86.26%     50.50%     94.99%
60.01 - 70.00%            73    10,021,367        6.93      6.955        624    137,279     65.67      62.32      89.15 
70.01 - 80.00%           518    71,356,507       49.32      7.289        640    137,754     79.00      53.09      95.17 
80.01 - 85.00%            59     7,877,184        5.44      7.641        633    133,512     84.03      71.35      85.94 
85.01 - 90.00%           108    14,114,279        9.76      7.866        639    130,688     89.42      63.19      90.33 
90.01 - 95.00%            54     7,430,150        5.14      8.189        637    137,595     94.32      63.70      96.00 
95.01 - 100.00%           77     8,802,917        6.08      8.402        659    114,324     99.65      89.85      96.65 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   DOCUMENTATION      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Full                     857  $ 83,971,057       58.04%     7.689%       633  $  97,983     83.17%    100.00%     95.67%
Stated                   425    40,634,830       28.09      8.449        654     95,611     83.22       0.00      89.10 
Alt                      148    19,627,616       13.57      7.415        647    132,619     79.38       0.00      96.62 
No Doc                     4       443,439        0.31      8.793        709    110,860     81.84       0.00      70.48 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      PURPOSE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Cashout Refi             536  $ 67,705,554       46.80%     7.568%       636  $ 126,316     79.95%     65.00%     92.48%
Purchase                 741    60,467,113       41.79      8.333        647     81,602     86.10      47.51      94.83 
Rate/term Refi           157    16,504,274       11.41      7.398        638    105,123     81.25      68.07      96.13 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     OCCUPANCY        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Owner Occupied         1,334  $135,818,433       93.88%     7.841%       639  $ 101,813     82.84%     59.15%    100.00%
Investor                  70     6,498,782        4.49      8.284        671     92,840     79.47      40.60       0.00 
Second Home               30     2,359,727        1.63      8.307        668     78,658     81.28      42.14       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family          1,100  $107,144,285       74.06%     7.856%       639  $  97,404     82.96%     61.04%     95.31%
PUD                      232    27,541,031       19.04      7.743        642    118,711     81.47      54.44      95.64 
Condo                     50     4,260,632        2.94      8.121        661     85,213     84.81      45.27      89.85 
2 Family                  37     3,375,955        2.33      8.535        656     91,242     83.26      41.69      61.24 
3-4 Family                12     2,093,111        1.45      8.205        662    174,426     79.46      10.09      62.37 
Condo Hi-rise              2       153,695        0.11     12.032        658     76,848     99.99      21.27     100.00 
Townhouse                  1       108,232        0.07      8.550        665    108,232     30.19       0.00       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-40

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 FIXED RATE MORTGAGE LOANS

 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                         OF    PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       STATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
FL                       201  $ 26,513,857       18.33%     7.408%       644  $ 131,910     78.15%     52.46%     93.83%
GA                       197    18,600,497       12.86      8.011        640     94,419     84.50      51.91      91.56 
TX                       103     9,738,215        6.73      7.789        633     94,546     81.01      46.91      93.56 
TN                       114     8,343,989        5.77      7.912        632     73,193     84.97      45.01      96.57 
VA                        60     7,565,150        5.23      7.190        646    126,086     78.66      89.57      93.17 
CA                        51     7,442,155        5.14      8.169        643    145,925     82.19      51.31      99.32 
OH                        63     5,372,936        3.71      7.864        632     85,285     86.35      73.15      96.67 
NC                        65     4,975,370        3.44      8.420        642     76,544     85.00      52.54      84.34 
SC                        50     4,532,058        3.13      8.243        630     90,641     83.46      60.91      87.89 
AL                        51     4,343,774        3.00      8.101        634     85,172     82.63      63.58      93.51 
Other                    479    47,248,941       32.66      8.026        644     98,641     84.40      62.27      94.96 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY      AVG.        AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        ZIP           LOANS     BALANCE      BALANCE     COUPON       FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
55436                      1  $    683,000        0.47%     7.775%       707  $ 683,000     79.98%      0.00%    100.00%
91006                      1       649,423        0.45      6.600        654    649,423     56.52     100.00     100.00 
81147                      3       613,829        0.42      7.266        680    204,610     85.49     100.00     100.00 
30043                      5       598,437        0.41      7.998        677    119,687     83.51      22.18     100.00 
22310                      1       574,031        0.40      6.875        625    574,031     76.67     100.00     100.00 
30045                      5       571,531        0.40      6.970        652    114,306     78.87      77.22     100.00 
32174                      2       541,151        0.37      7.152        633    270,575     72.57     100.00     100.00 
06114                      3       539,968        0.37      7.814        656    179,989     73.98       0.00      39.83 
19061                      1       519,151        0.36      9.375        626    519,151     80.00       0.00     100.00 
78660                      4       509,033        0.35      7.298        635    127,258     78.79      78.40     100.00 
Other                  1,408   138,877,389       95.99      7.884        640     98,635     82.92      58.05      93.86 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY      AVG.        AVG.       AVG.    COMBINED     PCT.       PCT.   
     REMAINING          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 MONTHS TO MATURITY   LOANS     BALANCE      BALANCE     COUPON       FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1 - 180                  437  $ 19,532,592       13.50%     9.833%       655  $  44,697     93.12%     52.23%     94.58%
181 - 240                 16     1,408,645        0.97      7.615        646     88,040     85.29      79.22     100.00 
241 - 360                981   123,735,705       85.53      7.561        639    126,132     80.99      58.72      93.70 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 FIXED RATE MORTGAGE LOANS

 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 AMORTIZATION TYPE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Fixed                    953  $112,987,441       78.10%     7.574%       638  $ 118,560     80.75%     60.51%     93.36%
FIXED IO                 105    14,525,794       10.04      7.850        656    138,341     83.03      46.06      96.19 
FIXED 15/30 BLN          354    13,311,444        9.20     10.577        655     37,603     99.45      50.07      95.38 
FIXED 30/40 BLN           22     3,852,262        2.66      7.197        636    175,103     79.50      58.24      95.07 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,434  $144,676,942      100.00%     7.868%       641  $ 100,890     82.67%     58.04%     93.88%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  

SCHEDULED PRINCIPAL BALANCE:                               $  542,395,862       
NUMBER OF MORTGAGE LOANS:                                           4,248       
AVERAGE SCHEDULED PRINCIPAL BALANCE:                             $127,683       
WEIGHTED AVERAGE GROSS COUPON:                                     7.593%       
WEIGHTED AVERAGE NET COUPON: (2)                                   7.083%       
WEIGHTED AVERAGE CURRENT FICO SCORE:                                  636       
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                               81.20%       
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                      82.55%       
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                      355       
WEIGHTED AVERAGE SEASONING(MONTHS):                                     2       
WEIGHTED AVERAGE MONTHS TO ROLL: (3)                                   23       
WEIGHTED AVERAGE GROSS MARGIN: (3)                                  6.52%       
WEIGHTED AVERAGE INITIAL RATE CAP: (3)                              3.00%       
WEIGHTED AVERAGE PERIODIC RATE CAP: (3)                             1.02%       
WEIGHTED AVERAGE GROSS MAXIMUM LIFETIME RATE: (3)                  13.57%       

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.
       (3)     Represents the weighted average of the adjustable rate mortgage
loans.                                          

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 CURRENT PRINCIPAL      OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      BALANCE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below          295  $  8,657,004        1.60%    10.095%       644  $  29,346     95.19%     55.17%     88.40%
$50,001 - $75,000        627    39,827,932        7.34      8.176        636     63,521     83.55      58.25      84.97 
$75,001 - $100,000       773    68,599,659       12.65      7.824        632     88,745     82.97      55.47      88.99 
$100,001 - $125,000      745    83,707,915       15.43      7.613        631    112,360     82.64      54.34      91.10 
$125,001 - $150,000      584    80,083,759       14.76      7.554        633    137,130     82.41      49.93      90.88 
$150,001 - $200,000      629   108,808,307       20.06      7.441        636    172,986     82.46      44.42      88.50 
$200,001 - $250,000      327    73,092,235       13.48      7.365        638    223,524     82.07      40.21      88.90 
$250,001 - $300,000      168    46,053,966        8.49      7.253        637    274,131     81.11      35.58      90.02 
$300,001 - $350,000       80    25,936,663        4.78      7.305        658    324,208     81.39       3.85      83.60 
$350,001 - $400,000       16     5,776,565        1.07      7.179        646    361,035     77.21       6.30      75.41 
$400,001 & Above           4     1,851,858        0.34      7.318        645    462,964     81.38       0.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I MORTGAGE LOANS

DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 CURRENT PRINCIPAL      OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      BALANCE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
5.00 - 5.49%              15  $  3,009,603        0.55%     5.308%       693  $ 200,640     78.99%     84.92%    100.00%
5.50 - 5.99%              97    17,188,605        3.17      5.807        667    177,202     78.64      69.14      95.24 
6.00 - 6.49%             282    45,030,966        8.30      6.284        654    159,684     78.47      56.23      96.21 
6.50 - 6.99%             674    99,582,996       18.36      6.762        641    147,749     78.84      51.13      97.81 
7.00 - 7.49%             764   109,253,895       20.14      7.242        635    143,002     80.57      41.97      93.01 
7.50 - 7.99%             838   107,872,266       19.89      7.739        631    128,726     81.56      39.32      87.95 
8.00 - 8.49%             534    60,959,009       11.24      8.234        622    114,155     83.97      39.36      85.16 
8.50 - 8.99%             438    50,790,801        9.36      8.725        630    115,961     89.02      46.13      71.98 
9.00% & Above            606    48,707,722        8.98      9.756        631     80,376     93.62      42.29      76.23 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CREDIT SCORE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above              166  $ 20,165,185        3.72%     7.638%       764  $ 121,477     85.81%     36.90%     59.25%
720 - 739                101    13,436,795        2.48      7.531        728    133,038     86.34      29.98      63.23 
700 - 719                177    23,346,113        4.30      7.440        708    131,899     85.63      37.70      68.35 
680 - 699                252    34,155,575        6.30      7.329        689    135,538     83.76      34.70      84.10 
660 - 679                408    52,955,841        9.76      7.303        669    129,794     81.40      33.90      86.16 
640 - 659                604    81,917,668       15.10      7.345        648    135,625     82.20      36.85      87.99 
620 - 639                891   113,012,980       20.84      7.563        629    126,838     82.63      38.01      91.92 
600 - 619                665    84,291,424       15.54      7.720        609    126,754     83.78      57.69      95.39 
580 - 599                673    76,780,632       14.16      7.777        589    114,087     81.23      64.77      97.64 
560 - 579                175    23,910,807        4.41      8.148        570    136,633     79.89      56.34      93.08 
540 - 559                 92    12,205,094        2.25      8.204        549    132,664     78.70      67.13      96.43 
520 - 539                 30     4,266,552        0.79      8.705        530    142,218     76.77      57.87      96.96 
500 - 519                 14     1,951,197        0.36      8.223        508    139,371     73.84      65.23     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       LIEN           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1                      3,959  $533,233,936       98.31%     7.541%       636  $ 134,689     82.26%     45.50%     88.81%
2                        289     9,161,927        1.69     10.624        652     31,702     99.49      47.55      94.20 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I MORTGAGE LOANS

 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     COMBINED           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            97  $ 12,641,471        2.33%     7.414%       616  $ 130,324     48.64%     20.62%     93.70%
60.01 - 70.00%           110    17,686,691        3.26      7.267        612    160,788     65.98      34.09      84.81 
70.01 - 80.00%         2,533   339,319,851       62.56      7.177        637    133,960     79.56      44.17      94.80 
80.01 - 85.00%           205    28,585,012        5.27      7.979        614    139,439     84.31      43.20      78.58 
85.01 - 90.00%           399    58,849,201       10.85      8.170        630    147,492     89.58      36.83      75.49 
90.01 - 95.00%           283    37,562,797        6.93      8.561        641    132,731     94.52      46.82      74.36 
95.01 - 100.00%          621    47,750,840        8.80      9.013        658     76,893     99.81      77.15      81.36 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below           386  $ 21,803,398        4.02%     8.763%       631  $  56,485     70.01%     31.94%     93.91%
60.01 - 70.00%           110    17,686,691        3.26      7.267        612    160,788     65.98      34.09      84.81 
70.01 - 80.00%         2,533   339,319,851       62.56      7.177        637    133,960     79.56      44.17      94.80 
80.01 - 85.00%           205    28,585,012        5.27      7.979        614    139,439     84.31      43.20      78.58 
85.01 - 90.00%           396    58,659,861       10.81      8.162        630    148,131     89.57      36.90      75.48 
90.01 - 95.00%           269    37,182,282        6.86      8.540        641    138,224     94.51      46.90      74.40 
95.01 - 100.00%          349    39,158,767        7.22      8.662        660    112,203     99.78      83.41      78.23 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   DOCUMENTATION      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Full                   2,139  $246,970,168       45.53%     7.481%       626  $ 115,461     84.20%    100.00%     90.98%
Stated                 1,505   210,067,571       38.73      7.760        647    139,580     81.40       0.00      85.57 
Alt                      574    80,706,797       14.88      7.452        636    140,604     80.94       0.00      91.04 
No Doc                    30     4,651,326        0.86      8.445        687    155,044     74.74       0.00      91.79 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      PURPOSE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Purchase               2,593  $299,266,220       55.17%     7.612%       644  $ 115,413     83.84%     48.41%     85.17%
Cashout Refi           1,288   193,437,624       35.66      7.618        625    150,184     80.77      40.67      92.94 
Rate/term Refi           367    49,692,018        9.16      7.381        632    135,401     81.70      47.16      95.63 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I MORTGAGE LOANS

 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     OCCUPANCY        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Owner Occupied         3,778  $482,200,323       88.90%     7.514%       631  $ 127,634     82.02%     46.60%    100.00%
Investor                 330    40,067,158        7.39      8.443        683    121,416     87.54      42.82       0.00 
Second Home              140    20,128,382        3.71      7.801        655    143,774     85.32      25.39       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family          3,072  $365,995,326       67.48%     7.640%       633  $ 119,139     82.64%     47.88%     91.40%
PUD                      783   117,666,800       21.69      7.346        636    150,277     82.12      45.62      87.11 
Condo                    220    28,078,907        5.18      7.893        651    127,631     84.61      39.64      76.79 
2 Family                 121    19,088,003        3.52      7.700        653    157,752     81.33      29.71      77.53 
3-4 Family                46    10,431,882        1.92      7.624        663    226,780     80.39       8.15      79.84 
Condo Hi-rise              6     1,134,945        0.21      8.418        649    189,158     85.80      34.45      45.11 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       STATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
GA                       706  $ 88,353,578       16.29%     7.550%       634  $ 125,147     83.69%     52.82%     88.65%
FL                       511    79,130,409       14.59      7.571        642    154,854     81.69      33.16      76.09 
TN                       324    29,878,063        5.51      7.707        628     92,216     83.07      54.92      94.68 
NC                       239    25,425,216        4.69      7.792        636    106,382     84.65      53.36      89.10 
OH                       235    24,652,649        4.55      7.651        632    104,905     84.69      59.09      90.68 
TX                       231    23,064,253        4.25      7.791        632     99,845     82.48      49.26      91.97 
VA                       119    18,902,754        3.49      7.349        643    158,847     79.56      38.52      91.26 
CO                       116    18,710,767        3.45      7.057        637    161,300     82.38      52.87      97.06 
SC                       162    18,188,106        3.35      7.785        634    112,272     83.45      50.93      81.01 
MD                        91    17,791,566        3.28      7.468        643    195,512     80.87      41.45      93.31 
Other                  1,514   198,298,501       36.56      7.615        636    130,977     82.15      42.54      91.98 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I MORTGAGE LOANS

 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        ZIP           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
01841                      9  $  2,302,400        0.42%     7.070%       664  $ 255,822     80.00%     12.33%    100.00%
30016                     18     1,838,686        0.34      7.362        649    102,149     82.80      52.32      82.88 
01843                      9     1,836,563        0.34      7.042        655    204,063     80.34       0.00     100.00 
30017                      9     1,613,316        0.30      7.007        641    179,257     79.69      50.21      81.75 
30349                     14     1,577,197        0.29      7.623        627    112,657     83.19      66.98      92.35 
30045                     10     1,512,037        0.28      7.352        647    151,204     80.95      43.74     100.00 
30043                     11     1,481,671        0.27      7.985        658    134,697     83.77      40.93      87.19 
38016                     12     1,429,159        0.26      7.177        637    119,097     84.60      59.62     100.00 
30253                     11     1,395,462        0.26      7.085        621    126,860     80.36      61.14      66.74 
30213                      9     1,394,232        0.26      7.143        662    154,915     83.95      29.50     100.00 
Other                  4,136   526,015,139       96.98      7.603        636    127,180     82.57      45.72      88.82 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
REMAINING MONTHS TO     OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     MATURITY         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1 - 180                  233  $  8,296,580        1.53%    10.222%       655  $  35,608     95.01%     38.78%     90.87%
181 - 240                  6       453,732        0.08      8.020        649     75,622     91.02      55.43     100.00 
241 - 360              4,009   533,645,550       98.39      7.552        636    133,112     82.35      45.63      88.86 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 AMORTIZATION TYPE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
2 YR ARM               1,976  $242,613,917       44.73%     7.668%       624  $ 122,780     83.11%     48.00%     88.92%
2 YR ARM IO            1,036   167,900,362       30.96      7.325        653    162,066     82.12      39.56      88.06 
3 YR ARM                 161    21,346,330        3.94      7.790        606    132,586     81.71      43.47      89.36 
3 YR ARM IO              152    24,208,810        4.46      7.518        639    159,268     83.30      61.84      88.09 
5 YR ARM                  18     2,479,816        0.46      7.312        636    137,768     81.03      34.42      89.37 
5 YR ARM IO               30     5,114,348        0.94      6.892        665    170,478     80.98      46.31      96.61 
Fixed                    590    60,755,907       11.20      7.773        637    102,976     80.02      45.20      89.35 
FIXED 15/30 BLN          190     5,968,149        1.10     10.598        656     31,411     99.32      45.66      92.11 
FIXED 30/40 BLN           16     2,131,146        0.39      7.040        647    133,197     82.16      60.77      91.09 
FIXED IO                  79     9,877,078        1.82      7.697        653    125,026     82.81      51.84      94.40 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I MORTGAGE LOANS

DISTRIBUTION BY INITIAL PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
      INITIAL           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PERIODIC CAP       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.51 - 1.00%               1  $    115,000        0.02%     9.700%       757  $ 115,000    100.00%      0.00%      0.00%
1.01 - 1.50%              19     2,354,945        0.43      7.746        656    123,944     86.46      31.73      67.57 
1.51 - 2.00%               1       334,000        0.06      6.250        647    334,000     63.62       0.00     100.00 
2.51 - 3.00%           3,333   458,136,406       84.47      7.533        635    137,455     82.65      45.36      88.74 
3.01 - 3.50%               9       887,647        0.16      7.504        624     98,627     80.64      24.99      93.54 
3.51 - 4.00%               1        67,148        0.01      7.260        691     67,148     80.00       0.00     100.00 
4.51 - 5.00%               3       640,239        0.12      6.515        639    213,413     85.07     100.00     100.00 
5.51 - 6.00%               6     1,128,199        0.21      7.267        640    188,033     84.03      84.49     100.00 
N/A                      875    78,732,279       14.52      7.958        641     89,980     81.89      46.49      90.24 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PERIODIC CAP       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1.00%                  3,274  $449,175,224       82.81%     7.530%       636  $ 137,195     82.65%     45.53%     88.71%
1.50%                     96    13,876,313        2.56      7.596        616    144,545     83.04      40.54      86.96 
2.00%                      3       612,047        0.11      6.700        664    204,016     83.68      36.76     100.00 
N/A                      875    78,732,279       14.52      7.958        641     89,980     81.89      46.49      90.24 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MONTHS TO RATE RESET

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
MONTHS TO RATE RESET  LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
13 - 24                3,012  $410,514,279       75.69%     7.528%       636  $ 136,293     82.70%     44.55%     88.57%
25 - 36                  313    45,555,140        8.40      7.646        624    145,544     82.56      53.23      88.69 
49 & Above                48     7,594,165        1.40      7.029        655    158,212     80.99      42.43      94.25 
N/A                      875    78,732,279       14.52      7.958        641     89,980     81.89      46.49      90.24 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY LIFE MAXIMUM RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 LIFE MAXIMUM RATE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.00 - 11.99%            100  $ 17,578,800        3.24%     5.771%       668  $ 175,788     79.29%     72.63%     97.30%
12.00 - 12.49%           244    38,566,788        7.11      6.291        653    158,061     79.06      57.79      95.84 
12.50 - 12.99%           557    83,678,002       15.43      6.750        642    150,230     79.24      51.48      97.44 
13.00 - 13.49%           644    92,756,063       17.10      7.222        635    144,031     80.82      41.86      93.29 
13.50 - 13.99%           703    92,290,086       17.02      7.693        632    131,280     81.80      37.92      88.23 
14.00 - 14.49%           427    53,123,873        9.79      8.163        621    124,412     83.92      38.80      85.88 
14.50 - 14.99%           378    47,191,972        8.70      8.631        628    124,846     89.43      47.33      72.85 
15.00 - 15.49%           176    22,025,318        4.06      9.122        621    125,144     91.21      44.24      71.60 
15.50 - 15.99%           108    12,405,195        2.29      9.627        633    114,863     92.91      33.20      70.82 
16.00% & Above            36     4,047,488        0.75     10.324        601    112,430     91.08      39.49      74.97 
N/A                      875    78,732,279       14.52      7.958        641     89,980     81.89      46.49      90.24 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I MORTGAGE LOANS

DISTRIBUTION BY MARGIN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      MARGIN          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.00 - 4.99%             174  $ 28,394,355        5.23%     6.256%       660  $ 163,186     79.55%     66.52%     97.03%
5.00 - 5.49%             238    36,481,561        6.73      6.341        651    153,284     79.38      54.51      95.82 
5.50 - 5.99%             553    82,363,667       15.19      6.811        644    148,940     79.65      50.32      97.11 
6.00 - 6.49%             649    93,752,256       17.28      7.265        634    144,456     80.81      41.04      93.49 
6.50 - 6.99%             681    90,003,764       16.59      7.696        629    132,164     81.64      37.96      88.45 
7.00 - 7.49%             396    48,171,105        8.88      8.172        621    121,644     84.15      41.13      84.97 
7.50 - 7.99%             337    42,465,995        7.83      8.595        630    126,012     89.00      47.24      71.73 
8.00 - 8.49%             181    22,222,308        4.10      9.075        619    122,775     92.24      48.43      77.84 
8.50 - 8.99%             129    15,246,306        2.81      9.450        630    118,188     91.01      32.43      63.42 
9.00 - 9.49%              29     3,869,375        0.71      9.486        619    133,427     90.42      40.44      68.73 
9.50% & Above              6       692,893        0.13     10.266        630    115,482     97.83      53.97      55.12 
N/A                      875    78,732,279       14.52      7.958        641     89,980     81.89      46.49      90.24 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 4,248  $542,395,862      100.00%     7.593%       636  $ 127,683     82.55%     45.53%     88.90%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I ADJUSTABLE RATE MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  

SCHEDULED PRINCIPAL BALANCE:                               $  463,663,584       
NUMBER OF MORTGAGE LOANS:                                           3,373       
AVERAGE SCHEDULED PRINCIPAL BALANCE:                             $137,463       
WEIGHTED AVERAGE GROSS COUPON:                                     7.531%       
WEIGHTED AVERAGE NET COUPON: (2)                                   7.021%       
WEIGHTED AVERAGE CURRENT FICO SCORE:                                  635       
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                               82.66%       
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                      82.66%       
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                      358       
WEIGHTED AVERAGE SEASONING(MONTHS):                                     2       
WEIGHTED AVERAGE MONTHS TO ROLL: (3)                                   23       
WEIGHTED AVERAGE GROSS MARGIN: (3)                                  6.52%       
WEIGHTED AVERAGE INITIAL RATE CAP: (3)                              3.00%       
WEIGHTED AVERAGE PERIODIC RATE CAP: (3)                             1.02%       
WEIGHTED AVERAGE GROSS MAXIMUM LIFETIME RATE: (3)                  13.57%       

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.
       (3)     Represents the weighted average of the adjustable rate mortgage
loans.                                          

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 CURRENT PRINCIPAL      OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      BALANCE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below           23  $  1,131,630        0.24%     8.516%       649  $  49,201     85.80%     56.54%     60.39%
$50,001 - $75,000        476    30,321,680        6.54      8.039        633     63,701     83.79      60.99      85.78 
$75,001 - $100,000       632    55,972,949       12.07      7.761        631     88,565     83.38      56.23      88.93 
$100,001 - $125,000      638    71,771,332       15.48      7.596        630    112,494     82.87      54.85      91.32 
$125,001 - $150,000      512    70,187,916       15.14      7.545        632    137,086     82.80      50.80      90.60 
$150,001 - $200,000      558    96,306,160       20.77      7.454        636    172,592     83.05      44.66      88.23 
$200,001 - $250,000      284    63,551,607       13.71      7.404        637    223,773     82.28      42.12      88.31 
$250,001 - $300,000      155    42,480,161        9.16      7.255        637    274,066     81.25      32.81      89.18 
$300,001 - $350,000       75    24,311,725        5.24      7.313        659    324,156     81.73       2.70      83.79 
$350,001 - $400,000       16     5,776,565        1.25      7.179        646    361,035     77.21       6.30      75.41 
$400,001 & Above           4     1,851,858        0.40      7.318        645    462,964     81.38       0.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I ADJUSTABLE RATE MORTGAGE LOANS

DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CURRENT RATE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
5.00 - 5.49%              12  $  2,384,746        0.51%     5.314%       698  $ 198,729     78.27%     90.22%    100.00%
5.50 - 5.99%              87    15,264,905        3.29      5.799        667    175,459     79.56      71.77      94.64 
6.00 - 6.49%             251    40,395,385        8.71      6.285        651    160,938     78.90      55.28      96.54 
6.50 - 6.99%             576    86,094,795       18.57      6.761        641    149,470     79.22      51.44      97.80 
7.00 - 7.49%             671    96,926,415       20.90      7.240        635    144,451     80.86      41.56      92.66 
7.50 - 7.99%             713    92,923,498       20.04      7.739        630    130,327     82.01      38.12      88.41 
8.00 - 8.49%             417    51,087,686       11.02      8.233        620    122,512     84.29      38.87      85.59 
8.50 - 8.99%             351    43,645,729        9.41      8.722        630    124,347     89.65      47.14      70.32 
9.00% & Above            295    34,940,424        7.54      9.518        627    118,442     92.77      41.52      70.79 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CREDIT SCORE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above              122  $ 17,229,009        3.72%     7.527%       764  $ 141,221     85.67%     35.92%     60.06%
720 - 739                 78    11,709,061        2.53      7.462        727    150,116     86.39      30.86      62.50 
700 - 719                144    20,379,513        4.40      7.477        708    141,524     85.61      34.70      64.96 
680 - 699                190    27,904,545        6.02      7.284        689    146,866     84.02      34.57      84.03 
660 - 679                315    45,055,488        9.72      7.226        669    143,033     81.55      34.70      85.46 
640 - 659                451    66,581,581       14.36      7.236        648    147,631     82.11      35.10      87.77 
620 - 639                710    96,523,365       20.82      7.486        628    135,948     82.62      37.54      92.18 
600 - 619                547    72,304,517       15.59      7.683        609    132,184     84.15      57.82      94.81 
580 - 599                551    68,164,278       14.70      7.690        589    123,710     81.27      64.97      97.51 
560 - 579                145    20,945,849        4.52      8.097        570    144,454     80.72      56.84      92.69 
540 - 559                 77    10,910,723        2.35      8.133        549    141,698     79.57      65.31      97.30 
520 - 539                 29     4,004,457        0.86      8.795        531    138,085     76.89      55.12      96.76 
500 - 519                 14     1,951,197        0.42      8.223        508    139,371     73.84      65.23     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       LIEN           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1                      3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I ADJUSTABLE RATE MORTGAGE LOANS

 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     COMBINED           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            58  $  8,435,837        1.82%     7.465%       612  $ 145,445     48.73%     15.08%     95.58%
60.01 - 70.00%            69    12,394,986        2.67      7.343        603    179,637     66.32      33.75      87.10 
70.01 - 80.00%         2,201   298,778,753       64.44      7.152        637    135,747     79.63      43.71      95.19 
80.01 - 85.00%           175    24,654,881        5.32      7.995        612    140,885     84.34      42.41      77.42 
85.01 - 90.00%           324    50,564,735       10.91      8.150        629    156,064     89.60      36.42      73.98 
90.01 - 95.00%           241    34,045,483        7.34      8.550        642    141,268     94.56      48.53      72.92 
95.01 - 100.00%          305    34,788,909        7.50      8.647        659    114,062     99.82      83.12      76.34 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            58  $  8,435,837        1.82%     7.465%       612  $ 145,445     48.73%     15.08%     95.58%
60.01 - 70.00%            69    12,394,986        2.67      7.343        603    179,637     66.32      33.75      87.10 
70.01 - 80.00%         2,201   298,778,753       64.44      7.152        637    135,747     79.63      43.71      95.19 
80.01 - 85.00%           175    24,654,881        5.32      7.995        612    140,885     84.34      42.41      77.42 
85.01 - 90.00%           324    50,564,735       10.91      8.150        629    156,064     89.60      36.42      73.98 
90.01 - 95.00%           241    34,045,483        7.34      8.550        642    141,268     94.56      48.53      72.92 
95.01 - 100.00%          305    34,788,909        7.50      8.647        659    114,062     99.82      83.12      76.34 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   DOCUMENTATION      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Full                   1,694  $210,368,100       45.37%     7.413%       625  $ 124,184     84.35%    100.00%     90.63%
Stated                 1,195   182,321,941       39.32      7.673        646    152,571     81.36       0.00      85.74 
Alt                      457    66,634,097       14.37      7.459        635    145,808     81.39       0.00      90.15 
No Doc                    27     4,339,445        0.94      8.426        684    160,720     74.78       0.00      94.22 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      PURPOSE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Purchase               2,147  $268,058,039       57.81%     7.530%       643  $ 124,852     83.59%     48.08%     84.53%
Cashout Refi             965   156,183,022       33.68      7.585        623    161,848     81.33      40.45      93.99 
Rate/term Refi           261    39,422,523        8.50      7.327        631    151,044     81.60      46.42      95.80 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I ADJUSTABLE RATE MORTGAGE LOANS

 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     OCCUPANCY        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Owner Occupied         2,988  $411,150,379       88.67%     7.443%       630  $ 137,601     82.01%     46.37%    100.00%
Investor                 268    34,230,890        7.38      8.472        685    127,727     88.94      44.35       0.00 
Second Home              117    18,282,315        3.94      7.760        653    156,259     85.54      24.73       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family          2,406  $308,016,200       66.43%     7.581%       632  $ 128,020     82.73%     47.97%     91.13%
PUD                      644   103,157,938       22.25      7.280        636    160,183     82.33      45.60      86.46 
Condo                    187    25,567,868        5.51      7.899        649    136,727     84.66      38.60      76.09 
2 Family                  93    16,708,937        3.60      7.578        654    179,666     81.32      26.97      81.73 
3-4 Family                39     9,231,390        1.99      7.541        665    236,702     80.98       9.21      84.39 
Condo Hi-rise              4       981,250        0.21      7.852        647    245,313     83.57      36.51      36.51 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       STATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
GA                       564  $ 74,280,986       16.02%     7.492%       633  $ 131,704     83.73%     53.96%     88.39%
FL                       403    65,233,849       14.07      7.603        642    161,871     83.05      32.58      73.51 
TN                       229    23,645,422        5.10      7.645        627    103,255     82.55      57.50      94.07 
NC                       184    21,488,056        4.63      7.653        634    116,783     84.33      53.92      90.22 
OH                       193    21,400,912        4.62      7.577        631    110,886     84.58      58.21      90.10 
TX                       171    17,806,758        3.84      7.758        631    104,133     82.93      51.35      92.36 
CO                       101    17,287,848        3.73      6.958        635    171,167     81.82      51.64      96.82 
VA                        94    16,532,767        3.57      7.279        643    175,881     79.77      34.05      91.47 
MD                        78    16,085,974        3.47      7.494        639    206,230     81.12      42.16      93.78 
MA                        69    15,755,177        3.40      7.169        654    228,336     79.37      20.86      91.46 
Other                  1,287   174,145,833       37.56      7.578        633    135,311     82.40      44.57      91.21 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I ADJUSTABLE RATE MORTGAGE LOANS

 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        ZIP           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
01841                      9  $  2,302,400        0.50%     7.070%       664  $ 255,822     80.00%     12.33%    100.00%
01843                      8     1,793,100        0.39      6.964        655    224,138     79.98       0.00     100.00 
30016                     14     1,674,478        0.36      7.231        650    119,606     82.19      50.39      81.20 
30017                      8     1,496,455        0.32      6.882        640    187,057     78.89      54.13      80.32 
30349                     11     1,402,363        0.30      7.433        633    127,488     83.98      64.88      91.39 
30253                     10     1,276,353        0.28      7.058        619    127,635     80.40      66.84      63.64 
38016                      9     1,240,482        0.27      7.220        629    137,831     84.39      55.41     100.00 
30039                      8     1,180,814        0.25      6.923        634    147,602     79.96      45.83     100.00 
30213                      7     1,140,266        0.25      7.120        652    162,895     84.16      36.07     100.00 
32738                      8     1,135,102        0.24      7.877        638    141,888     84.52      36.60      75.20 
Other                  3,281   449,021,770       96.84      7.543        635    136,855     82.70      45.57      88.63 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     REMAINING          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 MONTHS TO MATURITY   LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
241 - 360              3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 AMORTIZATION TYPE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
2 YR ARM               1,976  $242,613,917       52.33%     7.668%       624  $ 122,780     83.11%     48.00%     88.92%
2 YR ARM IO            1,036   167,900,362       36.21      7.325        653    162,066     82.12      39.56      88.06 
3 YR ARM                 161    21,346,330        4.60      7.790        606    132,586     81.71      43.47      89.36 
3 YR ARM IO              152    24,208,810        5.22      7.518        639    159,268     83.30      61.84      88.09 
5 YR ARM                  18     2,479,816        0.53      7.312        636    137,768     81.03      34.42      89.37 
5 YR ARM IO               30     5,114,348        1.10      6.892        665    170,478     80.98      46.31      96.61 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY INITIAL PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
INITIAL PERIODIC CAP  LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.51 - 1.00%               1  $    115,000        0.02%     9.700%       757  $ 115,000    100.00%      0.00%      0.00%
1.01 - 1.50%              19     2,354,945        0.51      7.746        656    123,944     86.46      31.73      67.57 
1.51 - 2.00%               1       334,000        0.07      6.250        647    334,000     63.62       0.00     100.00 
2.51 - 3.00%           3,333   458,136,406       98.81      7.533        635    137,455     82.65      45.36      88.74 
3.01 - 3.50%               9       887,647        0.19      7.504        624     98,627     80.64      24.99      93.54 
3.51 - 4.00%               1        67,148        0.01      7.260        691     67,148     80.00       0.00     100.00 
4.51 - 5.00%               3       640,239        0.14      6.515        639    213,413     85.07     100.00     100.00 
5.51 - 6.00%               6     1,128,199        0.24      7.267        640    188,033     84.03      84.49     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP I ADJUSTABLE RATE MORTGAGE LOANS

DISTRIBUTION BY PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PERIODIC CAP       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1.00%                  3,274  $449,175,224       96.88%     7.530%       636  $ 137,195     82.65%     45.53%     88.71%
1.50%                     96    13,876,313        2.99      7.596        616    144,545     83.04      40.54      86.96 
2.00%                      3       612,047        0.13      6.700        664    204,016     83.68      36.76     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MONTHS TO RATE RESET

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
MONTHS TO RATE RESET  LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
13 - 24                3,012  $410,514,279       88.54%     7.528%       636  $ 136,293     82.70%     44.55%     88.57%
25 - 36                  313    45,555,140        9.83      7.646        624    145,544     82.56      53.23      88.69 
49 & Above                48     7,594,165        1.64      7.029        655    158,212     80.99      42.43      94.25 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY LIFE MAXIMUM RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 LIFE MAXIMUM RATE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
11.99% & Below           100  $ 17,578,800        3.79%     5.771%       668  $ 175,788     79.29%     72.63%     97.30%
12.00 - 12.49%           244    38,566,788        8.32      6.291        653    158,061     79.06      57.79      95.84 
12.50 - 12.99%           557    83,678,002       18.05      6.750        642    150,230     79.24      51.48      97.44 
13.00 - 13.49%           644    92,756,063       20.01      7.222        635    144,031     80.82      41.86      93.29 
13.50 - 13.99%           703    92,290,086       19.90      7.693        632    131,280     81.80      37.92      88.23 
14.00 - 14.49%           427    53,123,873       11.46      8.163        621    124,412     83.92      38.80      85.88 
14.50 - 14.99%           378    47,191,972       10.18      8.631        628    124,846     89.43      47.33      72.85 
15.00 - 15.49%           176    22,025,318        4.75      9.122        621    125,144     91.21      44.24      71.60 
15.50 - 15.99%           108    12,405,195        2.68      9.627        633    114,863     92.91      33.20      70.82 
16.00% & Above            36     4,047,488        0.87     10.324        601    112,430     91.08      39.49      74.97 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MARGIN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      MARGIN          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
4.99% & Below            174  $ 28,394,355        6.12%     6.256%       660  $ 163,186     79.55%     66.52%     97.03%
5.00 - 5.49%             238    36,481,561        7.87      6.341        651    153,284     79.38      54.51      95.82 
5.50 - 5.99%             553    82,363,667       17.76      6.811        644    148,940     79.65      50.32      97.11 
6.00 - 6.49%             649    93,752,256       20.22      7.265        634    144,456     80.81      41.04      93.49 
6.50 - 6.99%             681    90,003,764       19.41      7.696        629    132,164     81.64      37.96      88.45 
7.00 - 7.49%             396    48,171,105       10.39      8.172        621    121,644     84.15      41.13      84.97 
7.50 - 7.99%             337    42,465,995        9.16      8.595        630    126,012     89.00      47.24      71.73 
8.00 - 8.49%             181    22,222,308        4.79      9.075        619    122,775     92.24      48.43      77.84 
8.50 - 8.99%             129    15,246,306        3.29      9.450        630    118,188     91.01      32.43      63.42 
9.00 - 9.49%              29     3,869,375        0.83      9.486        619    133,427     90.42      40.44      68.73 
9.50% & Above              6       692,893        0.15     10.266        630    115,482     97.83      53.97      55.12 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 3,373  $463,663,584      100.00%     7.531%       635  $ 137,463     82.66%     45.37%     88.67%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-55

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 GROUP I FIXED RATE MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  

SCHEDULED PRINCIPAL BALANCE:                               $  78,732,279        
NUMBER OF MORTGAGE LOANS:                                            875        
AVERAGE SCHEDULED PRINCIPAL BALANCE:                             $89,980        
WEIGHTED AVERAGE GROSS COUPON:                                    7.958%        
WEIGHTED AVERAGE NET COUPON: (2)                                  7.448%        
WEIGHTED AVERAGE CURRENT FICO SCORE:                                 641        
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                              72.60%        
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                     81.89%        
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                     338        
WEIGHTED AVERAGE SEASONING(MONTHS):                                    2        

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 CURRENT PRINCIPAL      OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      BALANCE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below          272  $  7,525,374        9.56%    10.332%       643  $  27,667     96.60%     54.96%     92.62%
$50,001 - $75,000        151     9,506,252       12.07      8.615        646     62,955     82.80      49.51      82.40 
$75,001 - $100,000       141    12,626,710       16.04      8.101        637     89,551     81.14      52.12      89.27 
$100,001 - $125,000      107    11,936,583       15.16      7.715        638    111,557     81.24      51.27      89.78 
$125,001 - $150,000       72     9,895,843       12.57      7.618        642    137,442     79.65      43.75      92.89 
$150,001 - $200,000       71    12,502,147       15.88      7.338        642    176,087     77.87      42.57      90.61 
$200,001 - $250,000       43     9,540,629       12.12      7.109        643    221,875     80.67      27.43      92.78 
$250,001 - $300,000       13     3,573,804        4.54      7.232        626    274,908     79.42      68.47     100.00 
$300,001 - $350,000        5     1,624,938        2.06      7.195        647    324,988     76.31      21.12      80.80 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CURRENT RATE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
5.00 - 5.49%               3  $    624,856        0.79%     5.285%       673  $ 208,285     81.76%     64.67%    100.00%
5.50 - 5.99%              10     1,923,700        2.44      5.875        670    192,370     71.36      48.23     100.00 
6.00 - 6.49%              31     4,635,581        5.89      6.274        673    149,535     74.69      64.52      93.35 
6.50 - 6.99%              98    13,488,201       17.13      6.769        642    137,635     76.42      49.14      97.87 
7.00 - 7.49%              93    12,327,479       15.66      7.258        642    132,554     78.33      45.22      95.76 
7.50 - 7.99%             125    14,948,768       18.99      7.738        635    119,590     78.74      46.77      85.09 
8.00 - 8.49%             117     9,871,322       12.54      8.238        632     84,370     82.31      41.88      82.91 
8.50 - 8.99%              87     7,145,072        9.08      8.738        629     82,127     85.18      39.98      82.15 
9.00% & Above            311    13,767,299       17.49     10.360        640     44,268     95.77      44.26      90.03 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-56

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DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CREDIT SCORE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above               44  $  2,936,175        3.73%     8.290%       763  $  66,731     86.61%     42.65%     54.47%
720 - 739                 23     1,727,734        2.19      8.000        731     75,119     86.00      24.03      68.20 
700 - 719                 33     2,966,601        3.77      7.186        707     89,897     85.76      58.26      91.68 
680 - 699                 62     6,251,030        7.94      7.532        689    100,823     82.61      35.25      84.37 
660 - 679                 93     7,900,354       10.03      7.742        669     84,950     80.58      29.36      90.12 
640 - 659                153    15,336,087       19.48      7.820        649    100,236     82.57      44.41      88.96 
620 - 639                181    16,489,615       20.94      8.017        629     91,103     82.71      40.74      90.42 
600 - 619                118    11,986,906       15.22      7.943        609    101,584     81.59      56.86      98.88 
580 - 599                122     8,616,353       10.94      8.462        590     70,626     80.96      63.17      98.61 
560 - 579                 30     2,964,957        3.77      8.511        570     98,832     74.00      52.80      95.79 
540 - 559                 15     1,294,371        1.64      8.798        549     86,291     71.39      82.42      89.12 
520 - 539                  1       262,095        0.33      7.325        528    262,095     75.00     100.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       LIEN           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1                        586  $ 69,570,352       88.36%     7.606%       639  $ 118,721     79.58%     46.35%     89.72%
2                        289     9,161,927       11.64     10.624        652     31,702     99.49      47.55      94.20 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     COMBINED           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            39  $  4,205,634        5.34%     7.313%       624  $ 107,837     48.45%     31.72%     89.93%
60.01 - 70.00%            41     5,291,705        6.72      7.089        632    129,066     65.19      34.89      79.45 
70.01 - 80.00%           332    40,541,098       51.49      7.364        642    122,112     79.02      47.56      91.94 
80.01 - 85.00%            30     3,930,131        4.99      7.876        626    131,004     84.07      48.18      85.91 
85.01 - 90.00%            75     8,284,466       10.52      8.293        636    110,460     89.42      39.37      84.67 
90.01 - 95.00%            42     3,517,314        4.47      8.669        638     83,746     94.10      30.27      88.35 
95.01 - 100.00%          316    12,961,931       16.46      9.995        654     41,019     99.76      61.13      94.84 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below           328  $ 13,367,561       16.98%     9.582%       643  $  40,755     83.44%     42.57%     92.86%
60.01 - 70.00%            41     5,291,705        6.72      7.089        632    129,066     65.19      34.89      79.45 
70.01 - 80.00%           332    40,541,098       51.49      7.364        642    122,112     79.02      47.56      91.94 
80.01 - 85.00%            30     3,930,131        4.99      7.876        626    131,004     84.07      48.18      85.91 
85.01 - 90.00%            72     8,095,126       10.28      8.233        635    112,432     89.42      39.91      84.87 
90.01 - 95.00%            28     3,136,800        3.98      8.422        637    112,029     94.01      29.14      90.52 
95.01 - 100.00%           44     4,369,858        5.55      8.776        661     99,315     99.46      85.77      93.26 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-57

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 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   DOCUMENTATION      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Full                     445  $ 36,602,068       46.49%     7.877%       633  $  82,252     83.35%    100.00%     92.99%
Stated                   310    27,745,630       35.24      8.330        650     89,502     81.63       0.00      84.42 
Alt                      117    14,072,699       17.87      7.417        640    120,279     78.79       0.00      95.28 
No Doc                     3       311,881        0.40      8.713        722    103,960     74.19       0.00      58.03 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      PURPOSE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Cashout Refi             323  $ 37,254,602       47.32%     7.756%       636  $ 115,339     78.45%     41.59%     88.57%
Purchase                 446    31,208,182       39.64      8.320        647     69,974     85.96      51.18      90.67 
Rate/term Refi           106    10,269,495       13.04      7.587        636     96,882     82.05      50.00      95.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     OCCUPANCY        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Owner Occupied           790  $ 71,049,944       90.24%     7.925%       637  $  89,937     82.07%     47.91%    100.00%
Investor                  62     5,836,268        7.41      8.273        675     94,133     79.31      33.85       0.00 
Second Home               23     1,846,067        2.34      8.198        675     80,264     83.14      31.90       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family            666  $ 57,979,126       73.64%     7.957%       639  $  87,056     82.20%     47.44%     92.78%
PUD                      139    14,508,862       18.43      7.816        639    104,380     80.67      45.76      91.73 
Condo                     33     2,511,038        3.19      7.831        668     76,092     84.06      50.21      84.01 
2 Family                  28     2,379,065        3.02      8.558        650     84,967     81.35      48.96      48.06 
3-4 Family                 7     1,200,492        1.52      8.260        653    171,499     75.87       0.00      44.87 
Condo Hi-rise              2       153,695        0.20     12.032        658     76,848     99.99      21.27     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-58

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 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       STATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
GA                       142  $ 14,072,592       17.87%     7.854%       640  $  99,103     83.49%     46.80%     90.06%
FL                       108    13,896,559       17.65      7.421        641    128,672     75.32      35.85      88.23 
TN                        95     6,232,641        7.92      7.942        631     65,607     85.02      45.13      97.00 
TX                        60     5,257,495        6.68      7.903        633     87,625     80.97      42.17      90.68 
NC                        55     3,937,161        5.00      8.554        645     71,585     86.42      50.31      82.96 
OH                        42     3,251,737        4.13      8.132        633     77,422     85.38      64.93      94.49 
SC                        39     2,904,862        3.69      8.444        640     74,484     84.16      52.86      81.11 
VA                        25     2,369,987        3.01      7.840        648     94,799     78.11      69.72      89.79 
AL                        27     2,073,135        2.63      7.799        647     76,783     79.65      51.89      86.40 
CA                        13     1,993,319        2.53      7.843        634    153,332     82.75      35.12      97.44 
Other                    269    22,742,790       28.89      8.213        645     84,546     83.23      48.14      91.22 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        ZIP           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
06114                      3  $    539,968        0.69%     7.814%       656  $ 179,989     73.98%      0.00%     39.83%
30045                      3       513,737        0.65      6.602        657    171,246     76.73      74.66     100.00 
30157                      5       482,473        0.61      7.991        637     96,495     83.75      77.08      77.08 
23454                      2       462,569        0.59      7.610        687    231,284     88.86     100.00     100.00 
30043                      4       454,865        0.58      8.257        672    113,716     84.62      29.18     100.00 
34743                      3       444,019        0.56      6.791        621    148,006     74.87       0.00     100.00 
81147                      2       429,000        0.54      7.650        688    214,500     84.00     100.00     100.00 
33063                      2       417,126        0.53      7.428        644    208,563     84.63     100.00     100.00 
30263                      3       389,440        0.49      7.562        661    129,813     83.81      28.00     100.00 
31410                      2       374,434        0.48      7.181        643    187,217     80.00      63.91      63.91 
Other                    846    74,224,648       94.27      7.986        640     87,736     81.93      45.88      90.42 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     REMAINING          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 MONTHS TO MATURITY   LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1 - 180                  233  $  8,296,580       10.54%    10.222%       655  $  35,608     95.01%     38.78%     90.87%
181 - 240                  6       453,732        0.58      8.020        649     75,622     91.02      55.43     100.00 
241 - 360                636    69,981,967       88.89      7.689        639    110,035     80.28      47.34      90.10 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 AMORTIZATION TYPE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Fixed                    590  $ 60,755,907       77.17%     7.773%       637  $ 102,976     80.02%     45.20%     89.35%
FIXED 15/30 BLN          190     5,968,149        7.58     10.598        656     31,411     99.32      45.66      92.11 
FIXED 30/40 BLN           16     2,131,146        2.71      7.040        647    133,197     82.16      60.77      91.09 
FIXED IO                  79     9,877,078       12.55      7.697        653    125,026     82.81      51.84      94.40 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   875  $ 78,732,279      100.00%     7.958%       641  $  89,980     81.89%     46.49%     90.24%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 GROUP II MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  

SCHEDULED PRINCIPAL BALANCE:                               $  395,015,731       
NUMBER OF MORTGAGE LOANS:                                           2,002       
AVERAGE SCHEDULED PRINCIPAL BALANCE:                             $197,311       
WEIGHTED AVERAGE GROSS COUPON:                                     7.456%       
WEIGHTED AVERAGE NET COUPON: (2)                                   6.946%       
WEIGHTED AVERAGE CURRENT FICO SCORE:                                  642       
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                               80.55%       
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                      82.43%       
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                      352       
WEIGHTED AVERAGE SEASONING(MONTHS):                                     2       
WEIGHTED AVERAGE MONTHS TO ROLL: (3)                                   23       
WEIGHTED AVERAGE GROSS MARGIN: (3)                                  6.41%       
WEIGHTED AVERAGE INITIAL RATE CAP: (3)                              2.98%       
WEIGHTED AVERAGE PERIODIC RATE CAP: (3)                             1.02%       
WEIGHTED AVERAGE GROSS MAXIMUM LIFETIME RATE: (3)                  13.46%       

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.
       (3)     Represents the weighted average of the adjustable rate mortgage
loans.                                          

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 CURRENT PRINCIPAL      OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      BALANCE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below          149  $  4,672,649        1.18%    10.216%       638  $  31,360     95.76%     76.20%     96.79%
$50,001 - $75,000        151     9,560,531        2.42      8.859        620     63,315     86.18      73.69      93.77 
$75,001 - $100,000       182    16,043,203        4.06      8.237        623     88,149     83.81      73.96      96.71 
$100,001 - $125,000      213    23,948,903        6.06      7.741        630    112,436     83.38      61.47      95.39 
$125,001 - $150,000      227    31,057,837        7.86      7.656        633    136,819     83.08      54.27      98.70 
$150,001 - $200,000      332    58,089,246       14.71      7.436        633    174,968     82.59      48.23      99.10 
$200,001 - $250,000      200    44,641,764       11.30      7.388        637    223,209     83.12      35.71     100.00 
$250,001 - $300,000      160    43,839,939       11.10      7.204        649    274,000     82.63      37.95      98.13 
$300,001 - $350,000      104    33,615,894        8.51      7.284        654    323,230     82.82      33.71      94.19 
$350,001 - $400,000       99    37,222,957        9.42      7.127        640    375,989     82.23      35.43      93.86 
$400,001 & Above         185    92,322,807       23.37      7.255        656    499,042     80.09      25.84      95.57 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 GROUP II MORTGAGE LOANS

DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CURRENT RATE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
4.99% & Below              1  $    279,450        0.07%     4.625%       686  $ 279,450     80.00%    100.00%    100.00%
5.00 - 5.49%               7     1,687,706        0.43      5.367        674    241,101     75.47     100.00     100.00 
5.50 - 5.99%              77    19,950,393        5.05      5.828        668    259,096     78.16      53.11     100.00 
6.00 - 6.49%             165    42,577,958       10.78      6.258        663    258,048     79.29      46.22      99.14 
6.50 - 6.99%             351    82,760,490       20.95      6.750        648    235,785     79.68      41.58      98.34 
7.00 - 7.49%             363    81,065,309       20.52      7.245        643    223,320     80.57      36.67      98.82 
7.50 - 7.99%             348    72,043,180       18.24      7.720        636    207,021     82.30      31.84      97.75 
8.00 - 8.49%             170    32,879,724        8.32      8.224        625    193,410     83.72      38.21      93.52 
8.50 - 8.99%             167    26,867,451        6.80      8.736        628    160,883     89.66      50.01      85.84 
9.00% & Above            353    34,904,070        8.84      9.884        625     98,878     93.44      50.72      93.70 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CREDIT SCORE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above               65  $ 15,407,599        3.90%     7.447%       764  $ 237,040     84.57%     22.98%     89.76%
720 - 739                 46    11,311,203        2.86      7.237        729    245,896     81.95      20.46      90.64 
700 - 719                 92    21,717,416        5.50      7.117        707    236,059     81.98      24.87      95.69 
680 - 699                160    36,244,167        9.18      7.181        689    226,526     82.77      20.42      95.04 
660 - 679                222    48,832,266       12.36      7.230        669    219,965     81.93      24.54      97.12 
640 - 659                304    61,198,173       15.49      7.205        649    201,310     81.19      27.67      98.34 
620 - 639                404    80,473,740       20.37      7.423        629    199,192     82.37      36.84      98.07 
600 - 619                247    45,291,291       11.47      7.622        609    183,366     84.41      62.39      98.30 
580 - 599                258    41,209,247       10.43      7.821        589    159,726     82.96      69.74      95.96 
560 - 579                100    16,216,018        4.11      8.269        570    162,160     84.13      82.03      99.08 
540 - 559                 54     9,194,663        2.33      8.062        549    170,272     80.60      91.99      94.88 
520 - 539                 26     4,126,835        1.04      8.295        531    158,724     79.12     100.00     100.00 
500 - 519                 24     3,793,112        0.96      8.566        512    158,046     74.20      77.12      98.61 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       LIEN           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1                      1,803  $385,673,044       97.63%     7.381%       642  $ 213,906     82.02%     41.05%     96.81%
2                        199     9,342,687        2.37     10.550        658     46,948     99.43      50.47      98.47 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 GROUP II MORTGAGE LOANS

 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     COMBINED           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            30  $  4,440,748        1.12%     6.765%       624  $ 148,025     49.35%     74.55%     96.44%
60.01 - 70.00%            60    14,071,394        3.56      7.227        628    234,523     66.56      46.26      95.93 
70.01 - 80.00%         1,184   260,936,066       66.06      7.069        647    220,385     79.47      34.02      98.80 
80.01 - 85.00%            86    18,802,698        4.76      7.784        619    218,636     84.46      49.68      93.75 
85.01 - 90.00%           201    44,430,215       11.25      7.952        625    221,046     89.68      49.15      90.80 
90.01 - 95.00%           143    24,583,122        6.22      8.722        631    171,910     94.64      57.83      94.14 
95.01 - 100.00%          298    27,751,487        7.03      9.186        658     93,126     99.83      68.60      93.16 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below           229  $ 13,783,435        3.49%     9.331%       647  $  60,190     83.30%     58.23%     97.81%
60.01 - 70.00%            60    14,071,394        3.56      7.227        628    234,523     66.56      46.26      95.93 
70.01 - 80.00%         1,183   260,922,273       66.05      7.069        647    220,560     79.47      34.02      98.80 
80.01 - 85.00%            85    18,785,832        4.76      7.782        619    221,010     84.46      49.63      93.75 
85.01 - 90.00%           196    44,264,199       11.21      7.944        625    225,838     89.68      49.06      90.77 
90.01 - 95.00%           134    24,159,779        6.12      8.698        630    180,297     94.66      57.72      94.44 
95.01 - 100.00%          115    19,028,819        4.82      8.544        659    165,468     99.77      77.48      90.26 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   DOCUMENTATION      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Stated                   751  $179,572,618       45.46%     7.392%       658  $ 239,111     81.99%      0.00%     97.92%
Full                   1,027   163,022,882       41.27      7.449        620    158,737     83.50     100.00      95.67 
Alt                      196    47,318,332       11.98      7.589        654    241,420     80.25       0.00      97.35 
No Doc                    28     5,101,899        1.29      8.695        697    182,211     84.42       0.00      92.35 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      PURPOSE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Purchase               1,484  $287,023,237       72.66%     7.460%       649  $ 193,412     83.03%     31.43%     96.93%
Cashout Refi             438    94,424,432       23.90      7.460        621    215,581     80.76      65.22      96.28 
Rate/term Refi            80    13,568,062        3.43      7.351        636    169,601     81.41      82.64      99.07 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 GROUP II MORTGAGE LOANS

 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     OCCUPANCY        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Owner Occupied         1,941  $382,560,518       96.85%     7.432%       641  $ 197,095     82.29%     40.77%    100.00%
Investor                  37     6,719,808        1.70      8.248        690    181,616     88.33      73.83       0.00 
Second Home               24     5,735,405        1.45      8.141        639    238,975     85.17      36.71       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family          1,326  $238,852,252       60.47%     7.483%       636  $ 180,130     82.42%     46.33%     97.07%
PUD                      477   109,837,043       27.81      7.309        644    230,266     82.03      37.55      98.96 
Condo                     98    18,959,872        4.80      7.729        662    193,468     84.33      23.35      90.49 
2 Family                  52    13,627,569        3.45      7.546        670    262,069     83.33      29.51      91.37 
3-4 Family                42    12,080,408        3.06      7.653        678    287,629     82.44      21.35      92.94 
Condo Hi-rise              5     1,453,856        0.37      7.969        669    290,771     84.72       0.00      74.19 
Townhouse                  2       204,731        0.05      8.635        621    102,365     60.74      47.13      47.13 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       STATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
FL                       330  $ 66,496,626       16.83%     7.404%       650  $ 201,505     82.87%     33.64%     95.63%
CA                       139    43,335,635       10.97      6.935        650    311,767     79.84      26.13      98.80 
GA                       221    38,580,642        9.77      7.640        635    174,573     84.56      48.59      93.41 
VA                        95    22,903,441        5.80      7.363        635    241,089     81.02      55.33      98.51 
TX                       148    19,699,361        4.99      7.545        639    133,104     82.21      43.93      97.79 
NY                        44    16,109,021        4.08      6.997        660    366,114     82.34      35.37      93.47 
TN                        99    14,770,597        3.74      7.532        628    149,198     82.66      42.52      98.64 
MA                        49    14,757,446        3.74      7.377        669    301,172     81.76      21.42     100.00 
MD                        42    12,922,092        3.27      7.227        660    307,669     79.47      35.90      96.44 
IL                        44    11,024,107        2.79      7.853        656    250,548     81.23      33.47     100.00 
Other                    791   134,416,761       34.03      7.645        633    169,933     83.17      48.94      97.03 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 GROUP II MORTGAGE LOANS

 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        ZIP           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
30024                      7  $  2,150,543        0.54%     7.389%       660  $ 307,220     83.06%     42.75%    100.00%
93536                      6     1,913,178        0.48      6.664        636    318,863     79.80      10.60     100.00 
39110                      7     1,610,703        0.41      7.610        625    230,100     73.59      56.04     100.00 
20878                      3     1,376,342        0.35      7.320        648    458,781     84.78      23.92     100.00 
34135                      4     1,335,951        0.34      7.804        666    333,988     81.91       0.00     100.00 
32837                      5     1,320,098        0.33      7.322        669    264,020     84.53      22.64     100.00 
38654                     10     1,310,830        0.33      7.594        633    131,083     83.83      59.54     100.00 
85022                      3     1,281,329        0.32      7.136        627    427,110     82.99     100.00     100.00 
34953                      5     1,254,182        0.32      7.976        629    250,836     84.28       0.00     100.00 
34711                      5     1,199,736        0.30      6.939        640    239,947     83.46      18.74     100.00 
Other                  1,947   380,262,837       96.27      7.460        642    195,307     82.45      41.57      96.72 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     REMAINING          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 MONTHS TO MATURITY   LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1 - 180                  204  $ 11,236,012        2.84%     9.545%       655  $  55,078     91.73%     62.15%     97.32%
181 - 240                 10       954,913        0.24      7.423        645     95,491     82.57      90.52     100.00 
241 - 360              1,788   382,824,806       96.91      7.395        642    214,108     82.16      40.53      96.83 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 AMORTIZATION TYPE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
2 YR ARM                 720  $139,093,293       35.21%     7.567%       625  $ 193,185     83.31%     44.89%     96.32%
2 YR ARM IO              541   151,895,056       38.45      7.199        661    280,767     81.02      21.97      97.23 
3 YR ARM                 103    17,914,256        4.54      7.732        605    173,925     83.97      68.13      94.38 
3 YR ARM IO               59    15,159,880        3.84      7.397        652    256,947     82.93      40.49      94.55 
5 YR ARM                   7     1,080,391        0.27      8.352        630    154,342     84.67      48.77      89.12 
5 YR ARM IO               13     3,928,193        0.99      7.045        662    302,169     77.33      24.70     100.00 
Fixed                    363    52,231,535       13.22      7.344        638    143,889     81.60      78.33      98.02 
FIXED 15/30 BLN          164     7,343,295        1.86     10.561        653     44,776     99.56      53.65      98.05 
FIXED 30/40 BLN            6     1,721,116        0.44      7.391        624    286,853     76.20      55.11     100.00 
FIXED IO                  26     4,648,717        1.18      8.176        663    178,797     83.52      33.78     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 GROUP II MORTGAGE LOANS

DISTRIBUTION BY INITIAL PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
      INITIAL           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PERIODIC CAP       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.51 - 1.00%               3  $    316,070        0.08%     7.228%       613  $ 105,357     84.05%    100.00%    100.00%
1.01 - 1.50%              19     3,259,150        0.83      6.791        620    171,534     82.09      65.70     100.00 
1.51 - 2.00%               7     1,056,480        0.27      7.882        648    150,926     83.71      67.06      89.71 
2.51 - 3.00%           1,407   323,051,833       81.78      7.399        643    229,603     82.17      34.60      96.54 
3.01 - 3.50%               4     1,068,705        0.27      6.952        659    267,176     89.11      45.56     100.00 
5.51 - 6.00%               3       318,829        0.08      8.778        590    106,276     89.03      75.36     100.00 
N/A                      559    65,944,663       16.69      7.762        641    117,969     83.59      71.83      98.22 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PERIODIC CAP       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1.00%                  1,375  $315,736,478       79.93%     7.400%       644  $ 229,627     82.25%     33.47%     96.60%
1.50%                     67    12,994,590        3.29      7.308        609    193,949     81.05      74.20      95.78 
2.00%                      1       340,000        0.09      5.875        655    340,000     80.00     100.00     100.00 
N/A                      559    65,944,663       16.69      7.762        641    117,969     83.59      71.83      98.22 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MONTHS TO RATE RESET

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
MONTHS TO RATE RESET  LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
13 - 24                1,261  $290,988,349       73.67%     7.375%       644  $ 230,760     82.11%     32.93%     96.79%
25 - 36                  162    33,074,136        8.37      7.578        627    204,161     83.49      55.46      94.45 
49 & Above                20     5,008,583        1.27      7.327        655    250,429     78.91      29.89      97.65 
N/A                      559    65,944,663       16.69      7.762        641    117,969     83.59      71.83      98.22 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 GROUP II MORTGAGE LOANS

 DISTRIBUTION BY LIFE MAXIMUM RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 LIFE MAXIMUM RATE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.00 - 11.99%             54  $ 15,776,947        3.99%     5.807%       670  $ 292,166     79.21%     49.32%    100.00%
12.00 - 12.49%           118    31,015,202        7.85      6.234        661    262,841     78.74      34.70     100.00 
12.50 - 12.99%           272    68,328,983       17.30      6.711        650    251,209     80.16      34.26      98.39 
13.00 - 13.49%           289    70,406,335       17.82      7.192        646    243,621     80.50      31.11      98.87 
13.50 - 13.99%           286    63,506,398       16.08      7.651        638    222,050     81.78      27.10      97.73 
14.00 - 14.49%           141    29,273,243        7.41      8.115        628    207,612     82.94      35.89      92.32 
14.50 - 14.99%           124    24,233,094        6.13      8.628        628    195,428     89.36      44.32      85.83 
15.00 - 15.49%            56    10,799,824        2.73      9.046        604    192,854     89.83      50.23      91.93 
15.50 - 15.99%            65    10,882,746        2.76      9.567        620    167,427     93.03      51.99      87.73 
16.00% & Above            38     4,848,295        1.23     10.143        616    127,587     91.46      46.66      98.91 
N/A                      559    65,944,663       16.69      7.762        641    117,969     83.59      71.83      98.22 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MARGIN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      MARGIN          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.00 - 4.99%              81  $ 20,932,942        5.30%     6.335%       667  $ 258,431     79.56%     46.09%     99.44%
5.00 - 5.49%             112    28,737,925        7.28      6.344        660    256,589     78.95      33.72     100.00 
5.50 - 5.99%             292    71,371,386       18.07      6.821        641    244,423     80.13      36.97      97.97 
6.00 - 6.49%             295    71,456,476       18.09      7.247        650    242,225     80.93      29.82      98.63 
6.50 - 6.99%             279    64,255,446       16.27      7.543        643    230,306     81.70      28.02      95.13 
7.00 - 7.49%             117    23,483,590        5.94      8.155        628    200,714     83.61      31.71      95.37 
7.50 - 7.99%             100    21,379,346        5.41      8.618        623    213,793     88.25      35.92      89.25 
8.00 - 8.49%              74    12,014,532        3.04      8.851        614    162,359     89.32      54.21      93.02 
8.50 - 8.99%              63    11,014,518        2.79      9.373        619    174,834     93.07      61.56      87.86 
9.00 - 9.49%              22     3,584,093        0.91      9.864        618    162,913     94.26      44.88      98.88 
9.50% & Above              8       840,814        0.21     10.089        595    105,102     93.22      70.58     100.00 
N/A                      559    65,944,663       16.69      7.762        641    117,969     83.59      71.83      98.22 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 2,002  $395,015,731      100.00%     7.456%       642  $ 197,311     82.43%     41.27%     96.85%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 GROUP II ADJUSTABLE RATE MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  

SCHEDULED PRINCIPAL BALANCE:                               $  329,071,068       
NUMBER OF MORTGAGE LOANS:                                           1,443       
AVERAGE SCHEDULED PRINCIPAL BALANCE:                             $228,046       
WEIGHTED AVERAGE GROSS COUPON:                                     7.395%       
WEIGHTED AVERAGE NET COUPON: (2)                                   6.885%       
WEIGHTED AVERAGE CURRENT FICO SCORE:                                  642       
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                               82.20%       
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                      82.20%       
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                      358       
WEIGHTED AVERAGE SEASONING(MONTHS):                                     2       
WEIGHTED AVERAGE MONTHS TO ROLL: (3)                                   23       
WEIGHTED AVERAGE GROSS MARGIN: (3)                                  6.41%       
WEIGHTED AVERAGE INITIAL RATE CAP: (3)                              2.98%       
WEIGHTED AVERAGE PERIODIC RATE CAP: (3)                             1.02%       
WEIGHTED AVERAGE GROSS MAXIMUM LIFETIME RATE: (3)                  13.46%       

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.
       (3)     Represents the weighted average of the adjustable rate mortgage
loans.                                          

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 CURRENT PRINCIPAL      OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      BALANCE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below            8  $    357,623        0.11%     8.687%       599  $  44,703     84.80%     87.00%     88.81%
$50,001 - $75,000         74     4,692,295        1.43      8.537        607     63,409     84.47      78.20      91.78 
$75,001 - $100,000        98     8,613,399        2.62      8.106        613     87,892     84.21      73.04      97.13 
$100,001 - $125,000      152    17,072,311        5.19      7.683        624    112,318     83.17      57.78      96.18 
$125,001 - $150,000      164    22,399,207        6.81      7.709        632    136,581     83.35      44.91      98.75 
$150,001 - $200,000      278    48,695,789       14.80      7.466        632    175,165     82.45      42.86      98.92 
$200,001 - $250,000      174    38,730,175       11.77      7.376        639    222,587     82.96      30.22     100.00 
$250,001 - $300,000      137    37,461,915       11.38      7.281        649    273,445     82.57      32.52      97.81 
$300,001 - $350,000       93    30,149,253        9.16      7.299        654    324,186     83.29      31.31      93.52 
$350,001 - $400,000       93    34,968,726       10.63      7.165        639    376,008     82.27      32.35      93.46 
$400,001 & Above         172    85,930,374       26.11      7.261        656    499,595     80.32      23.21      95.24 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CURRENT RATE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
4.99% & Below              1  $    279,450        0.08%     4.625%       686  $ 279,450     80.00%    100.00%    100.00%
5.00 - 5.49%               3       965,121        0.29      5.369        627    321,707     84.28     100.00     100.00 
5.50 - 5.99%              57    16,843,071        5.12      5.821        667    295,492     79.08      47.80     100.00 
6.00 - 6.49%             136    36,093,174       10.97      6.268        663    265,391     78.99      38.13      99.18 
6.50 - 6.99%             278    69,168,508       21.02      6.746        648    248,808     79.99      34.98      98.17 
7.00 - 7.49%             293    69,750,682       21.20      7.247        645    238,057     80.56      31.04      98.78 
7.50 - 7.99%             282    61,965,482       18.83      7.718        637    219,736     82.14      24.93      97.46 
8.00 - 8.49%             130    28,013,770        8.51      8.222        625    215,491     83.27      33.16      92.99 
8.50 - 8.99%             119    22,896,334        6.96      8.735        629    192,406     90.19      46.86      84.80 
9.00% & Above            144    23,095,477        7.02      9.612        617    160,385     91.97      48.83      91.96 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CREDIT SCORE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above               44  $ 12,942,604        3.93%     7.544%       765  $ 294,150     85.37%     15.20%     87.94%
720 - 739                 35    10,329,881        3.14      7.226        729    295,139     81.45      16.65      89.88 
700 - 719                 61    16,485,593        5.01      7.076        707    270,256     80.71      13.76      95.01 
680 - 699                118    31,318,874        9.52      7.121        689    265,414     82.19      14.79      94.48 
660 - 679                161    41,469,784       12.60      7.090        669    257,576     80.79      18.85      97.11 
640 - 659                215    50,138,605       15.24      7.127        649    233,203     80.79      19.55      98.19 
620 - 639                296    67,637,834       20.55      7.306        629    228,506     82.03      31.26      98.19 
600 - 619                172    36,330,160       11.04      7.628        609    211,222     84.84      55.44      97.89 
580 - 599                175    33,940,763       10.31      7.763        590    193,947     83.30      64.85      95.73 
560 - 579                 82    13,858,453        4.21      8.319        570    169,006     85.16      80.42      99.63 
540 - 559                 44     7,686,752        2.34      8.095        549    174,699     82.01      90.41      93.88 
520 - 539                 20     3,465,226        1.05      8.214        531    173,261     79.35     100.00     100.00 
500 - 519                 20     3,466,539        1.05      8.458        512    173,327     73.65      74.97      98.48 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       LIEN           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1                      1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     COMBINED           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            12  $  2,076,459        0.63%     6.831%       600  $ 173,038     48.48%     50.79%    100.00%
60.01 - 70.00%            28     9,341,732        2.84      7.441        634    333,633     66.74      22.59      93.87 
70.01 - 80.00%           997   230,106,864       69.93      7.052        648    230,799     79.54      30.49      98.72 
80.01 - 85.00%            56    14,838,779        4.51      7.882        614    264,978     84.58      37.72      95.82 
85.01 - 90.00%           160    38,245,046       11.62      8.033        622    239,032     89.72      41.91      89.68 
90.01 - 95.00%           108    19,866,429        6.04      8.845        629    183,948     94.69      50.98      93.24 
95.01 - 100.00%           82    14,595,759        4.44      8.699        660    177,997     99.75      72.50      87.30 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            12  $  2,076,459        0.63%     6.831%       600  $ 173,038     48.48%     50.79%    100.00%
60.01 - 70.00%            28     9,341,732        2.84      7.441        634    333,633     66.74      22.59      93.87 
70.01 - 80.00%           997   230,106,864       69.93      7.052        648    230,799     79.54      30.49      98.72 
80.01 - 85.00%            56    14,838,779        4.51      7.882        614    264,978     84.58      37.72      95.82 
85.01 - 90.00%           160    38,245,046       11.62      8.033        622    239,032     89.72      41.91      89.68 
90.01 - 95.00%           108    19,866,429        6.04      8.845        629    183,948     94.69      50.98      93.24 
95.01 - 100.00%           82    14,595,759        4.44      8.699        660    177,997     99.75      72.50      87.30 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   DOCUMENTATION      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Stated                   636  $166,683,418       50.65%     7.291%       658  $ 262,081     81.63%      0.00%     97.82%
Full                     615   115,653,893       35.15      7.410        614    188,055     83.69     100.00      94.81 
Alt                      165    41,763,415       12.69      7.613        652    253,112     80.17       0.00      97.00 
No Doc                    27     4,970,342        1.51      8.688        697    184,087     84.01       0.00      92.15 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      PURPOSE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Purchase               1,189  $257,764,305       78.33%     7.359%       650  $ 216,791     82.67%     30.05%     96.66%
Cashout Refi             225    63,973,480       19.44      7.518        614    284,327     80.27      51.70      95.82 
Rate/term Refi            29     7,333,283        2.23      7.576        631    252,872     82.66      69.72     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     OCCUPANCY        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Owner Occupied         1,397  $317,792,030       96.57%     7.367%       641  $ 227,482     82.00%     34.51%    100.00%
Investor                  29     6,057,294        1.84      8.233        696    208,872     89.15      70.97       0.00 
Second Home               17     5,221,744        1.59      8.086        638    307,161     86.21      32.56       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family            892  $189,687,092       57.64%     7.417%       636  $ 212,654     82.05%     38.36%     96.75%
PUD                      384    96,804,874       29.42      7.261        644    252,096     81.99      33.98      98.82 
Condo                     81    17,210,278        5.23      7.647        663    212,473     84.17      21.84      89.70 
2 Family                  43    12,630,679        3.84      7.472        670    293,737     82.98      29.92      91.27 
3-4 Family                37    11,187,789        3.40      7.615        679    302,373     82.29      21.16      93.50 
Condo Hi-rise              5     1,453,856        0.44      7.969        669    290,771     84.72       0.00      74.19 
Townhouse                  1        96,499        0.03      8.730        571     96,499     95.00     100.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       STATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
FL                       237  $ 53,879,329       16.37%     7.406%       651  $ 227,339     83.24%     24.95%     94.60%
CA                       101    37,886,800       11.51      6.740        650    375,117     79.53      21.65      98.63 
GA                       166    34,052,737       10.35      7.526        634    205,137     84.14      46.04      93.04 
VA                        60    17,708,279        5.38      7.501        632    295,138     81.64      42.62      99.63 
NY                        42    15,779,488        4.80      6.960        660    375,702     82.27      36.11      93.33 
TX                       105    15,218,641        4.62      7.512        640    144,939     82.55      41.42      98.03 
MA                        42    13,655,443        4.15      7.309        670    325,130     81.25      19.54     100.00 
TN                        80    12,659,249        3.85      7.484        626    158,241     82.30      42.16      99.19 
MD                        33    11,542,148        3.51      7.200        663    349,762     79.28      30.43      96.01 
IL                        32     9,668,294        2.94      7.756        655    302,134     79.88      29.00     100.00 
Other                    545   107,020,660       32.52      7.598        632    196,368     82.68      41.54      96.73 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        ZIP           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
30024                      6  $  2,005,204        0.61%     7.181%       659  $ 334,201     81.83%     38.61%    100.00%
93536                      5     1,532,166        0.47      6.761        631    306,433     79.75      13.23     100.00 
39110                      5     1,522,640        0.46      7.451        624    304,528     72.06      53.50     100.00 
20878                      3     1,376,342        0.42      7.320        648    458,781     84.78      23.92     100.00 
34953                      5     1,254,182        0.38      7.976        629    250,836     84.28       0.00     100.00 
34135                      3     1,208,043        0.37      7.426        663    402,681     80.00       0.00     100.00 
11433                      3     1,196,773        0.36      6.342        661    398,924     83.75     100.00     100.00 
38654                      7     1,192,071        0.36      7.287        630    170,296     82.22      61.38     100.00 
20853                      2     1,189,537        0.36      7.646        725    594,768     79.60       0.00      61.33 
38017                      3     1,176,019        0.36      6.880        618    392,006     82.33      15.97     100.00 
Other                  1,401   315,418,090       95.85      7.402        642    225,138     82.26      35.32      96.57 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     REMAINING          OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 MONTHS TO MATURITY   LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
241 - 360              1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 AMORTIZATION TYPE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
2 YR ARM                 720  $139,093,293       42.27%     7.567%       625  $ 193,185     83.31%     44.89%     96.32%
2 YR ARM IO              541   151,895,056       46.16      7.199        661    280,767     81.02      21.97      97.23 
3 YR ARM                 103    17,914,256        5.44      7.732        605    173,925     83.97      68.13      94.38 
3 YR ARM IO               59    15,159,880        4.61      7.397        652    256,947     82.93      40.49      94.55 
5 YR ARM                   7     1,080,391        0.33      8.352        630    154,342     84.67      48.77      89.12 
5 YR ARM IO               13     3,928,193        1.19      7.045        662    302,169     77.33      24.70     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-72

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DISTRIBUTION BY INITIAL PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
      INITIAL           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PERIODIC CAP       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
0.51 - 1.00%               3  $    316,070        0.10%     7.228%       613  $ 105,357     84.05%    100.00%    100.00%
1.01 - 1.50%              19     3,259,150        0.99      6.791        620    171,534     82.09      65.70     100.00 
1.51 - 2.00%               7     1,056,480        0.32      7.882        648    150,926     83.71      67.06      89.71 
2.51 - 3.00%           1,407   323,051,833       98.17      7.399        643    229,603     82.17      34.60      96.54 
3.01 - 3.50%               4     1,068,705        0.32      6.952        659    267,176     89.11      45.56     100.00 
5.51 - 6.00%               3       318,829        0.10      8.778        590    106,276     89.03      75.36     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY PERIODIC CAP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PERIODIC CAP       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1.00%                  1,375  $315,736,478       95.95%     7.400%       644  $ 229,627     82.25%     33.47%     96.60%
1.50%                     67    12,994,590        3.95      7.308        609    193,949     81.05      74.20      95.78 
2.00%                      1       340,000        0.10      5.875        655    340,000     80.00     100.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY MONTHS TO RATE RESET

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
MONTHS TO RATE RESET  LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
13 - 24                1,261  $290,988,349       88.43%     7.375%       644  $ 230,760     82.11%     32.93%     96.79%
25 - 36                  162    33,074,136       10.05      7.578        627    204,161     83.49      55.46      94.45 
49 & Above                20     5,008,583        1.52      7.327        655    250,429     78.91      29.89      97.65 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY LIFE MAXIMUM RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
 LIFE MAXIMUM RATE    LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
11.99% & Below            54  $ 15,776,947        4.79%     5.807%       670  $ 292,166     79.21%     49.32%    100.00%
12.00 - 12.49%           118    31,015,202        9.43      6.234        661    262,841     78.74      34.70     100.00 
12.50 - 12.99%           272    68,328,983       20.76      6.711        650    251,209     80.16      34.26      98.39 
13.00 - 13.49%           289    70,406,335       21.40      7.192        646    243,621     80.50      31.11      98.87 
13.50 - 13.99%           286    63,506,398       19.30      7.651        638    222,050     81.78      27.10      97.73 
14.00 - 14.49%           141    29,273,243        8.90      8.115        628    207,612     82.94      35.89      92.32 
14.50 - 14.99%           124    24,233,094        7.36      8.628        628    195,428     89.36      44.32      85.83 
15.00 - 15.49%            56    10,799,824        3.28      9.046        604    192,854     89.83      50.23      91.93 
15.50 - 15.99%            65    10,882,746        3.31      9.567        620    167,427     93.03      51.99      87.73 
16.00% & Above            38     4,848,295        1.47     10.143        616    127,587     91.46      46.66      98.91 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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DISTRIBUTION BY MARGIN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      MARGIN          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
4.99% & Below             81  $ 20,932,942        6.36%     6.335%       667  $ 258,431     79.56%     46.09%     99.44%
5.00 - 5.49%             112    28,737,925        8.73      6.344        660    256,589     78.95      33.72     100.00 
5.50 - 5.99%             292    71,371,386       21.69      6.821        641    244,423     80.13      36.97      97.97 
6.00 - 6.49%             295    71,456,476       21.71      7.247        650    242,225     80.93      29.82      98.63 
6.50 - 6.99%             279    64,255,446       19.53      7.543        643    230,306     81.70      28.02      95.13 
7.00 - 7.49%             117    23,483,590        7.14      8.155        628    200,714     83.61      31.71      95.37 
7.50 - 7.99%             100    21,379,346        6.50      8.618        623    213,793     88.25      35.92      89.25 
8.00 - 8.49%              74    12,014,532        3.65      8.851        614    162,359     89.32      54.21      93.02 
8.50 - 8.99%              63    11,014,518        3.35      9.373        619    174,834     93.07      61.56      87.86 
9.00 - 9.49%              22     3,584,093        1.09      9.864        618    162,913     94.26      44.88      98.88 
9.50% & Above              8       840,814        0.26     10.089        595    105,102     93.22      70.58     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                 1,443  $329,071,068      100.00%     7.395%       642  $ 228,046     82.20%     35.15%     96.57%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP II FIXED RATE MORTGAGE LOANS

SELECTED MORTGAGE LOAN DATA(1)                                                  

SCHEDULED PRINCIPAL BALANCE:                                      $  65,944,663 
NUMBER OF MORTGAGE LOANS:                                                   559 
AVERAGE SCHEDULED PRINCIPAL BALANCE:                                   $117,969 
WEIGHTED AVERAGE GROSS COUPON:                                            7.762%
WEIGHTED AVERAGE NET COUPON: (2)                                          7.252%
WEIGHTED AVERAGE CURRENT FICO SCORE:                                        641 
WEIGHTED AVERAGE ORIGINAL LTV RATIO:                                      72.28%
WEIGHTED AVERAGE COMBINED ORIGINAL LTV RATIO:                             83.59%
WEIGHTED AVERAGE STATED REMAINING TERM (MONTHS):                            326 
WEIGHTED AVERAGE SEASONING(MONTHS):                                           2 

      (1)     All percentages calculated herein are percentages of scheduled
               principal balance as of the Statistical Calculation Date unless
otherwise noted.                                
     (2)     The Weighted Average Net Coupon is equivalent to the Weighted
   Average Gross Coupon less initial Expense Fee Rate.

 DISTRIBUTION BY CURRENT PRINCIPAL BALANCE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 CURRENT PRINCIPAL      OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      BALANCE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
$50,000 & Below          141  $  4,315,026        6.54%    10.343%       641  $  30,603     96.67%     75.30%     97.45%
$50,001 - $75,000         77     4,868,236        7.38      9.169        632     63,224     87.82      69.35      95.69 
$75,001 - $100,000        84     7,429,804       11.27      8.390        635     88,450     83.35      75.03      96.23 
$100,001 - $125,000       61     6,876,592       10.43      7.885        645    112,731     83.91      70.64      93.45 
$125,001 - $150,000       63     8,658,630       13.13      7.518        638    137,439     82.39      78.49      98.55 
$150,001 - $200,000       54     9,393,457       14.24      7.278        637    173,953     83.31      76.06     100.00 
$200,001 - $250,000       26     5,911,589        8.96      7.472        627    227,369     84.13      71.70     100.00 
$250,001 - $300,000       23     6,378,025        9.67      6.752        652    277,305     82.99      69.83     100.00 
$300,001 - $350,000       11     3,466,641        5.26      7.156        655    315,149     78.73      54.54     100.00 
$350,001 - $400,000        6     2,254,231        3.42      6.547        652    375,705     81.59      83.10     100.00 
$400,001 & Above          13     6,392,432        9.69      7.161        655    491,726     76.96      61.24     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY CURRENT RATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CURRENT RATE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
5.00 - 5.49%               4  $    722,585        1.10%     5.363%       737  $ 180,646     63.70%    100.00%    100.00%
5.50 - 5.99%              20     3,107,323        4.71      5.868        672    155,366     73.16      81.91     100.00 
6.00 - 6.49%              29     6,484,784        9.83      6.203        665    223,613     80.94      91.26      98.93 
6.50 - 6.99%              73    13,591,982       20.61      6.768        651    186,192     78.05      75.18      99.16 
7.00 - 7.49%              70    11,314,627       17.16      7.230        630    161,638     80.65      71.33      99.02 
7.50 - 7.99%              66    10,077,698       15.28      7.734        629    152,692     83.32      74.30      99.51 
8.00 - 8.49%              40     4,865,954        7.38      8.238        623    121,649     86.29      67.25      96.57 
8.50 - 8.99%              48     3,971,116        6.02      8.738        618     82,732     86.60      68.18      91.86 
9.00% & Above            209    11,808,594       17.91     10.416        640     56,500     96.32      54.43      97.10 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-75

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DISTRIBUTION BY CREDIT SCORE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   CREDIT SCORE       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
740 & Above               21  $  2,464,995        3.74%     6.938%       759  $ 117,381     80.35%     63.85%     99.32%
720 - 739                 11       981,322        1.49      7.352        728     89,211     87.16      60.59      98.58 
700 - 719                 31     5,231,824        7.93      7.247        708    168,769     85.99      59.88      97.82 
680 - 699                 42     4,925,293        7.47      7.562        690    117,269     86.50      56.24      98.63 
660 - 679                 61     7,362,481       11.16      8.018        668    120,696     88.36      56.58      97.18 
640 - 659                 89    11,059,568       16.77      7.558        650    124,265     82.98      64.48      99.00 
620 - 639                108    12,835,906       19.46      8.042        629    118,851     84.16      66.22      97.42 
600 - 619                 75     8,961,131       13.59      7.598        609    119,482     82.66      90.56     100.00 
580 - 599                 83     7,268,484       11.02      8.089        587     87,572     81.35      92.62      97.02 
560 - 579                 18     2,357,564        3.58      7.977        571    130,976     78.07      91.48      95.86 
540 - 559                 10     1,507,911        2.29      7.893        551    150,791     73.37     100.00     100.00 
520 - 539                  6       661,609        1.00      8.721        529    110,268     77.88     100.00     100.00 
500 - 519                  4       326,573        0.50      9.710        509     81,643     80.00     100.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

DISTRIBUTION BY LIEN

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       LIEN           LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1                        360  $ 56,601,976       85.83%     7.302%       639  $ 157,228     80.98%     75.36%     98.18%
2                        199     9,342,687       14.17     10.550        658     46,948     99.43      50.47      98.47 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY COMBINED ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
     COMBINED           OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   ORIGINAL LTV       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below            18  $  2,364,289        3.59%     6.706%       644  $ 131,349     50.12%     95.42%     93.31%
60.01 - 70.00%            32     4,729,663        7.17      6.805        614    147,802     66.21      93.02     100.00 
70.01 - 80.00%           187    30,829,202       46.75      7.192        639    164,862     78.97      60.38      99.41 
80.01 - 85.00%            30     3,963,920        6.01      7.415        639    132,131     83.99      94.46      86.02 
85.01 - 90.00%            41     6,185,169        9.38      7.446        644    150,858     89.44      93.92      97.73 
90.01 - 95.00%            35     4,716,693        7.15      8.202        640    134,763     94.44      86.68      97.94 
95.01 - 100.00%          216    13,155,728       19.95      9.726        657     60,906     99.92      64.28      99.65 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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DISTRIBUTION BY ORIGINAL LTV

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    ORIGINAL LTV      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
60.00% & Below           217  $ 11,706,976       17.75%     9.774%       655  $  53,949     89.48%     59.55%     97.42%
60.01 - 70.00%            32     4,729,663        7.17      6.805        614    147,802     66.21      93.02     100.00 
70.01 - 80.00%           186    30,815,409       46.73      7.191        639    165,674     78.97      60.37      99.41 
80.01 - 85.00%            29     3,947,053        5.99      7.406        639    136,105     83.99      94.43      85.96 
85.01 - 90.00%            36     6,019,153        9.13      7.372        644    167,199     89.43      94.50      97.67 
90.01 - 95.00%            26     4,293,350        6.51      8.018        636    165,129     94.55      88.95     100.00 
95.01 - 100.00%           33     4,433,059        6.72      8.034        657    134,335     99.82      93.87     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY DOCUMENTATION

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   DOCUMENTATION      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Full                     412  $ 47,368,989       71.83%     7.543%       633  $ 114,973     83.03%    100.00%     97.75%
Stated                   115    12,889,200       19.55      8.704        661    112,080     86.64       0.00      99.16 
Alt                       31     5,554,917        8.42      7.410        667    179,191     80.88       0.00     100.00 
No Doc                     1       131,557        0.20      8.980        678    131,557    100.00       0.00     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY PURPOSE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
      PURPOSE         LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Cashout Refi             213  $ 30,450,952       46.18%     7.338%       636  $ 142,962     81.79%     93.64%     97.26%
Purchase                 295    29,258,932       44.37      8.347        647     99,183     86.25      43.59      99.26 
Rate/term Refi            51     6,234,779        9.45      7.087        641    122,251     79.93      97.84      97.98 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY OCCUPANCY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
     OCCUPANCY        LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Owner Occupied           544  $ 64,768,489       98.22%     7.748%       641  $ 119,060     83.69%     71.49%    100.00%
Investor                   8       662,514        1.00      8.382        635     82,814     80.87     100.00       0.00 
Second Home                7       513,660        0.78      8.696        642     73,380     74.59      78.93       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 DISTRIBUTION BY PROPERTY TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
   PROPERTY TYPE      LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Single Family            434  $ 49,165,159       74.56%     7.738%       639  $ 113,284     83.86%     77.08%     98.29%
PUD                       93    13,032,169       19.76      7.661        645    140,131     82.35      64.09     100.00 
Condo                     17     1,749,594        2.65      8.537        650    102,917     85.88      38.19      98.25 
2 Family                   9       996,890        1.51      8.479        670    110,766     87.80      24.34      92.70 
3-4 Family                 5       892,619        1.35      8.132        674    178,524     84.28      23.66      85.91 
Townhouse                  1       108,232        0.16      8.550        665    108,232     30.19       0.00       0.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY STATE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       STATE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
FL                        93  $ 12,617,298       19.13%     7.394%       648  $ 135,670     81.26%     70.75%    100.00%
CA                        38     5,448,835        8.26      8.288        647    143,390     81.98      57.23     100.00 
VA                        35     5,195,162        7.88      6.893        646    148,433     78.91      98.63      94.72 
GA                        55     4,527,905        6.87      8.498        641     82,326     87.67      67.80      96.20 
TX                        43     4,480,721        6.79      7.656        634    104,203     81.06      52.47      96.94 
PA                        15     2,378,342        3.61      7.860        637    158,556     85.31      63.95      96.94 
AL                        24     2,270,639        3.44      8.376        622     94,610     85.34      74.25     100.00 
LA                        31     2,210,023        3.35      8.291        629     71,291     86.38      83.00     100.00 
OH                        21     2,121,198        3.22      7.454        630    101,009     87.83      85.76     100.00 
TN                        19     2,111,348        3.20      7.823        637    111,124     84.82      44.67      95.29 
Other                    185    22,583,192       34.25      7.813        642    122,071     84.90      75.17      98.14 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY ZIP

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
                        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
       ZIP            LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
55436                      1  $    683,000        1.04%     7.775%       707  $ 683,000     79.98%      0.00%    100.00%
91006                      1       649,423        0.98      6.600        654    649,423     56.52     100.00     100.00 
22310                      1       574,031        0.87      6.875        625    574,031     76.67     100.00     100.00 
19061                      1       519,151        0.79      9.375        626    519,151     80.00       0.00     100.00 
33334                      1       499,037        0.76      6.375        709    499,037     90.00     100.00     100.00 
90260                      1       494,584        0.75      6.875        680    494,584     90.00     100.00     100.00 
39056                      3       453,723        0.69      7.348        650    151,241     81.61      40.33     100.00 
20136                      1       449,552        0.68      6.000        743    449,552     71.86     100.00     100.00 
33180                      1       440,000        0.67      8.375        675    440,000     80.00       0.00     100.00 
32837                      1       431,639        0.65      6.900        675    431,639     80.00       0.00     100.00 
Other                    547    60,750,523       92.12      7.805        639    111,061     84.07      73.28      98.06 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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GROUP II FIXED RATE MORTGAGE LOANS

DISTRIBUTION BY REMAINING MONTHS TO MATURITY

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
 REMAINING MONTHS       OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
    TO MATURITY       LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
1 - 180                  204  $ 11,236,012       17.04%     9.545%       655  $  55,078     91.73%     62.15%     97.32%
181 - 240                 10       954,913        1.45      7.423        645     95,491     82.57      90.52     100.00 
241 - 360                345    53,753,738       81.51      7.395        638    155,808     81.91      73.52      98.37 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

 DISTRIBUTION BY AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                                                                                         WEIGHTED                       
                                             PCT. OF     WEIGHTED   WEIGHTED               AVG.                         
                      NUMBER                 POOL BY       AVG.       AVG.       AVG.    COMBINED     PCT.       PCT.   
    AMORTIZATION        OF     PRINCIPAL    PRINCIPAL     GROSS     CURRENT   PRINCIPAL  ORIGINAL     FULL      OWNER   
        TYPE          LOANS     BALANCE      BALANCE      COUPON      FICO     BALANCE     LTV        DOC      OCCUPIED 
--------------------  ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
                                                                                                                        
Fixed                    363  $ 52,231,535       79.21%     7.344%       638  $ 143,889     81.60%     78.33%     98.02%
FIXED 15/30 BLN          164     7,343,295       11.14     10.561        653     44,776     99.56      53.65      98.05 
FIXED 30/40 BLN            6     1,721,116        2.61      7.391        624    286,853     76.20      55.11     100.00 
FIXED IO                  26     4,648,717        7.05      8.176        663    178,797     83.52      33.78     100.00 
                      ------  ------------  ----------   --------   --------  ---------  --------   --------   -------- 
TOTAL:                   559  $ 65,944,663      100.00%     7.762%       641  $ 117,969     83.59%     71.83%     98.22%
                      ======  ============  ==========   ========   ========  =========  ========   ========   ======== 

This material is for your information and we are not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the        
solicitation of any offer to buy any security in any jurisdiction where such an 
offer or solicitation would be illegal. This material is based on information   
that we consider reliable, but we do not represent that it is accurate or       
complete and it should not be relied upon as such. By accepting this material,  
the recipient agrees that it will not distribute or provide the material to any 
other person. The information contained in this material may not pertain to any 
securities that will actually be sold. The information contained in this        
material may be based on assumptions regarding market conditions and other      
matters as reflected therein. We make no representations regarding the          
reasonableness of such assumptions or the likelihood that any of such           
assumptions will coincide with actual market conditions or events, and this     
material should not be relied upon for such purposes. We and our affiliates,    
officers, directors, partners and employees, including persons involved in the  
preparation or issuance of this material may, from time to time, have long or   
short positions in, and buy or sell, the securities mentioned herein or         
derivatives thereof (including options). Information contained in this material 
is current as of the date appearing on this material only and supersedes all    
prior information regarding such securities and assets. Any information in the  
material, whether regarding the assets backing any securities discussed herein  
or otherwise, will be superseded by the information included in the final       
prospectus for any securities actually sold to you and by any other information 
subsequently filed with the Securities and Exchange Commission ("SEC"). This    
material may be filed with the SEC and incorporated by reference into an        
effective registration statement previously filed with the SEC. Goldman, Sachs &
Co. does not provide accounting, tax or legal advice. In addition, we mutually  
agree that, subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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PROSPECTUS

MORTGAGE-BACKED CERTIFICATES

 MORTGAGE-BACKED NOTES
(Issuable in Series)

GS MORTGAGE SECURITIES CORP.
Seller

     GS Mortgage Securities Corp. may, through one or more trusts, offer to sell
certificates and notes in one or more series with one or more classes. The      
certificates of a series will evidence the beneficial ownership of one or more  
such trusts and the notes will evidence the debt obligations of a trust fund.   
Each trust or trust fund will consist primarily of the following mortgage       
related assets:                                                                 

   o   mortgage loans or participations in mortgage loans secured by one- to
four-family residential properties,                           

o   mortgage loans or participations in mortgage loans secured by     
multifamily residential properties,                           

o   loans or participations in loans secured by security interests on 
shares in cooperative housing corporations,                   

     o   conditional sales contracts and installment sales or loan agreements or
        participations in such contracts or agreements secured by manufactured
housing,                                                      

   o   closed-end and revolving credit line mortgage loans or participations
      in revolving credit line mortgage loans (or certain revolving credit
line mortgage loan balances); and                             

     o   mortgage pass-through securities issued or guaranteed by the Government
National Mortgage Association, the Federal National Mortgage  
         Association, Federal Home Loan Mortgage Corporation or other government
agencies or government-sponsored agencies or privately issued 
mortgage-backed securities.                                   

The certificates or notes of any series may be called "mortgage-backed
certificates", "mortgage pass-through certificates", "mortgage-backed notes",   
"asset-backed certificates", or "asset-backed notes".                           

AN INVESTMENT IN THE CERTIFICATES OR NOTES OF ANY SERIES INVOLVES     
SIGNIFICANT RISKS. YOU SHOULD REVIEW THE INFORMATION UNDER THE CAPTION "RISK    
FACTORS" BEGINNING ON PAGE 2 IN THIS PROSPECTUS BEFORE DECIDING WHETHER TO MAKE 
AN INVESTMENT.                                                                  

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE   
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS PROSPECTUS. ANY REPRESENTATION  
TO THE CONTRARY IS A CRIMINAL OFFENSE.                                          

  Prior to issuance there will have been no market for the certificates or
notes of any series. We cannot assure you that a secondary market for the       
certificates or notes will develop.                                             

     Offers of the certificates or notes, as applicable, may be made through one
or more different methods, including offerings through underwriters.            
Underwritten notes and underwritten certificates will be distributed, or sold by
underwriters managed by:                                                        

GOLDMAN, SACHS & CO.

 The date of this Prospectus is November 17, 2005.

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]
                                                                                                                   
PROSPECTUS SUPPLEMENT.............................................................................................1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................1
RISK FACTORS......................................................................................................2
     You May Have Difficulty Selling The Securities...............................................................2
     Book-Entry Securities May Delay Receipt of Payment and Reports...............................................2
     Your Return on an Investment in The Securities Is Uncertain..................................................2
     Prepayments on the Mortgage Assets Could Lead to Shortfalls in the Distribution of Interest on Your           
         Securities...............................................................................................3
     Delay in Receipt of Liquidation Proceeds; Liquidation Proceeds May Be Less Than the Mortgage Loan             
         Balance..................................................................................................3
     High Loan-to-Value Ratios Increase Risk of Loss..............................................................4
     Some of the Mortgage Loans May Have an Initial Interest-Only Period, Which May Result in Increased            
         Delinquencies and Losses.................................................................................4
     Interest Only and Principal Only Securities Involve Additional Risk..........................................4
     Subordinated Securities Involve More Risks and May Incur Losses..............................................5
     Trust or Trust Fund Assets Are the Only Source of Payments on the Securities.................................5
     The Securities Are Obligations of the Trust Only.............................................................5
     Delays and Expenses Inherent in Foreclosure Procedures Could Delay Distributions to You or Result             
         in Losses................................................................................................5
     The Concentration of Mortgage Assets in Specific Geographic Areas May Increase the Risk of Loss..............6
     Financial Instruments May Not Avoid Losses...................................................................6
     Environmental Conditions Affecting Mortgaged Properties May Result in Losses.................................7
     Security Interests in Manufactured Homes May Be Lost.........................................................7
     Residential Real Estate Values May Fluctuate and Adversely Affect Your Investment in the Securities..........7
     The Trust May Contain Mortgage Assets Secured by Subordinated Liens; These Mortgage Assets Are More           
         Likely Than Mortgage Assets Secured by Senior Liens to Experience Losses.................................8
     Violation of Various Federal, State and Local Laws May Result in Losses on the Mortgage Loans................8
     If Consumer Protection Laws are Violated in the Origination or Servicing of the Loans, Losses on              
         Your Investment Could Result.............................................................................9
     Assets of the Trust or Trust Fund May Include Mortgage Loans Originated Under Less Stringent                  
         Underwriting Standards..................................................................................10
     Assets of the Trust or Trust Fund May Include Delinquent and Sub-Performing Residential Mortgage              
         Loans...................................................................................................10
     Bankruptcy of the Seller or a Sponsor May Delay or Reduce Collections on Loans..............................10
     The Securities Are Not Suitable Investments for All Investors...............................................11
     Your Investment May Not Be Liquid...........................................................................11
     The Ratings on Your Certificates Could Be Reduced or Withdrawn..............................................11
     Conflicts of Interest between the Master Servicer and the Trust.............................................11
     You May Have Income for Tax Purposes Prior to Your Receipt of Cash..........................................12
THE TRUSTS OR TRUST FUNDS........................................................................................13
     The Mortgage Loans - General................................................................................14
     Single Family and Cooperative Loans.........................................................................16
     Multifamily Loans...........................................................................................17
     Manufactured Housing Contracts..............................................................................17
     Revolving Credit Line Mortgage Loans........................................................................18
     Agency Securities...........................................................................................18
     Private Mortgage-Backed Securities..........................................................................23
     U.S. Government Securities..................................................................................25
     Substitution of Mortgage Assets.............................................................................25

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     Pre-Funding and Capitalized Interest Accounts...............................................................25
USE OF PROCEEDS..................................................................................................26
THE SELLER.......................................................................................................26
THE MORTGAGE LOANS...............................................................................................26
     General.....................................................................................................26
     Representations and Warranties; Repurchases.................................................................27
     Optional Purchase of Defaulted Loans........................................................................28
DESCRIPTION OF THE SECURITIES....................................................................................28
     General.....................................................................................................28
     Distributions on Securities.................................................................................30
     Advances....................................................................................................32
     Reports to Securityholders..................................................................................33
     Exchangeable Securities.....................................................................................33
     Book-Entry Registration.....................................................................................35
CREDIT ENHANCEMENT...............................................................................................40
     General.....................................................................................................40
     Subordination...............................................................................................40
     Pool Insurance Policies.....................................................................................41
     Special Hazard Insurance Policies...........................................................................41
     Bankruptcy Bonds............................................................................................42
     FHA Insurance; VA Guarantees; RHS Guarantees................................................................43
         FHA Loans...............................................................................................43
         VA Loans................................................................................................45
         RHS Loans...............................................................................................46
     FHA Insurance on Multifamily Loans..........................................................................47
     Reserve and Other Accounts..................................................................................48
     Other Insurance, Guarantees and Similar Instruments or Agreements...........................................48
     Cross Support...............................................................................................48
YIELD AND PREPAYMENT CONSIDERATIONS..............................................................................49
ADMINISTRATION...................................................................................................50
     Assignment of Mortgage Assets...............................................................................51
     Payments on Mortgage Loans; Deposits to Accounts............................................................53
     Sub-Servicing...............................................................................................54
     Collection Procedures.......................................................................................56
     Hazard Insurance............................................................................................57
     Realization Upon Defaulted Mortgage Loans...................................................................58
     Servicing and Other Compensation and Payment of Expenses....................................................60
     Evidence as to Compliance...................................................................................60
     Certain Matters Regarding the Master Servicer and Us........................................................60
     Events of Default; Rights Upon Event of Default.............................................................61
     The Trustee.................................................................................................64
     Duties of the Trustee.......................................................................................64
     Resignation and Removal of Trustee..........................................................................64
     Amendment...................................................................................................65
     Termination; Optional Termination...........................................................................66
LEGAL ASPECTS OF THE MORTGAGE LOANS..............................................................................66
     General.....................................................................................................66
     Foreclosure/Repossession....................................................................................70
         General.................................................................................................70
     Rights Of Redemption........................................................................................73
         General.................................................................................................73
     Anti-Deficiency Legislation And Other Limitations On Lenders................................................73
     Due-On-Sale Clauses.........................................................................................75
     Prepayment Charges..........................................................................................75
     Subordinate Financing.......................................................................................76
     Applicability of Usury Laws.................................................................................76

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     Servicemembers Civil Relief Act and the California Military and Veterans Code...............................77
     Product Liability and Related Litigation....................................................................77
     Environmental Considerations................................................................................78
     Forfeiture for Drug, RICO and Money Laundering Violations...................................................79
     Other Legal Considerations..................................................................................79
FEDERAL INCOME TAX CONSEQUENCES..................................................................................80
     General.....................................................................................................80
     Miscellaneous Itemized Deductions...........................................................................81
     Tax Treatment of REMIC Regular Interests and Other Debt Instruments.........................................81
     OID.........................................................................................................82
     Market Discount.............................................................................................86
     Amortizable Premium.........................................................................................87
     Consequences of Realized Losses.............................................................................87
     Gain or Loss on Disposition.................................................................................87
     Tax Treatment of Exchangeable Securities....................................................................88
     Taxation of Certain Foreign Holders of Debt Instruments.....................................................91
     Backup Withholding..........................................................................................91
     Reporting and Tax Administration............................................................................92
     Tax Treatment of REMIC Residual Interests...................................................................92
     Special Considerations for Certain Types of Investors.......................................................96
     Treatment by the REMIC of OID, Market Discount, and Amortizable Premium.....................................98
     REMIC-Level Taxes...........................................................................................98
     REMIC Qualification.........................................................................................98
     Grantor Trusts..............................................................................................99
     Tax Treatment of the Grantor Trust Security.................................................................99
     Treatment of Pass-Through Securities.......................................................................100
     Treatment of Strip Securities..............................................................................100
     Determination of Income with Respect to Strip Securities...................................................101
     Purchase of Complementary Classes of Strip Securities......................................................102
     Possible Alternative Characterizations of Strip Securities.................................................102
     Limitations on Deductions With Respect to Strip Securities.................................................103
     Sale of a Grantor Trust Security...........................................................................103
     Taxation of Certain Foreign Holders of Grantor Trust Securities............................................103
     Backup Withholding of Grantor Trust Securities.............................................................104
     Reporting and Tax Administration of Grantor Trust Securities...............................................104
     Taxation of Owners of Owner Trust Securities...............................................................104
     Partnership Taxation.......................................................................................104
     Discount and Premium of Mortgage Loans.....................................................................105
     Section 708 Termination....................................................................................105
     Gain or Loss on Disposition of Partnership Securities......................................................106
     Allocations Between Transferors and Transferees............................................................106
     Section 731 Distributions..................................................................................106
     Section 754 Election.......................................................................................107
     Administrative Matters.....................................................................................107
     Tax Consequences to Foreign Securityholders of a Partnership Trust.........................................108
     Backup Withholding on Partnership Securities...............................................................108
     Reportable Transactions....................................................................................108
STATE, FOREIGN AND LOCAL TAX CONSEQUENCES.......................................................................109
ERISA CONSIDERATIONS............................................................................................109
     General....................................................................................................109
     ERISA Considerations Relating to Certificates..............................................................109
     Underwriter Exemption......................................................................................111
     ERISA Considerations Relating to Notes.....................................................................117
LEGAL INVESTMENT................................................................................................118
METHOD OF DISTRIBUTION..........................................................................................120
LEGAL MATTERS...................................................................................................121

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FINANCIAL INFORMATION...........................................................................................121
     Ratings....................................................................................................121
WHERE YOU CAN FIND MORE INFORMATION.............................................................................122
INDEX...........................................................................................................123

ANNEX I CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS..............................................A-1

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 PROSPECTUS SUPPLEMENT

We provide information to you about the certificates and notes in two 
separate documents that provide progressively more detail:                      

    o   this prospectus, which provides general information, some of which may
not apply to your series of certificates or notes; and        

  o   the accompanying prospectus supplement, which describes the specific
terms of your series of certificates or notes.                

    You should rely primarily on the description of your certificates or notes
in the accompanying prospectus supplement. This prospectus may not be used to   
consummate sales of any certificates or any notes unless it is accompanied by a 
prospectus supplement relating to the certificates or notes being sold.         

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to "incorporate by   
reference" information that we file with them, which means that we can disclose 
important information to you by referring you to those documents. The           
information incorporated by reference is an important part of this prospectus,  
and the information that we file later with the Securities and Exchange         
Commission will automatically update and supersede this information.            

   All documents filed by us with respect to a trust fund referred to in the
accompanying prospectus supplement and the related series of securities after   
the date of this prospectus and before the end of the related offering pursuant 
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as 
amended, are incorporated by reference in this prospectus and are a part of this
prospectus from the date of their filing. Any statement contained in a document 
incorporated by reference in this prospectus is modified or superseded for all  
purposes of this prospectus to the extent that a statement contained in this    
prospectus (or in the accompanying prospectus supplement) or in any other       
subsequently filed document that also is incorporated by reference differs from 
that statement. Any statement so modified or superseded shall not, except as so 
modified or superseded, constitute a part of this prospectus. If so specified in
any such document, such document shall also be deemed to be incorporated by     
reference in the registration statement of which this prospectus forms a part.  

You may request a copy of these filings, at no cost, by writing or    
telephoning us at our principal executive offices at the following address:     

GS Mortgage Securities Corp.
 85 Broad Street
New York, New York 10004
 Telephone: (212) 902-1000

You should rely only on the information incorporated by reference or  
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an     
offer of these securities in any state where the offer is not permitted. Do not 
assume that the information in this prospectus or any prospectus supplement is  
accurate as of any date other than the date on the front of these documents.    

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RISK FACTORS

AN INVESTMENT IN THE CERTIFICATES OR NOTES OF ANY SERIES INVOLVES     
SIGNIFICANT RISKS. BEFORE MAKING AN INVESTMENT DECISION, YOU SHOULD CAREFULLY   
REVIEW THE FOLLOWING INFORMATION AND THE INFORMATION UNDER THE CAPTION "RISK    
FACTORS" IN THE APPLICABLE PROSPECTUS SUPPLEMENT.                               

YOU MAY HAVE DIFFICULTY SELLING THE SECURITIES                                  

    There will be no market for the certificates or notes of any series before
their issuance. We cannot assure you that a secondary market will develop or, if
a secondary market does develop, that it will provide liquidity of investment or
will continue for the life of the certificates or notes. The market value of the
certificates or notes will fluctuate with changes in prevailing rates of        
interest. Consequently, the sale of the certificates or notes in any market that
may develop may be at a discount from the certificates' or notes' par value or  
purchase price. You generally have no right to request redemption of the        
certificates or notes. The certificates and notes are redeemable only under the 
limited circumstances, if any, described in the related prospectus supplement.  
We do not intend to list any class of certificates or notes on any securities   
exchange or to quote the certificates or notes in the automated quotation system
of a regulated securities association. However, if we intend such listing or    
such quotation with respect to some or all of the certificates in a series of   
certificates or some or all of the notes in a series of notes, we will include  
information relevant to such listing in the related prospectus supplement. If   
the certificates or notes are not listed or quoted, you may experience more     
difficulty selling certificates or notes. The prospectus supplement for a series
may indicate that a specified underwriter intends to establish a secondary      
market in some or all of the classes of a series. However, no underwriter will  
be obligated to do so.                                                          

BOOK-ENTRY SECURITIES MAY DELAY RECEIPT OF PAYMENT AND REPORTS                  

    If the trust fund issues certificates or notes in book-entry form, you may
experience delays in receipt of your payments and/or reports, since payments and
reports will initially be made to the book-entry depository or its nominee. In  
addition, the issuance of certificates or notes in book-entry form may reduce   
the liquidity of certificates and notes so issued in the secondary trading      
market, since some investors may be unwilling to purchase certificates and notes
for which they cannot receive physical certificates.                            

YOUR RETURN ON AN INVESTMENT IN THE SECURITIES IS UNCERTAIN                     

Your pre-tax return on any investment in certificates or notes of any 
series will depend on (1) the price that you pay for those certificates or      
notes, (2) the rate at which interest accrues on the certificates or notes and  
(3) the rate at which you receive a return of the principal and, consequently,  
the length of time that your certificates or notes are outstanding and accruing 
interest.                                                                       

o   The Rate of Return of Principal is Uncertain. The amount of       
       distributions of principal of the certificates or notes of any series
         and when you will receive those distributions depends on the amount and
      the times at which borrowers make principal payments on the mortgage
         assets. Those principal payments may be regularly scheduled payments or
         unscheduled payments resulting from prepayments of, or defaults on, the
        mortgage assets. In general, borrowers may prepay their mortgage loans
      in whole or in part at any time. Principal payments also result from
       repurchases due to conversions of adjustable rate loans to fixed rate
         loans, breaches of representations and warranties or the exercise of an
       optional termination right. A prepayment of a mortgage loan generally
     will result in a prepayment on the securities. If you purchase your
  securities at a discount and principal is repaid slower than you
      anticipate, then your yield may be lower than you anticipate. If you
      purchase your securities at a premium and principal is repaid faster
        than you anticipate, then your yield may be lower than you anticipate.
     In addition, a series of certificates or notes may have (1) certain
    classes that are paid principal after other classes or (2) certain
        types of certificates or notes that are more sensitive to prepayments.
       If you own either of these types of certificates or notes, changes in
        timing and the amount of principal payments by borrowers may adversely
  affect you. A variety of economic, social, competitive and other
factors,                                                      

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including changes in interest rates, may influence the rate of
     prepayments on the mortgage loans. We cannot predict the amount and
 timing of payments that will be received and paid to holders of
     certificates or holders of notes in any month or over the period of
time that such certificates or notes remain outstanding.      

  o   Optional Termination May Adversely Affect Yield. A trust fund may be
    subject to optional termination. Any such optional termination may
 adversely affect the yield to maturity on the related series of
        certificates or notes. If the mortgage assets include properties which
 the related trust or trust fund acquired through foreclosure or
      deed-in-lieu of foreclosure, the purchase price paid to exercise the
 optional termination may be less than the outstanding principal
         balances of the related series of certificates or notes. In such event,
         the holders of one or more classes of certificates or notes may incur a
loss.                                                         

o   Credit Enhancement Will Not Cover All Losses. An investment in the
        certificates or notes involves a risk that you may lose all or part of
        your investment. Although a trust fund may include some form of credit
        enhancement, that credit enhancement may not cover every class of note
       or every class of certificate issued by such trust fund. In addition,
        every form of credit enhancement will have certain limitations on, and
       exclusions from, coverage. In most cases, credit enhancements will be
         subject to periodic reduction in accordance with a schedule or formula.
        The trustee may be permitted to reduce, terminate or substitute all or
       a portion of the credit enhancement for any series, if the applicable
rating agencies indicate that the reduction, termination or   
        substitution will not adversely affect the then-current rating of such
series.                                                       

PREPAYMENTS ON THE MORTGAGE ASSETS COULD LEAD TO SHORTFALLS IN THE DISTRIBUTION 
OF INTEREST ON YOUR SECURITIES                                              

     When a voluntary principal prepayment is made by the borrower on a mortgage
loan (excluding any payments made upon liquidation of any mortgage loan), the   
borrower is charged interest on the amount of prepaid principal only up to the  
date of the prepayment, instead of for a full month. However, principal         
prepayments will only be passed through to the holders of the securities once a 
month on the distribution date that follows the prepayment period in which the  
prepayment was received by the applicable servicer. The applicable series of    
securities may contain provisions requiring the applicable servicer to pay an   
amount without any right of reimbursement, for those shortfalls in interest     
collections payable on the securities that are attributable to the difference   
between the interest paid by a borrower in connection with certain voluntary    
principal prepayments and thirty days' interest on the prepaid mortgage loan,   
which may be limited by all or a portion of the monthly servicing fee for the   
related distribution date.                                                      

  If the servicer fails to make required compensating interest payments or
the shortfall exceeds the limitation based on the monthly servicing fee for the 
related distribution date, there will be fewer funds available for the          
distribution of interest on the securities. In addition, no compensating        
interest payments will be available to cover prepayment interest shortfalls     
resulting from types of voluntary prepayments specified in the related          
prospectus supplement for which the applicable servicer is not required to make 
a compensating interest payment or involuntary prepayments (such as liquidation 
of a defaulted mortgage loan). Such shortfalls of interest, if they result in   
the inability of the trust to pay the full amount of the current interest on the
securities, will result in a reduction of the yield on your securities.         

DELAY IN RECEIPT OF LIQUIDATION PROCEEDS; LIQUIDATION PROCEEDS MAY BE LESS THAN 
THE MORTGAGE LOAN BALANCE                                                   

    Substantial delays could be encountered in connection with the liquidation
of delinquent mortgage loans in the related trust. Further, reimbursement of    
advances made on a mortgage loan, liquidation expenses such as legal fees, real 
estate taxes, hazard insurance and maintenance and preservation expenses may    
reduce the portion of liquidation proceeds payable on the securities. If a      
mortgaged property fails to provide adequate security for the mortgage loan, you
will incur a loss on your investment if the credit enhancements are insufficient
to cover the loss.                                                              

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HIGH LOAN-TO-VALUE RATIOS INCREASE RISK OF LOSS                                 

 A trust or trust fund may include mortgage loans with combined original
loan-to-value ratios of 80% or higher. Mortgage loans with higher combined      
original loan-to-value ratios may present a greater risk of loss than mortgage  
loans with original loan-to-value ratios of 80% or below.                       

   Additionally, the determination of the value of a mortgaged property used
in the calculation of the loan-to-value ratios of the mortgage loans may differ 
from the appraised value of such mortgaged properties if current appraisals were
obtained.                                                                       

SOME OF THE MORTGAGE LOANS MAY HAVE AN INITIAL INTEREST-ONLY PERIOD, WHICH MAY  
RESULT IN INCREASED DELINQUENCIES AND LOSSES                                

A trust or trust fund may include mortgage loans that have an initial 
interest-only period. During this period, the payment made by the related       
borrower will be less than it would be if principal of the mortgage loan was    
required to amortize and if the interest rate adjusts to a rate higher than the 
initial fixed rate. In addition, the mortgage loan principal balance will not be
reduced because there will be no scheduled monthly payments of principal during 
this period. As a result, no principal payments will be made on the securities  
with respect to these mortgage loans during their interest-only period unless   
there is a principal prepayment.                                                

  After the initial interest-only period, the scheduled monthly payment on
these mortgage loans will increase, which may result in increased delinquencies 
by the related borrowers, particularly if interest rates have increased and the 
borrower is unable to refinance. In addition, losses may be greater on these    
mortgage loans as a result of the mortgage loan not amortizing during the early 
years of these mortgage loans. Although the amount of principal included in each
scheduled monthly payment for a traditional mortgage loan is relatively small   
during the first few years after the origination of a mortgage loan, in the     
aggregate the amount can be significant. Any resulting delinquencies and losses,
to the extent not covered by credit enhancement, will be allocated to the       
securities.                                                                     

     The performance of these mortgage loans may be significantly different from
mortgage loans that amortize from origination and from mortgage loans whose     
interest rate adjusted from inception. In particular, there may be a higher     
expectation by these mortgagors of refinancing their mortgage loans with a new  
mortgage loan, in particular, one with an initial interest-only period, which   
may result in higher or lower prepayment speeds than would otherwise be the     
case. In addition, the failure by the related mortgagor to build equity in the  
property may affect the delinquency, loss and prepayment experience with respect
to these mortgage loans.                                                        

INTEREST ONLY AND PRINCIPAL ONLY SECURITIES INVOLVE ADDITIONAL RISK             

  Certain securities, called "interest only securities" or "principal only
securities," involve greater uncertainty regarding the return on investment. An 
interest only security is not entitled to any principal payments. If the        
mortgage assets in a pool prepay at rapid rates, it will reduce the amount of   
interest available to pay a related interest only security and may cause an     
investor in that interest only security to fail to recover the investor's       
initial investment.                                                             

    A principal only security is not entitled to any interest payments, and is
usually sold at a price that is less than the face amount of the security. If an
investor in a principal only security receives payments on the security at a    
slow rate, the return on the investment will be low (because, in part, there are
no interest payments to compensate the investor for the use of the investor's   
money).                                                                         

     The prices offered by potential purchasers for interest only securities and
principal only securities vary significantly from time to time, and there may be
times when no potential purchaser is willing to buy an interest only security or
principal only security. As a result, an investment in such securities involves 
a high degree of risk.                                                          

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SUBORDINATED SECURITIES INVOLVE MORE RISKS AND MAY INCUR LOSSES                 

   A series of certificates or notes may provide that one or more classes of
such certificates or notes are subordinated in right of payment to one or more  
other classes of that series or to one or more tranches of certificates or notes
within a class of a series. Certificates or notes that are subordinated to other
certificates or notes have a greater risk of loss because the subordinated      
certificates or notes will not receive principal, interest, or both until the   
more senior certificates or notes receive the payments to which they are        
entitled. Losses are generally allocated first to subordinated securities. If   
the amount available for payments to holders of certificates and notes is less  
than the amount required, including as a result of losses on the mortgage       
assets, the holders of the subordinated certificates or notes will not receive  
the payments that they would have if there had not been a shortfall in the      
amount available.                                                               

TRUST OR TRUST FUND ASSETS ARE THE ONLY SOURCE OF PAYMENTS ON THE SECURITIES    

    Any trust or trust fund will not have any significant assets or sources of
funds other than the mortgage assets and the credit enhancement identified in   
the related prospectus supplement. The trust or trust fund will be the only     
person obligated to make payments on the certificates or notes issued by that   
trust or trust fund. In general, investors will not have recourse against us,   
the trustee, the master servicer, or any of our or their affiliates. Proceeds of
the assets included in the related trust funds (including the mortgage assets   
and any form of credit enhancement) will be the sole source of payments on the  
securities, and there will be no recourse to the seller, a master servicer or   
any other entity in the event that such proceeds are insufficient or otherwise  
unavailable to make all payments provided for under the securities. As a result,
you must depend on payments on the mortgage assets and any related credit       
enhancement for the required payments on your certificates or notes. Any credit 
enhancement will not cover all contingencies, and losses in excess of the       
coverage the credit enhancement provides will be borne directly by the affected 
securityholders.                                                                

THE SECURITIES ARE OBLIGATIONS OF THE TRUST ONLY                                

The securities will not represent an interest in or obligation of the 
seller, any underwriter, the sponsor, any servicer, any seller, any responsible 
party, the trustee or any of their respective affiliates. Unless otherwise      
specified in the related prospectus supplement, neither the securities nor the  
underlying mortgage loans will be guaranteed or insured by any governmental     
agency or instrumentality or by the seller, any underwriter, the sponsor, any   
servicer, any responsible party, the trustee or any of their respective         
affiliates. Proceeds of the assets included in the trust will be the sole source
of payments on the securities, and there will be no recourse to the seller, any 
underwriter, the sponsor, any servicer, any responsible party, the trustee or   
any other person in the event that such proceeds are insufficient or otherwise  
unavailable to make all payments provided for under the securities.             

DELAYS AND EXPENSES INHERENT IN FORECLOSURE PROCEDURES COULD DELAY DISTRIBUTIONS
TO YOU OR RESULT IN LOSSES                                                  

    Substantial delays may occur before mortgage assets are liquidated and the
proceeds forwarded to the trust or trust fund. Property foreclosure actions are 
regulated by state statutes and rules and, like many lawsuits, are characterized
by significant delays and expenses if defenses or counterclaims are made. As a  
result, foreclosure actions can sometimes take several years to complete and    
mortgaged property proceeds may not cover the defaulted mortgage loan amount.   
Expenses incurred in the course of liquidating defaulted mortgage loans will be 
applied to reduce the foreclosure proceeds available to the trust or trust fund.
Liquidation expenses with respect to defaulted mortgage assets do not vary      
directly with the outstanding principal balances of the mortgage assets at the  
time of default. Therefore, assuming that a master servicer, servicer or        
sub-servicer took the same steps in realizing on a defaulted mortgage asset     
having a small remaining principal balance as it would in the case of a         
defaulted mortgage asset having a large remaining principal balance, the amount 
realized after expenses of liquidation would be smaller as a percentage of the  
outstanding principal of the small mortgage assets than would be the case with  
the larger defaulted mortgage assets having a large remaining principal balance.
Also, some states prohibit a lender from obtaining a judgment against the       
mortgagor for                                                                   

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amounts not covered by property proceeds if the mortgaged property is sold      
outside of a judicial proceeding. As a result, you may experience delays in     
receipt of moneys or reductions in amounts payable to you.                      

     There is no assurance that the value of the mortgaged assets for any series
of certificates or notes at any time will equal or exceed the principal amount  
of the outstanding certificates or notes of the series. If trust assets have to 
be sold because of an event of default or otherwise, providers of services to   
the trust (including the trustee, the master servicer, and the credit           
enhancement providers, if any) generally will be entitled to receive the        
proceeds of the sale to the extent of their unpaid fees and other amounts due   
them before any proceeds are paid to the trust or the trust fund. As a result,  
you may not receive the full amount of interest and principal due on your       
certificates or notes.                                                          

   Your investment may be adversely affected by declines in property values.
If the outstanding balance of a mortgage loan or contract and any secondary     
financing on the underlying property is greater than the value of the property, 
there is an increased risk of delinquency, foreclosure and loss. A decline in   
property values could extinguish the value of a junior mortgagee's interest in a
property and, thus, reduce proceeds payable to the securityholders.             

THE CONCENTRATION OF MORTGAGE ASSETS IN SPECIFIC GEOGRAPHIC AREAS MAY INCREASE  
THE RISK OF LOSS                                                            

 The mortgage assets underlying a series of certificates or notes may be
concentrated in certain geographic regions of the United States. In such a case,
losses on the mortgage assets may be higher than would be the case if the       
mortgaged properties were more geographically diversified. For example, some of 
the mortgaged properties may be more susceptible to certain types of special    
hazards, such as earthquakes, hurricanes, floods, fires and other natural       
disasters and major civil disturbances, than residential properties located in  
other parts of the country.                                                     

In addition, the economies of the states with high concentrations of  
mortgaged properties may be adversely affected to a greater degree than the     
economies of other areas of the country by certain regional developments. If the
residential real estate markets in an area of concentration experience an       
overall decline in property values after the dates of origination of the        
respective mortgage assets, then the rates of delinquencies, foreclosures and   
losses on the mortgage assets may increase and the increase may be substantial. 

     The concentration of mortgage assets with specific characteristics relating
to the types of properties, property characteristics, and geographic location   
are likely to change over time. Principal payments may affect the concentration 
levels. Principal payments could include voluntary prepayments and prepayments  
resulting from casualty or condemnation, defaults and liquidations and from     
repurchases due to breaches of representations and warranties. Because principal
payments on the mortgage assets are payable to the subordinated securities at a 
slower rate than principal payments are made to the senior securities, the      
subordinated securities are more likely to be exposed to any risks associated   
with changes in concentrations of mortgage loan or property characteristics.    

FINANCIAL INSTRUMENTS MAY NOT AVOID LOSSES                                      

   A trust or trust fund may include one or more financial instruments, such
as interest rate or other swap agreements and interest rate cap, collar or floor
agreements, to provide protection against certain types of risks or to provide  
certain cash flow characteristics for one or more classes of a series. The      
protection or benefit any such financial instrument provides will be dependent  
on the performance of the provider of such financial instrument. If such        
provider were unable or unwilling to perform its obligations under the related  
financial instrument, the related class or classes of certificates or notes     
could be adversely affected. Any withdrawal or reduction in a credit rating     
assigned to such provider may reduce the market price of the applicable         
certificates or notes and may affect a holder's ability to sell them. If a      
financial instrument is intended to provide an approximate or partial hedge for 
certain risks or cash flow characteristics, holders of the applicable class or  
classes will bear the risk that such an imperfect hedge                         

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may result in a material adverse effect on the yield to maturity, the market    
price and the liquidity of such class or classes.                               

ENVIRONMENTAL CONDITIONS AFFECTING MORTGAGED PROPERTIES MAY RESULT IN LOSSES    

    Environmental conditions may diminish the value of the mortgage assets and
give rise to liability of various parties. There are many federal and state     
environmental laws concerning hazardous wastes, hazardous substances, petroleum 
substances (including heating oil and gasoline), radon and other materials which
may affect the property securing the mortgage assets. For example, under the    
Federal Comprehensive Environmental Response, Compensation and Liability Act, as
amended, and possibly under state law in certain states, a secured party which  
takes a deed-in-lieu of foreclosure or purchases a mortgaged property at a      
foreclosure sale may become liable in certain circumstances for the costs of a  
remedial action if hazardous wastes or hazardous substances have been released  
or disposed of on the property. Such costs may be substantial. It is possible   
that costs for remedial action could become a liability of a trust fund. Such   
costs would reduce the amounts otherwise distributable to holders of            
certificates or notes if a mortgaged property securing a mortgage loan became   
the property of a trust fund and if such trust fund incurred such costs.        
Moreover, certain states by statute impose a priority lien for any such costs   
incurred by such state on the property. In such states, liens for the cost of   
any remedial action have priority even over prior recorded liens. In these      
states, the security interest of the trustee in a property that is subject to   
such a lien could be adversely affected.                                        

SECURITY INTERESTS IN MANUFACTURED HOMES MAY BE LOST                            

     The method of perfecting a security interest in a manufactured home depends
on the laws of the state in which the manufactured home is located and, in some 
cases, the facts and circumstances surrounding the location of the manufactured 
home (for example, whether the manufactured home has become permanently affixed 
to its site). If a manufactured home is moved from one state to another, the    
master servicer, or the sub-servicer must take steps to re-perfect the security 
interest under the laws of the new state. Generally, the master servicer or the 
sub-servicer would become aware of the need to take such steps following notice 
due to the notation of the lender's lien on the applicable certificate of title.
However, if through fraud or administrative error the master servicer, the      
servicer or the sub-servicer did not take such steps in a timely manner, the    
perfected status of the lien on the related manufactured home could be lost.    

Similarly, if a manufactured home were to become or be deemed to be   
permanently affixed to its site, the master servicer, or sub-servicer may have  
to take additional steps to maintain the priority and/or perfection of the      
security interest granted by the related manufactured housing contract. Although
the borrower will have agreed not to permit the manufactured home to become or  
to be deemed to be permanently affixed to the site, we cannot assure you that   
the borrower will comply with this agreement. If the borrower does not comply,  
the applicable servicer would be unlikely to discover such noncompliance, which 
would hinder the servicer's ability to take additional steps, if any, required  
under applicable law to maintain the priority and/or perfection of the lien on  
the manufactured home.                                                          

RESIDENTIAL REAL ESTATE VALUES MAY FLUCTUATE AND ADVERSELY AFFECT YOUR          
INVESTMENT IN THE SECURITIES                                                

    We cannot assure you that values of the mortgaged properties have remained
or will remain at their levels on the dates of origination of the related       
mortgage loans. If the residential real estate market experiences an overall    
decline in property values such that the outstanding principal balances of the  
mortgage loans, and any secondary financing on the mortgaged properties, in a   
particular mortgage pool become equal to or greater than the value of the       
mortgaged properties, the actual rates of delinquencies, foreclosures and losses
could be higher than those now generally experienced in the mortgage lending    
industry. In recent years, borrowers have increasingly financed their homes with
new mortgage loan products, which in many cases have allowed them to purchase   
homes that they might otherwise have been unable to afford. Many of these new   
products feature low monthly payments during the initial years of the loan that 
can increase (in some cases, significantly) over the loan term. There is little 
historical data                                                                 

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with respect to these new mortgage loan products. Consequently, as borrowers    
face potentially higher monthly payments for the remaining terms of their loans,
it is possible that, combined with other economic conditions such as increasing 
interest rates and deterioration of home values, borrower delinquencies and     
defaults could exceed anticipated levels. In that event, the securities, and    
your investment in the securities, may not perform as you anticipate.           

  In addition, adverse economic conditions and other factors (which may or
may not affect real property values) may affect the mortgagors' timely payment  
of scheduled payments of principal and interest on the mortgage loans and,      
accordingly, the actual rates of delinquencies, foreclosures and losses with    
respect to any mortgage pool. For example, in the case of multifamily loans,    
such other factors could include excessive building resulting in an oversupply  
of rental housing stock or a decrease in employment reducing the demand for     
rental units in an area; federal, state or local regulations and controls       
affecting rents; prices of goods and energy; environmental restrictions;        
increasing labor and material costs; and the relative attractiveness to tenants 
of the mortgaged properties. To the extent that credit enhancements do not cover
such losses, such losses will be borne, at least in part, by the holders of the 
securities of the related series.                                               

THE TRUST MAY CONTAIN MORTGAGE ASSETS SECURED BY SUBORDINATED LIENS; THESE      
MORTGAGE ASSETS ARE MORE LIKELY THAN MORTGAGE ASSETS SECURED BY SENIOR LIENS
TO EXPERIENCE LOSSES                                                        

The trust may contain mortgage assets that are in a subordinate lien  
position. Mortgages or deeds of trust securing subordinate mortgage assets will 
be satisfied after the claims of the senior mortgage holders and the foreclosure
costs are satisfied. In addition, a subordinate lender may only foreclose in a  
manner that is consistent with the rights of the senior lender. As a result, the
subordinate lender generally must either pay the related senior lender in full  
at or before the foreclosure sale or agree to make the regular payments on the  
senior mortgage asset. Since the trust will not have any source of funds to     
satisfy any senior mortgage or to continue making payments on that mortgage, the
trust's ability as a practical matter to foreclose on any subordinate mortgage  
will be limited. In addition, since foreclosure proceeds first retire any senior
liens, the foreclosure proceeds may not be sufficient to pay all amounts owed to
you.                                                                            

   An overall decline in the residential real estate markets could adversely
affect the values of the mortgaged properties and cause the outstanding         
principal balances of the second lien mortgage loans, together with the senior  
mortgage loans secured by the same mortgaged properties, to equal or exceed the 
value of the mortgaged properties. This type of a decline would adversely affect
the position of a subordinate mortgagee before having the same effect on the    
related first mortgagee. A rise in interest rates over a period of time and the 
general condition of a mortgaged property as well as other factors may have the 
effect of reducing the value of the mortgaged property from the appraised value 
at the time the mortgage loan was originated. If there is a reduction in value  
of the mortgaged property, the ratio of the amount of the mortgage loan to the  
value of the mortgaged property may increase over what it was at the time the   
mortgage loan was originated. This type of increase may reduce the likelihood of
liquidation or other proceeds being sufficient to satisfy the second lien       
mortgage loan after satisfaction of any senior liens. In circumstances where the
applicable servicer determines that it would be uneconomical to foreclose on the
related mortgaged property, the servicer may write off the entire outstanding   
principal balance of the related subordinate lien mortgage loan as bad debt.    

VIOLATION OF VARIOUS FEDERAL, STATE AND LOCAL LAWS MAY RESULT IN LOSSES ON THE  
MORTGAGE LOANS                                                              

   There has been an increased focus by state and federal banking regulatory
agencies, state attorneys general offices, the Federal Trade Commission, the    
U.S. Department of Justice, the U.S. Department of Housing and Urban Development
and state and local governmental authorities on certain lending practices by    
some companies in the subprime industry, sometimes referred to as "predatory    
lending" practices. Sanctions have been imposed by state, local and federal     
governmental agencies for practices including, but not limited to, charging     
borrowers excessive fees, imposing higher interest rates than the borrower's    
credit risk warrants and failing to adequately disclose the material terms of   
loans to the borrowers.                                                         

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     Applicable state and local laws generally regulate interest rates and other
charges, require certain disclosure, impact closing practices, and require      
licensing of originators. In addition, other state and local laws, public policy
and general principles of equity relating to the protection of consumers, unfair
and deceptive practices and debt collection practices may apply to the          
origination, ownership, servicing and collection of the mortgage loans.         

The mortgage loans are also subject to federal laws, including:       

    o the Federal Truth in Lending Act and Regulation Z promulgated under that
Act, which require certain disclosures to the mortgagors regarding the terms of 
the mortgage loans;                                                             

    o the Equal Credit Opportunity Act and Regulation B promulgated under that
Act, which prohibit discrimination on the basis of age, race, color, sex,       
religion, marital status, national origin, receipt of public assistance or the  
exercise of any right under the Consumer Credit Protection Act, in the extension
of credit; and                                                                  

   o the Fair Credit Reporting Act, which regulates the use and reporting of
information related to the mortgagor's credit experience.                       

     Violations of certain provisions of these federal, state and local laws may
limit the ability of the applicable servicer to collect all or part of the      
principal of, or interest on, the mortgage loans and in addition could subject  
the related trust to damages and administrative enforcement (including          
disgorgement of prior interest and fees paid). In particular, an originator's   
failure to comply with certain requirements of federal and state laws could     
subject the trust (and other assignees of the mortgage loans) to monetary       
penalties, and result in the obligors' rescinding the mortgage loans against    
either the trust or subsequent holders of the mortgage loans.                   

IF CONSUMER PROTECTION LAWS ARE VIOLATED IN THE ORIGINATION OR SERVICING OF THE 
LOANS, LOSSES ON YOUR INVESTMENT COULD RESULT                               

  In addition to federal laws, most states and some local governments have
laws and public policies for the protection of consumers that prohibit unfair   
and deceptive practices in the origination, servicing and collection of loans,  
regulate interest rates and other loan changes and require licensing of loan    
originators and servicers. Violations of these laws may limit the ability of the
master servicer or the sub-servicer to collect interest or principal on the     
mortgage assets and may entitle the borrowers to a refund of amounts previously 
paid. Any limit on the master servicer's or the sub-servicer's ability to       
collect interest or principal on a mortgage loan may result in a loss to you.   

 The mortgage loans may also be governed by federal laws relating to the
origination and underwriting of mortgage loans. These laws:                     

   o   require specified disclosures to the borrowers regarding the terms of
the mortgage loans;                                           

o   prohibit discrimination on the basis of age, race, color, sex,    
         religion, marital status, national origin, receipt of public assistance
       or the exercise of any right under the consumer credit protection act
in the extension of credit;                                   

     o   regulate the use and reporting of information related to the borrower's
credit experience;                                            

   o   require additional application disclosures, limit changes that may be
        made to the loan documents without the borrower's consent and restrict
   a lender's ability to declare a default or to suspend or reduce a
borrower's credit limit to enumerated events;                 

  o   permit a homeowner to withhold payment if defective craftsmanship or
         incomplete work do not meet the quality and durability standards agreed
to by the homeowner and the contractor; and                   

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     o   limit the ability of the master servicer or the sub-servicer to collect
         full amounts of interest on some mortgage assets and interfere with the
         ability of the master servicer or the sub-servicer to foreclose on some
mortgaged properties.                                         

 If particular provisions of these federal laws are violated, the master
servicer or the sub-servicer may be unable to collect all or part of the        
principal or interest on the mortgage assets. The trust also could be exposed to
damages and administrative enforcement. In either event, losses on your         
investment could result.                                                        

ASSETS OF THE TRUST OR TRUST FUND MAY INCLUDE MORTGAGE LOANS ORIGINATED UNDER   
LESS STRINGENT UNDERWRITING STANDARDS                                       

The assets of the trust or trust fund may include residential mortgage
loans that were made, in part, to borrowers who, for one reason or another, are 
not able, or do not wish, to obtain financing from traditional sources. These   
mortgage loans may be considered to be of a riskier nature than mortgage loans  
made by traditional sources of financing, so that the holders of the securities 
may be deemed to be at greater risk of loss than if the mortgage loans were made
to other types of borrowers.                                                    

    The underwriting standards used in the origination of these mortgage loans
are generally less stringent than those of Fannie Mae or Freddie Mac with       
respect to a borrower's credit history and in certain other respects. Borrowers 
on these mortgage loans may have an impaired or unsubstantiated credit history. 
As a result of this less stringent approach to underwriting, the mortgage loans 
purchased by the trust may experience higher rates of delinquencies, defaults   
and foreclosures than mortgage loans underwritten in a manner which is more     
similar to the Fannie Mae and Freddie Mac guidelines.                           

ASSETS OF THE TRUST OR TRUST FUND MAY INCLUDE DELINQUENT AND SUB-PERFORMING     
RESIDENTIAL MORTGAGE LOANS                                                  

The assets of the trust or trust fund may include residential mortgage
loans that are delinquent or sub-performing. The credit enhancement provided    
with respect to your series of securities may not cover all losses related to   
these delinquent or sub-performing residential loans. You should consider the   
risk that including these residential loans in the trust fund could increase the
risk that you will suffer losses because:                                       

    o   the rate of defaults and prepayments on the residential mortgage loans
to increase; and                                              

 o   in turn, losses may exceed the available credit enhancement for the
series and affect the yield on your securities.               

BANKRUPTCY OF THE SELLER OR A SPONSOR MAY DELAY OR REDUCE COLLECTIONS ON LOANS  

     The seller and the sponsor for each series of securities may be eligible to
become a debtor under the United States Bankruptcy Code. If the seller or a     
sponsor for any series of securities were to become a debtor under the United   
States Bankruptcy Code, the bankruptcy court could be asked to determine whether
the mortgage assets that support your series of securities constitute property  
of the debtor, or whether they constitute property of the related issuing       
entity. If the bankruptcy court were to determine that the mortgage assets      
constitute property of the estate of the debtor, there could be delays in       
payments to certificateholders of collections on the mortgage assets and/or     
reductions in the amount of the payments paid to certificateholders. The        
mortgage assets would not constitute property of the estate of the seller or of 
the sponsor if the transfer of the mortgage assets from the sponsor to the      
seller and from the seller to the related issuing entity are treated as true    
sales, rather than pledges, of the mortgage assets.                             

     The transactions contemplated by this prospectus and the related prospectus
supplements will be structured so that, if there were to be a bankruptcy        
proceeding with respect to the sponsor or the seller, the mortgage asset        
transfers described above should be treated as true sales, and not as pledges.  
The mortgage assets should accordingly be treated as property of the related    
issuing entity and not as part of                                               

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the bankruptcy estate of the seller or sponsor. In addition, the seller is      
operated in a manner that should make it unlikely that it would become the      
subject of a bankruptcy filing.                                                 

However, there can be no assurance that a bankruptcy court would not  
recharacterize the mortgage asset transfers described above as borrowings of the
seller or sponsor secured by pledges of the mortgage assets. Any request by the 
debtor (or any of its creditors) for such a recharacterization of these         
transfers, if successful, could result in delays in payments of collections on  
the mortgage assets and/or reductions in the amount of the payments paid to     
certificateholders, which could result in losses on the related series of       
securities. Even if a request to recharacterize these transfers were to be      
denied, delays in payments on the mortgage assets and resulting delays or losses
on the related series of securities could result.                               

THE SECURITIES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS                   

The certificates and the notes are complex investments that are not   
appropriate for all investors. The interaction of the factors described in this 
prospectus and the related prospectus supplement is difficult to analyze and may
change from time to time while the certificates or notes of a series are        
outstanding. It is impossible to predict with any certainty the amount or timing
of distributions on the certificates or notes of a series or the likely return  
on an investment in any such securities. As a result, only sophisticated        
investors with the resources to analyze the potential risks and rewards of an   
investment in the certificates or notes should consider such an investment.     

YOUR INVESTMENT MAY NOT BE LIQUID                                               

   The underwriter intends to make a secondary market in the securities, but
it will have no obligation to do so. We cannot assure you that such a secondary 
market will develop or, if it develops, that it will continue. Consequently, you
may not be able to sell your securities readily or at prices that will enable   
you to realize your desired yield. The market values of the securities are      
likely to fluctuate; these fluctuations may be significant and could result in  
significant losses to you.                                                      

    The secondary markets for asset backed securities have experienced periods
of illiquidity and can be expected to do so in the future. Illiquidity can have 
a severely adverse effect on the prices of securities that are especially       
sensitive to prepayment, credit, or interest rate risk, or that have been       
structured to meet the investment requirements of limited categories of         
investors. The related prospectus supplement may specify that the securities are
not "mortgage related securities" for purposes of the Secondary Mortgage Market 
Enhancement Act of 1984, as amended. In that case, many institutions that lack  
the legal authority to invest in securities that do not constitute "mortgage    
related securities" will not be able to invest in those securities, thereby     
limiting the market for those securities. If your investment activities are     
subject to legal investment laws and regulations, regulatory capital            
requirements, or review by regulatory authorities, then you may be subject to   
restrictions on investment in the securities. You should consult your own legal 
advisors for assistance in determining the suitability of and consequences to   
you of the purchase, ownership, and sale of those securities. See "Legal        
Investment" in this prospectus and in the related prospectus supplement.        

THE RATINGS ON YOUR CERTIFICATES COULD BE REDUCED OR WITHDRAWN                  

     Each rating agency rating the securities may change or withdraw its initial
ratings at any time in the future if, in its judgment, circumstances warrant a  
change. No person is obligated to maintain the ratings at their initial levels. 
If a rating agency reduces or withdraws its rating on one or more classes of the
securities, the liquidity and market value of the affected securities is likely 
to be reduced.                                                                  

CONFLICTS OF INTEREST BETWEEN THE MASTER SERVICER AND THE TRUST                 

  The master servicer or an affiliate of the master servicer may initially
own all or a portion of certain classes of the securities. The timing of        
mortgage loan foreclosures and sales of the related mortgaged properties, which 
will be under the control of the master servicer, may affect the weighted       
average lives                                                                   

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and yields of the securities. Although the servicing standard in the related    
servicing agreement will obligate the master servicer to service the mortgage   
loans without regard to the ownership or non ownership of any securities by the 
master servicer or any of its affiliates, you should consider the possibility   
that the timing of such foreclosures or sales may not be in the best interests  
of all securityholders. You should also consider that, other than the general   
servicing standard described above, no specific guidelines will be set forth in 
the related servicing agreement to resolve or minimize potential conflicts of   
interest of this sort.                                                          

YOU MAY HAVE INCOME FOR TAX PURPOSES PRIOR TO YOUR RECEIPT OF CASH              

  Securities purchased at a discount and securities purchased at a premium
that are deemed to have original issue discount may incur tax liabilities prior 
to a holder's receiving the related cash payments.                              

 In addition, holders of REMIC residual certificates will be required to
report on their federal income tax returns as ordinary income their pro rata    
share of the taxable income of the REMIC, regardless of the amount or timing of 
their receipt of cash payments, as described in "Federal Income Tax             
Consequences" in this prospectus. Accordingly, holders of offered securities    
that constitute REMIC residual certificates may have taxable income and tax     
liabilities arising from their investment during a taxable year in excess of the
cash received during that year. The requirement that holders of REMIC residual  
certificates report their pro rata share of the taxable income and net loss will
continue until the outstanding balances of all classes of securities of the     
series have been reduced to zero, even though holders of REMIC residual         
certificates have received full payment of their stated interest and principal. 
The holder's share of the REMIC taxable income may be treated as excess         
inclusion income to the holder, which:                                          

o   generally, will not be subject to offset by losses from other     
activities,                                                   

    o   for a tax-exempt holder, will be treated as unrelated business taxable
income, and                                                   

   o   for a foreign holder, will not qualify for exemption from withholding
tax.                                                          

   Individual holders of REMIC residual certificates may be limited in their
ability to deduct servicing fees and other expenses of the REMIC. In addition,  
REMIC residual certificates are subject to certain restrictions on transfer.    
Because of the special tax treatment of REMIC residual certificates, the taxable
income arising in a given year on a REMIC residual certificate will not be equal
to the taxable income associated with investment in a corporate bond or stripped
instrument having similar cash flow characteristics and pre-tax yield.          
Therefore, the after-tax yield on the REMIC residual certificate may be         
significantly less than that of a corporate bond or stripped instrument having  
similar cash flow characteristics. See "Federal Income Tax Consequences" in this
prospectus.                                                                     

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 THE TRUSTS OR TRUST FUNDS

    A trust or trust fund for a series of securities will consist primarily of
mortgage assets consisting of:                                        

1.  a mortgage pool* comprised of:                                    

     o   Single family loans. "SINGLE FAMILY LOANS" consist of mortgage loans or
 participations in mortgage loans secured by one- to four-family
         residential properties (which may have mixed residential and commercial
uses),                                                        

 o   Multifamily loans. "MULTIFAMILY LOANS" consist of mortgage loans or
     participations in mortgage loans secured by multifamily residential
    properties (which may have mixed residential and commercial uses),

o   Cooperative loans. "COOPERATIVE LOANS" consist of loans or        
        participations in loans secured by security interests or similar liens
on shares in cooperative housing corporations and the related 
proprietary leases or occupancy agreements,                   

o   Manufactured housing contracts. "MANUFACTURED HOUSING CONTRACTS"  
      consist of conditional sales contracts and installment sales or loan
agreements or participations in conditional sales contracts,  
       installment sales or loan agreements secured by manufactured housing,
and or                                                        

   o   Revolving Credit Line Mortgage Loans. "REVOLVING CREDIT LINE MORTGAGE
      LOANS" consist of mortgage loans or participations in mortgage loans
      (or certain revolving credit line mortgage loan balances) secured by
      one- to four-family or multifamily residential properties (which may
   have mixed residential and commercial uses), the unpaid principal
     balances of which may vary during a specified period of time as the
     related line of credit is repaid or drawn down by the borrower from
time to time;                                                 

    2. mortgage pass-through securities issued or guaranteed by the Government
National Mortgage Association, Federal National Mortgage Association, Federal   
Home Loan Mortgage Corporation or other government agencies or                  
government-sponsored agencies, which are referred to in this prospectus as      
"AGENCY SECURITIES"; and/or                                                     

3. mortgage-backed securities issued by entities other than government
agencies or government-sponsored agencies, which are referred to in this        
prospectus as "PRIVATELY ISSUED MORTGAGE-BACKED SECURITIES," in each case, as   
specified in the related prospectus supplement, together with payments in       
respect of such mortgage assets and certain other accounts, obligations or      
agreements, such as U.S. Government Securities, in each case as specified in the
related prospectus supplement.                                                  

   The single and multifamily loans, the cooperative loans, the manufactured
housing contracts and the revolving credit line mortgage loans are sometimes    
referred to in this prospectus as the "MORTGAGE LOANS." If the related          
prospectus supplement so specifies, certain certificates in a series of         
certificates or certain notes in a series of notes will evidence the entire     
beneficial ownership interest in, or the debt obligations of, a trust fund, and,
in turn the assets of such trust fund will consist of a beneficial ownership    
interest in another trust fund which will contain the underlying trust assets.  
The certificates and notes are sometimes referred to in this prospectus as the  
securities.                                                                     

----------------                                                                

* Whenever the terms "mortgage pool" and "securities" are used in this          
prospectus, such terms will be deemed to apply, unless the context indicates    
otherwise, to one specific mortgage pool and the securities representing certain
undivided interests in, or the debt obligations of, a single trust fund         
consisting primarily of the mortgage loans in such mortgage pool. Similarly, the
term "interest rate" will refer to the interest rate borne by the securities of 
one specific series and the term "trust fund" will refer to one specific trust  
fund or the trust which owns the assets of such trust fund.                     

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     We will acquire the mortgage assets, either directly or through affiliates,
from originators or other entities, who are referred to as "LENDERS," or in the 
market and we will convey the mortgage assets to the related trust fund.        

As used in this prospectus, "AGREEMENT" means, (1) with respect to the
certificates of a series, the pooling and servicing agreement or the trust      
agreement and (2) with respect to the notes of a series, the indenture or the   
master servicing agreement, as the context requires.                            

    The following is a brief description of the assets expected to be included
in a trust or a trust fund. If specific information respecting assets is not    
known at the time that the related securities of a series are initially offered,
more general information of the nature described below will be provided in the  
related prospectus supplement. Specific information will be listed in a report  
on Form 8-K to be filed with the Securities and Exchange Commission within      
fifteen days after the initial issuance of such securities. A copy of the       
pooling and servicing agreement or the trust agreement and/or the indenture, as 
applicable, with respect to each series will be attached to a report on Form    
8-K. You will be able to inspect such agreements at the corporate trust office  
of the trustee specified in the related prospectus supplement. A schedule of the
mortgage assets relating to such series will be attached to the Agreement       
delivered to the trustee upon delivery of the securities.                       

THE MORTGAGE LOANS - GENERAL                                                    

    The real property and manufactured homes, as the case may be, which secure
repayment of the mortgage loans, which this prospectus refers to as the         
mortgaged properties, may be located in any one of the fifty states or the      
District of Columbia, Guam, Puerto Rico or any other territory of the United    
States. Certain mortgage loans may be conventional loans (i.e., loans that are  
not insured or guaranteed by any governmental agency), insured by the Federal   
Housing Authority - also referred to as the "FHA" -or partially guaranteed by   
the Veterans Administration - also referred to as the "VA" or the Rural Housing 
Service of the United State Department of Agriculture - also referred to as     
"RHS" - as specified in the related prospectus supplement and described below.  
Primary mortgage guaranty insurance policies (each a "PRIMARY INSURANCE POLICY")
may wholly or partially cover mortgage loans with certain Loan-to-Value Ratios  
or certain principal balances. The related prospectus supplement will describe  
the existence, extent and duration of any such coverage.                        

     Mortgage loans in a mortgage pool will provide that borrowers make payments
monthly or bi-weekly or as specified in the related prospectus supplement.      
Unless otherwise specified in the related prospectus supplement, payments will  
be due on the first day of each month for all of the monthly-pay mortgage loans 
in a mortgage pool. The related prospectus supplement will describe the payment 
terms of the mortgage loans included in a trust fund. Such payment terms may    
include any of the following features, a combination of such features or other  
features the related prospectus supplement may describe:                        

     o   Borrowers may pay interest at a fixed rate, a rate adjustable from time
     to time in relation to an index, a rate that is fixed for period of
      time or under certain circumstances and is followed by an adjustable
         rate, a rate that otherwise varies from time to time, or a rate that is
convertible from an adjustable rate to a fixed rate. Periodic 
       adjustment limitations, maximum rates, minimum rates or a combination
         of such limitations may apply to changes to an adjustable rate. Accrued
        interest may be deferred and added to the principal of a mortgage loan
         for such periods and under such circumstances as the related prospectus
       supplement may specify. Mortgage loans may provide for the payment of
  interest at a rate lower than the specified interest rate on the
    mortgage loan for a period of time or for the life of the mortgage
      loan, and the amount of any difference may be contributed from funds
       supplied by the seller of the mortgaged property or another source or
  may be treated as accrued interest added to the principal of the
mortgage loan;                                                

    o   Principal may be payable on a level debt service basis to amortize the
       mortgage loan fully over its term. Principal may be calculated on the
        basis of an assumed amortization schedule that is significantly longer
   than the original term to maturity or on an interest rate that is
different from the                                            

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       interest rate on the mortgage loan or may not be amortized during all
or a portion of the original term. A mortgage loan as to which
 substantial payment of principal is due on the maturity date is
        referred to as a balloon loan, and the final payment is referred to as
   a balloon payment. Payment of all or a substantial portion of the
  principal may be due on maturity. Principal may include deferred
       interest that has been added to the principal balance of the mortgage
loan;                                                         

o   Monthly payments of principal and interest (also referred to as   
       scheduled payments) may be fixed for the life of the mortgage loan or
        may increase over a specified period of time or may change from period
       to period. Mortgage loans may include limits on periodic increases or
        decreases in the amount of monthly payments and may include maximum or
    minimum monthly payments. Certain mortgage loans, sometimes called
        graduated payment mortgage loans, may (1) require the monthly payments
     of principal and interest to increase for a specified period or (2)
       provide for deferred payment of a portion of the interest due monthly
       during such period, and add such interest to the principal balance of
the mortgage loan. This procedure is referred to as negative  
       amortization. In a negatively amortizing loan, the difference between
       the scheduled payment of interest and the amount of interest actually
      accrued is added monthly to the outstanding principal balance. Other
         mortgage loans, sometimes referred to as growing equity mortgage loans,
      may provide for periodic scheduled payment increases for a specified
period with the full amount of such increases being applied to
   principal. Other mortgage loans, sometimes referred to as reverse
   mortgages, may provide for monthly payments to the borrowers with
        interest and principal payable when the borrowers move or die. Reverse
    mortgages typically are made to older persons who have substantial
equity in their homes; and                                    

     o   A prepayment fee may apply to prepayments of principal. Such prepayment
        fee may be fixed for the life of the mortgage loan or may decline over
         time. Certain mortgage loans may permit prepayments after expiration of
     a lockout period and may require the payment of a prepayment fee in
     connection with any subsequent prepayment. Other mortgage loans may
   permit prepayments without payment of a fee unless the prepayment
      occurs during specified time periods. The mortgage loans may include
         due-on-sale clauses which permit the mortgagee to demand payment of the
      entire mortgage loan in connection with the sale by the mortgagor or
     certain transfers of the related mortgaged property. Other mortgage
loans may be assumable by persons meeting the then applicable 
underwriting standards of the lender.                         

     Each prospectus supplement will contain information, as of a date specified
in such prospectus supplement and to the extent then specifically known to us,  
about the mortgage loans contained in the related mortgage pool, including:     

  o   the aggregate principal balance and the average principal balance of
       the mortgage loans as of the date specified in the related prospectus
supplement,                                                   

o   the type of property securing the mortgage loans (e.g., one- to   
    four-family houses, vacation and second homes, manufactured homes,
     multifamily apartments, leasehold interests, investment properties,
         condotels-which generally are condominium units at properties which may
     include features similar to those commonly found at hotels, such as
  maid service, a front desk or resident manager, rental pools and
      commercial space, or such other amenities as may be described in the
related prospectus supplement-or other real property),        

o   the original terms to maturity of the mortgage loans,             

    o   the aggregate principal balance of mortgage loans having Loan-to-Value
Ratios at origination exceeding 80%,                          

 o   the specified interest rate or accrual percentage rates or range of
   specified interest rates or accrual percentage rates borne by the
mortgage loans, and                                           

     o   the geographical distribution of the mortgage loans on a state-by-state
basis.                                                        

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   The "LOAN-TO-VALUE RATIO" of a mortgage loan at any time is the fraction,
expressed as a percentage, the numerator of which is the outstanding principal  
balance of the mortgage loan and the denominator of which is the collateral     
value of the related mortgaged property. The collateral value of a mortgaged    
property, other than with respect to manufactured housing contracts and certain 
mortgage loans the proceeds of which were used to refinance an existing mortgage
loan (each, a "REFINANCE LOAN"), is the lesser of (a) the appraised value       
determined in an appraisal obtained by the originator at origination of such    
mortgage loan and (b) the sales price for such property. In the case of         
Refinance Loans, the collateral value of the related mortgaged property         
generally is the appraised value of the mortgaged property determined in an     
appraisal obtained at the time of refinancing. For purposes of calculating the  
Loan-to-Value Ratio of a manufactured housing contract relating to a new        
manufactured home, the collateral value is no greater than the sum of a fixed   
percentage of the list price of the unit actually billed by the manufacturer to 
the dealer (exclusive of freight to the dealer site) including "accessories"    
identified in the invoice plus the actual cost of any accessories purchased from
the dealer, a delivery and set-up allowance, depending on the size of the unit, 
and the cost of state and local taxes, filing fees and up to three years prepaid
hazard insurance premiums. The collateral value of a used manufactured home is  
the least of the sales price, appraised value, and National Automobile Dealer's 
Association book value plus prepaid taxes and hazard insurance premiums. The    
appraised value of a manufactured home is based upon the age and condition of   
the manufactured housing unit and the quality and condition of the mobile home  
park in which it is situated, if applicable.                                    

We will cause the mortgage loans comprising each mortgage pool to be  
assigned to the trustee named in the related prospectus supplement for the      
benefit of the holders of the certificates or notes, as applicable, of the      
related series. To the extent one or more servicers or master servicers are     
appointed for a related series (each, a "MASTER SERVICER"), they will be named  
in the related prospectus supplement and will service the mortgage loans, either
directly or through sub-servicers, pursuant to the pooling and servicing        
agreement or, if the series includes notes, pursuant to a master servicing      
agreement among us, the Master Servicer and the related trust or trust fund.    
Alternately, the trustee may also serve in the capacity of the master trustee if
so specified in the related prospectus supplement or applicable Agreement. The  
Master Servicer or sub-servicers will receive a fee for such services. With     
respect to mortgage loans serviced by a Master Servicer through a sub-servicer, 
the Master Servicer will remain liable for its servicing obligations under the  
applicable agreement, as if the Master Servicer alone were servicing such       
mortgage loans.                                                                 

With respect to a series of securities, to the extent specified in the
related prospectus supplement, we will obtain certain representations and       
warranties from the entities from whom we purchase the mortgage loans. To the   
extent specified in the related prospectus supplement, we will assign our rights
with respect to such representations and warranties to the trustee for such     
series of notes or such series of certificates, as applicable. We will have     
obligations with respect to a series only to the extent specified in the related
prospectus supplement. The obligations of each Master Servicer with respect to  
the mortgage loans will consist principally of its contractual servicing        
obligations under the related agreement and its obligation to make certain cash 
advances in the event of delinquencies in payments on or with respect to the    
mortgage loans in the amounts described under "Description of the               
Securities--Advances." The obligations of a Master Servicer to make advances may
be subject to limitations, to the extent this prospectus and the related        
prospectus supplement provide.                                                  

SINGLE FAMILY AND COOPERATIVE LOANS                                             

Single family loans will consist of mortgage loans, deeds of trust or 
participations or other beneficial interests in mortgage loans or deeds of      
trust, secured by liens on one- to four-family residential or mixed residential 
and commercial use properties. The single family loans may include loans or     
participations in loans secured by mortgages or deeds of trust on condominium   
units in condominium buildings together with such condominium unit's appurtenant
interest in the common elements of the condominium building. Cooperative loans  
will be secured by security interests in or similar liens on stock, shares or   
membership certificates issued by private, nonprofit, cooperative housing       
corporations, known as cooperatives, and in the related proprietary leases or   
occupancy agreements granting exclusive rights to occupy specific dwelling units
in such cooperatives' buildings. Single family loans and cooperative loans may  
be                                                                              

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conventional (i.e., loans that are not insured or guaranteed by any governmental
agency), insured by the FHA or partially guaranteed by the VA or the RHS, as    
specified in the related prospectus supplement. Single family loans and         
cooperative loans will have individual principal balances at origination of not 
less than $5,000, and original terms to stated maturity of 15 to 40 years or    
such other individual principal balances at origination and/or original terms to
stated maturity as the related prospectus supplement specifies.                 

  The mortgaged properties relating to single family loans will consist of
detached or semi-detached one-family dwelling units, two- to four-family        
dwelling units, townhouses, rowhouses, individual condominium units, individual 
units in planned unit developments, and certain other dwelling units, which may 
be part of a mixed use property. Such mortgaged properties may include vacation 
and second homes, investment properties and leasehold interests. Certain        
mortgage loans may be originated or acquired in connection with employee        
relocation programs.                                                            

MULTIFAMILY LOANS                                                               

Multifamily loans will consist of mortgage loans, deeds of trust or   
participations or other beneficial interests in mortgage loans or deeds of      
trust, secured by liens on rental apartment buildings or projects containing    
five or more residential units and which may be part of a mixed use property.   
Such loans may be conventional loans or FHA-insured loans, as the related       
prospectus supplement specifies. Multifamily loans generally will have original 
terms to stated maturity of not more than 40 years or as otherwise specified in 
the related prospectus supplement.                                              

    Mortgaged properties which secure multifamily loans may include high-rise,
mid-rise and garden apartments. Apartment buildings that the cooperative owns   
may secure certain of the multifamily loans. The cooperative owns all the       
apartment units in the building and all common areas. Tenant-stockholders own   
the cooperative. Through ownership of stock, shares or membership certificates  
in the corporation, the tenant-stockholders receive proprietary leases or       
occupancy agreements which confer exclusive rights to occupy specific apartments
or units. Generally, a tenant-stockholder of a cooperative must make a monthly  
payment to the cooperative representing such tenant-stockholder's pro rata share
of the cooperative's payments for its mortgage loan, real property taxes,       
maintenance expenses and other capital or ordinary expenses. Those payments are 
in addition to any payments of principal and interest the tenant-stockholder    
must make on any loans to the tenant-stockholder secured by its shares in the   
cooperative. The cooperative will be directly responsible for building          
management and, in most cases, payment of real estate taxes and hazard and      
liability insurance. A cooperative's ability to meet debt service obligations on
a multifamily loan, as well as all other operating expenses, will be dependent  
in large part on the receipt of maintenance payments from the                   
tenant-stockholders, as well as any rental income from units or commercial areas
the cooperative might control. In some cases, unanticipated expenditures may    
have to be paid by special assessments on the tenant-stockholders.              

MANUFACTURED HOUSING CONTRACTS                                                  

 The manufactured housing contracts will consist of manufactured housing
conditional sales contracts and installment sales or loan agreements each       
secured by a manufactured home. Manufactured housing contracts may be           
conventional, insured by the FHA or partially guaranteed by the VA or the RHS,  
as specified in the related prospectus supplement. Each manufactured housing    
contract will be fully amortizing and will bear interest at its accrual         
percentage rate. Manufactured housing contracts will have individual principal  
balances at origination of not less than $5,000 and original terms to stated    
maturity of 5 to 40 years, or such other individual principal balances at       
origination and/or original terms to stated maturity as are specified in the    
related prospectus supplement.                                                  

   The "MANUFACTURED HOMES" securing the manufactured housing contracts will
consist of manufactured homes within the meaning of 42 United States Code,      
Section 5402(6), which defines a "manufactured home" as "a structure,           
transportable in one or more sections, which in the traveling mode, is eight    
body feet or more in width or forty body feet or more in length, or, when       
erected on site, is three hundred twenty or more square feet, and which is built
on a permanent chassis and designed to be used                                  

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as a dwelling with or without a permanent foundation when connected to the      
required utilities, and includes the plumbing, heating, air conditioning, and   
electrical systems contained in the home; except that such term shall include   
any structure which meets all the requirements of this paragraph except the size
requirements and with respect to which the manufacturer voluntarily files a     
certification required by the Secretary of Housing and Urban Development and    
complies with the standards established under this chapter." In the past,       
manufactured homes were commonly referred to as "mobile homes."                 

REVOLVING CREDIT LINE MORTGAGE LOANS                                            

   Revolving credit line mortgage loans may consist, in whole or in part, of
mortgage loans or participations or other beneficial interests in mortgage loans
or certain revolving credit line mortgage loan balances. Interest on each       
revolving credit line mortgage loan, excluding introductory rates offered from  
time to time during promotional periods, may be computed and payable monthly on 
the average daily outstanding principal balance of such loan. From time to time 
prior to the expiration of the related draw period specified in a revolving     
credit line mortgage loan, principal amounts on such revolving credit line      
mortgage loan may be drawn down (up to a maximum amount as set forth in the     
related prospectus supplement) or repaid. If specified in the related prospectus
supplement, new draws by borrowers under the revolving credit line mortgage     
loans will automatically become part of the trust fund described in the         
prospectus supplement. As a result, the aggregate balance of the revolving      
credit line mortgage loans will fluctuate from day to day as new draws by       
borrowers are added to the trust fund and principal payments are applied to such
balances and such amounts will usually differ each day. The full amount of a    
closed-end revolving credit line mortgage loan is advanced at the inception of  
the revolving credit line mortgage loan and generally is repayable in equal, or 
substantially equal, installments of an amount sufficient to amortize fully the 
revolving credit line mortgage loan at its stated maturity. Except to the extent
provided in the related prospectus supplement, the original terms to stated     
maturity of closed-end revolving credit line mortgage loans generally will not  
exceed 360 months. If specified in the related prospectus supplement, the terms 
to stated maturity of closed-end revolving credit line mortgage loans may exceed
360 months.                                                                     

     Under certain circumstances, under a revolving credit line mortgage loan, a
borrower may choose an interest-only payment option, during which the borrower  
is obligated to pay only the amount of interest which accrues on the loan during
the billing cycle, and may also elect to pay all or a portion of the principal. 
An interest-only payment option may terminate at the end of a specific period,  
after which the borrower must begin paying at least a minimum monthly portion of
the average outstanding principal balance of the revolving credit line mortgage 
loan.                                                                           

AGENCY SECURITIES                                                               

Government National Mortgage Association. Government National Mortgage
Association, commonly known as GNMA, ("GNMA") is a wholly-owned corporate       
instrumentality of the United States with the United States Department of       
Housing and Urban Development. Section 306(g) of Title II of the National       
Housing Act of 1934, as amended (the "HOUSING ACT"), authorizes GNMA to         
guarantee the timely payment of the principal of and interest on certificates,  
known as GNMA certificates, which represent an interest in a pool of mortgage   
loans insured by FHA under the Housing Act, or Title V of the Housing Act of    
1949, or partially guaranteed by the VA under the Servicemen's Readjustment Act 
of 1944, as amended, or Chapter 37 of Title 38, United States Code or by the RHS
under Title V of the Housing Act of 1949. The mortgage loans insured by the FHA 
are referred to as FHA Loans ("FHA LOANS"). The loans partially guaranteed by   
the VA are referred to as VA Loans ("VA LOANS"), and loans partially guaranteed 
by the RHS are referred to as RHS Loans ("RHS LOANS").                          

    Section 306(g) of the Housing Act provides that "the full faith and credit
of the United States is pledged to the payment of all amounts which may be      
required to be paid under any guarantee under this subsection." In order to meet
its obligations under any such guarantee, GNMA may, under Section 306(d) of the 
Housing Act, borrow from the United States Treasury in an amount which is at any
time sufficient to enable GNMA, with no limitations as to amount, to perform its
obligations under its guarantee.                                                

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     GNMA Certificates. Each GNMA certificate that a trust fund holds (which may
be issued under either the GNMA I Program or the GNMA II Program) will be a     
"fully modified pass-through" mortgaged-backed certificate issued and serviced  
by a mortgage banking company or other financial concern, known as a GNMA       
issuer, approved by GNMA or approved by Fannie Mae as a seller-servicer of FHA  
Loans, VA Loans and/or RHS Loans. Each GNMA certificate which is issued under   
the GNMA I Program is a "GNMA I CERTIFICATE," and each GNMA certificate which is
issued under the GNMA II Program is a "GNMA II CERTIFICATE." The mortgage loans 
underlying the GNMA certificates will consist of FHA Loans, VA Loans, RHS loans 
and other loans eligible for inclusion in loan pools underlying GNMA            
certificates. A one- to four-family residential or mixed use property or a      
manufactured home secures each such mortgage loan. GNMA will approve the        
issuance of each such GNMA certificate in accordance with a guaranty agreement  
between GNMA and the GNMA issuer. Pursuant to its guaranty agreement, a GNMA    
issuer will advance its own funds to make timely payments of all amounts due on 
each such GNMA certificate, even if the payments received by the GNMA issuer on 
the FHA Loans, VA Loans or RHS Loans underlying each such GNMA certificate are  
less than the amounts due on each such GNMA certificate.                        

GNMA will guarantee the full and timely payment of principal of and   
interest on each GNMA certificate. GNMA's guarantee is backed by the full faith 
and credit of the United States. Each such GNMA certificate will have an        
original maturity of not more than 30 years (but may have original maturities of
substantially less than 30 years). Each such GNMA certificate will be based on  
and backed by a pool of FHA Loans, VA Loans or RHS Loans secured by one- to     
four-family residential or mixed use properties or manufactured homes. Each such
GNMA certificate will provide for the payment by or on behalf of the GNMA issuer
to the registered holder of such GNMA certificate of scheduled monthly payments 
of principal and interest equal to the registered holder's proportionate        
interest in the aggregate amount of the monthly principal and interest payment  
on each FHA Loan, VA Loan or RHS Loans underlying such GNMA certificate, less   
the applicable servicing and guarantee fee which together equal the difference  
between the interest on the FHA Loan, VA Loan or RHS Loans and the pass-through 
rate on the GNMA certificate. In addition, each payment will include            
proportionate pass-through payments of any prepayments of principal on the FHA  
Loans, VA Loans or RHS Loans underlying such GNMA certificate and Liquidation   
Proceeds in the event of a foreclosure or other disposition of any such FHA     
Loans, VA Loans or RHS Loans.                                                   

     If a GNMA issuer is unable to make the payments on a GNMA certificate as it
becomes due, it must promptly notify GNMA and request GNMA to make such payment.
Upon notification and request, GNMA will make such payments directly to the     
registered holder of such GNMA certificate. In the event the GNMA issuer makes  
no payment and the GNMA issuer fails to notify and request GNMA to make such    
payment, the holder of such GNMA certificate will have recourse only against    
GNMA to obtain such payment. The trustee or its nominee, as registered holder of
the GNMA certificates held in a trust fund, will have the right to proceed      
directly against GNMA under the terms of the guaranty agreements relating to    
such GNMA certificates for any amounts that are not paid when due.              

     All mortgage loans underlying a particular GNMA I Certificate must have the
same interest rate (except for pools of mortgage loans secured by manufactured  
homes) over the term of the loan. The interest rate on such GNMA I Certificate  
will equal the interest rate on the mortgage loans included in the pool of      
mortgage loans underlying such GNMA I Certificate, less one-half percentage     
point per annum of the unpaid principal balance of the mortgage loans.          

 Mortgage loans underlying a particular GNMA II Certificate may have per
annum interest rates that vary from each other by up to one percentage point.   
The interest rate on each GNMA II Certificate will be between one-half          
percentage point and one and one-half percentage points lower than the highest  
interest rate on the mortgage loans included in the pool of mortgage loans      
underlying such GNMA II Certificate (except for pools of mortgage loans secured 
by manufactured homes).                                                         

 Regular monthly installment payments on each GNMA certificate held in a
trust fund will be comprised of interest due as specified on such GNMA          
certificate plus the scheduled principal payments on the FHA Loans, VA Loans or 
RHS Loans underlying such GNMA certificate due on the first day of the month in 
which the scheduled monthly installments on such GNMA certificate is due. Such  
regular                                                                         

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monthly installments on each such GNMA certificate are required: (i) to be paid 
to the trustee as registered holder by the 15th day of each month in the case of
a GNMA I Certificate, and (ii) to be mailed to the trustee by the 20th day of   
each month in the case of a GNMA II Certificate. Any Principal Prepayments on   
any FHA Loans, VA Loans or RHS Loans underlying a GNMA certificate held in a    
trust fund or any other early recovery of principal on such loan will be passed 
through to the trustee as the registered holder of such GNMA certificate.       

   GNMA certificates may be backed by graduated payment mortgage loans or by
"buydown" mortgage loans for which funds will have been provided (and deposited 
into escrow accounts) for application to the payment of a portion of the        
borrowers' monthly payments during the early years of such mortgage loan.       
Payments due to the registered holders of GNMA certificates backed by pools     
containing "buydown" mortgage loans will be computed in the same manner as      
payments derived from other GNMA certificates and will include amounts to be    
collected from both the borrower and the related escrow account. The graduated  
payment mortgage loans will provide for graduated interest payments that, during
the early years of such mortgage loans, will be less than the amount of stated  
interest on such mortgage loans. The interest not so paid will be added to the  
principal of such graduated payment mortgage loans and, together with interest  
thereon, will be paid in subsequent years. The obligations of GNMA and of a GNMA
issuer will be the same irrespective of whether graduated payment mortgage loans
or buydown loans back the GNMA certificates. No statistics comparable to the    
FHA's prepayment experience on level payment, non-buydown loans are available in
respect of graduated payment or buydown mortgages. GNMA certificates related to 
a series of certificates may be held in book-entry form.                        

     If a related prospectus supplement so specifies, multifamily mortgage loans
having the characteristics specified in such prospectus supplement may back the 
GNMA certificates.                                                              

    The GNMA certificates included in a trust fund, and the related underlying
mortgage loans, may have characteristics and terms different from those         
described above. The related prospectus supplement will describe any such       
different characteristics and terms.                                            

Federal National Mortgage Association. The Federal National Mortgage  
Association, commonly referred to as Fannie Mae ("FANNIE MAE"), is a federally  
chartered and privately owned corporation organized and existing under the      
Federal National Mortgage Association Charter Act. Fannie Mae was originally    
established in 1938 as a United States government agency to provide supplemental
liquidity to the mortgage market and was transformed into a stockholder-owned   
and privately managed corporation by legislation enacted in 1968.               

  Fannie Mae provides funds to the mortgage market primarily by purchasing
mortgage loans from lenders, thereby replenishing their funds for additional    
lending. Fannie Mae acquires funds to purchase mortgage loans from many capital 
market investors that may not ordinarily invest in mortgages, thereby expanding 
the total amount of funds available for housing. Operating nationwide, Fannie   
Mae helps to redistribute mortgage funds from capital-surplus to capital-short  
areas.                                                                          

  Fannie Mae Certificates. Fannie Mae certificates are guaranteed mortgage
pass-through certificates representing fractional undivided interests in a pool 
of mortgage loans formed by Fannie Mae. Each mortgage loan must meet the        
applicable standards of the Fannie Mae purchase program. Mortgage loans         
comprising a pool are either provided by Fannie Mae from its own portfolio or   
purchased pursuant to the criteria of the Fannie Mae purchase program.          

   Mortgage loans underlying Fannie Mae certificates that a trust fund holds
will consist of conventional mortgage loans, FHA Loans, VA Loans or RHS Loans.  
Original maturities of substantially all of the conventional, level payment     
mortgage loans underlying a Fannie Mae certificate are expected to be between   
either 8 to 15 years or 20 to 40 years. The original maturities of substantially
all of the fixed rate level payment FHA Loans, VA Loans or RHS Loans are        
expected to be 30 years.                                                        

     Mortgage loans underlying a Fannie Mae certificate may have annual interest
rates that vary by as much as two percentage points from each other. The rate of
interest payable on a Fannie Mae certificate is equal to the lowest interest    
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annual percentage representing servicing compensation and Fannie Mae's guaranty 
fee. Under a regular servicing option (pursuant to which the mortgagee or other 
servicer assumes the entire risk of foreclosure losses), the annual interest    
rates on the mortgage loans underlying a Fannie Mae certificate will be between 
50 basis points and 250 basis points greater than its annual pass-through rate  
and under a special servicing option (pursuant to which Fannie Mae assumes the  
entire risk for foreclosure losses), the annual interest rates on the mortgage  
loans underlying a Fannie Mae certificate will generally be between 55 basis    
points and 255 basis points greater than the annual Fannie Mae certificate      
pass-through rate. If the related prospectus supplement so specifies, adjustable
rate mortgages may back the Fannie Mae certificates.                            

     Fannie Mae guarantees to each registered holder of a Fannie Mae certificate
that it will distribute amounts representing such holder's proportionate share  
of scheduled principal and interest payments at the applicable pass-through rate
provided for by such Fannie Mae certificate on the underlying mortgage loans,   
whether or not received. Fannie Mae also guarantees that it will distribute such
holder's proportionate share of the full principal amount of any foreclosed or  
other finally liquidated mortgage loan, whether or not such principal amount is 
actually recovered. The obligations of Fannie Mae under its guarantees are      
obligations solely of Fannie Mae and are not backed by, nor entitled to, the    
full faith and credit of the United States. Although the Secretary of the       
Treasury of the United States has discretionary authority to lend Fannie Mae up 
to $2.25 billion outstanding at any time, the United States and its agencies are
not obligated to finance Fannie Mae's operations or to assist Fannie Mae in any 
other manner. If Fannie Mae were unable to satisfy its obligations,             
distributions to holders of Fannie Mae certificates would consist solely of     
payments and other recoveries on the underlying mortgage loans and, accordingly,
delinquent payments and defaults on such mortgage loans would affect monthly    
distributions to holders of Fannie Mae certificates.                            

 Fannie Mae certificates evidencing interests in pools of mortgage loans
formed on or after May 1, 1985 (other than Fannie Mae certificates backed by    
pools containing graduated payment mortgage loans or mortgage loans secured by  
multifamily projects) are available in book-entry form only. Distributions of   
principal and interest on each Fannie Mae certificate will be made by Fannie Mae
on the 25th day of each month to the persons in whose name the Fannie Mae       
certificate is entered in the books of the Federal Reserve Banks (or registered 
on the Fannie Mae certificate register in the case of fully registered Fannie   
Mae certificates) as of the close of business on the last day of the preceding  
month. With respect to Fannie Mae certificates issued in book-entry form,       
distributions thereon will be made by wire, and with respect to fully registered
Fannie Mae certificates, distributions thereon will be made by check.           

The Fannie Mae certificates included in a trust fund, and the related 
underlying mortgage loans, may have characteristics and terms different from    
those discussed in this prospectus. The related prospectus supplement will      
describe any such different characteristics and terms.                          

Federal Home Loan Mortgage Corporation. The Federal Home Loan Mortgage
Corporation, commonly referred to as Freddie Mac ("FREDDIE MAC"), is a publicly 
held United States government-sponsored enterprise created pursuant to the      
Federal Home Loan Mortgage Corporation Act, Title III of the Emergency Home     
Finance Act of 1970, as amended, commonly known as the FHLMC Act. Freddie Mac   
was established primarily to increase the availability of mortgage credit for   
the financing of urgently needed housing. Freddie Mac seeks to provide an       
enhanced degree of liquidity for residential mortgage investments by assisting  
in the development of secondary markets for conventional mortgages. The         
principal activity of Freddie Mac consists of the purchase of first lien        
conventional mortgage loans or participation interests in such mortgage loans.  
Freddie Mac then sells the mortgage loans or participations so purchased in the 
form of mortgage securities, primarily Freddie Mac certificates. Freddie Mac is 
confined to purchasing, so far as practicable, mortgage loans that it deems to  
be of such quality, type and class as to meet the purchase standards imposed by 
private institutional mortgage investors.                                       

Freddie Mac Certificates. Each Freddie Mac certificate represents an  
undivided interest in a pool of mortgage loans that may consist of first lien   
conventional loans, FHA Loans, VA Loans or RHS Loans. Such loans are commonly   
referred to as a Freddie Mac certificate group. Freddie Mac certificates are    
sold under the terms of a mortgage participation certificate agreement. A       
Freddie Mac certificate may be issued under either Freddie Mac's Cash Program or
Guarantor Program.                                                              

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Freddie Mac guarantees to each registered holder of a Freddie Mac     
certificate the timely payment of interest on the underlying mortgage loans to  
the extent of the applicable Freddie Mac certificate rate on the registered     
holder's pro rata share of the unpaid principal balance outstanding on the      
underlying mortgage loans in the Freddie Mac certificate group represented by   
such Freddie Mac certificate, whether or not received. Freddie Mac also         
guarantees to each registered holder of a Freddie Mac certificate collection by 
such holder of all principal on the underlying mortgage loans, without any      
offset or deduction, to the extent of such holder's pro rata share of such      
principal, but does not, except if and to the extent specified in the prospectus
supplement for a series of Freddie Mac certificates, guarantee the timely       
payment of scheduled principal. Under Freddie Mac's Gold PC Program, Freddie Mac
guarantees the timely payment of principal based on the difference between the  
pool factor, published in the month preceding the month of distribution and the 
pool factor published in such month of distribution. Pursuant to its guarantees,
Freddie Mac indemnifies holders of Freddie Mac certificates against any         
diminution in principal by reason of charges for property repairs, maintenance  
and foreclosure. Freddie Mac may remit the amount due on account of its         
guarantee of collection of principal at any time after default on an underlying 
mortgage loan, but not later than (a) 30 days following foreclosure sale, (b) 30
days following payment of the claim by any mortgage insurer, or (c) 30 days     
following the expiration of any right of redemption, whichever occurs later, but
in any event no later than one year after demand has been made upon the         
mortgagor for accelerated payment of principal. In taking actions regarding the 
collection of principal after default on the mortgage loans underlying Freddie  
Mac certificates, including the timing of demand for acceleration, Freddie Mac  
reserves the right to exercise its judgment with respect to the mortgage loans  
in the same manner as for mortgage loans which it has purchased but not sold.   
The length of time necessary for Freddie Mac to determine that a mortgage loan  
should be accelerated varies with the particular circumstances of each          
mortgagor, and Freddie Mac has not adopted standards which require that the     
demand be made within any specified period.                                     

    Freddie Mac certificates are not guaranteed by the United States or by any
Federal Home Loan Bank. The Freddie Mac certificates do not constitute debts or 
obligations of the United States or any Federal Home Loan Bank. The obligations 
of Freddie Mac under its guarantee are obligations solely of Freddie Mac and are
not backed by, nor entitled to, the full faith and credit of the United States. 
If Freddie Mac was unable to satisfy such obligations, distributions to holders 
of Freddie Mac certificates would consist solely of payments and other          
recoveries on the underlying mortgage loans and, accordingly, delinquent        
payments and defaults on such mortgage loans would affect monthly distributions 
to holders of Freddie Mac certificates.                                         

Registered holders of Freddie Mac certificates are entitled to receive
their monthly pro rata share of all principal payments on the underlying        
mortgage loans received by Freddie Mac, including any scheduled principal       
payments, full and partial repayments of principal and principal received by    
Freddie Mac by virtue of condemnation, insurance, liquidation or foreclosure,   
and repurchases of the mortgage loans by Freddie Mac or the seller of the       
mortgage loans. Freddie Mac is required to remit each registered Freddie Mac    
certificateholder's pro rata share of principal payments on the underlying      
mortgage loans, interest at the Freddie Mac pass-through rate and any other sums
such as prepayment fees, within 60 days of the date on which such payments are  
deemed to have been received by Freddie Mac.                                    

   Under Freddie Mac's cash program, there is no limitation on the amount by
which interest rates on the mortgage loans underlying a Freddie Mac certificate 
may exceed the pass-through rate on the Freddie Mac certificate. Under such     
program, Freddie Mac purchases groups of whole mortgage loans from sellers at   
specified percentages of their unpaid principal balances, adjusted for accrued  
or prepaid interest, which when applied to the interest rate of the mortgage    
loans and participations purchased, results in the yield (expressed as a        
percentage) required by Freddie Mac. The required yield, which includes a       
minimum servicing fee retained by the servicer, is calculated using the         
outstanding principal balance. The range of interest rates on the mortgage loans
and participations in a Freddie Mac certificate group under the Cash Program    
will vary since mortgage loans and participations are purchased and assigned to 
a Freddie Mac certificate group based upon their yield to Freddie Mac rather    
than on the interest rate on the underlying mortgage loans. Under Freddie Mac's 
Guarantor Program, the pass-through rate on a Freddie Mac certificate is        
established based upon the lowest interest rate on the                          

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underlying mortgage loans, minus a minimum servicing fee and the amount of      
Freddie Mac's management and guaranty income as agreed upon between the seller  
and Freddie Mac.                                                                

     Freddie Mac certificates duly presented for registration of ownership on or
before the last business day of a month are registered effective as of the first
day of the month. The first remittance to a registered holder of a Freddie Mac  
certificate will be distributed so as to be received normally by the 15th day of
the second month following the month in which the purchaser became a registered 
holder of the Freddie Mac certificates. Thereafter, such remittance will be     
distributed monthly to the registered holder so as to be received normally by   
the 15th day of each month. The Federal Reserve Bank of New York maintains      
book-entry accounts with respect to Freddie Mac certificates sold by Freddie Mac
on or after January 2, 1985, and makes payments of principal and interest each  
month to the registered holders of such Freddie Mac certificates in accordance  
with such holders' instructions.                                                

   Stripped Mortgage-Backed Securities. Agency securities may consist of one
or more stripped mortgage-backed securities, each as described in this          
prospectus and in the related prospectus supplement. Each stripped              
mortgage-backed security will represent an undivided interest in all or part of 
either the principal distributions (but not the interest distributions) or the  
interest distributions (but not the principal distributions), or in some        
specified portion of the principal and interest distributions (but not all of   
such distributions) on certain Freddie Mac, Fannie Mae, GNMA or other government
agency or government-sponsored agency certificates. The yield on and value of   
stripped mortgage-backed securities are extremely sensitive to the timing and   
amount of Principal Prepayments on the underlying securities. The underlying    
securities will be held under a trust agreement by Freddie Mac, Fannie Mae, GNMA
or another government agency or government-sponsored agency, each as trustee, or
by another trustee named in the related prospectus supplement. Freddie Mac,     
Fannie Mae, GNMA or another government agency or government-sponsored agency    
will guarantee each stripped agency security to the same extent as such entity  
guarantees the underlying securities backing such stripped agency security.     

     Other Agency Securities. If the related prospectus supplement so specifies,
a trust fund may include other mortgage pass-through certificates issued or     
guaranteed by GNMA, Fannie Mae, Freddie Mac or other government agencies or     
government-sponsored agencies. The related prospectus supplement will describe  
the characteristics of any such mortgage pass-through certificates. If so       
specified, a trust fund may hold a combination of different types of agency     
securities.                                                                     

PRIVATE MORTGAGE-BACKED SECURITIES                                              

 General. Private mortgage-backed securities may consist of (a) mortgage
pass-through certificates evidencing a direct or indirect undivided interest in 
a pool of mortgage loans, or (b) collateralized mortgage obligations secured by 
mortgage loans. Private mortgage-backed securities ("PMBS") will have been      
issued pursuant to a pooling and servicing agreement - a "PMBS POOLING AND      
SERVICING AGREEMENT." The private mortgage-backed securities in a trust fund may
include a class or classes of securities that are callable at the option of     
another class or classes of securities. The seller/servicer, which this         
prospectus refers to as the "PMBS SERVICER," of the underlying mortgage loans   
will have entered into the PMBS pooling and servicing agreement with the trustee
under the PMBS pooling and servicing agreement. The trustee under the PMBS      
pooling and servicing agreement is referred to as the "PMBS TRUSTEE." The PMBS  
trustee or its agent, or a custodian, will possess the mortgage loans underlying
such private mortgage-backed security. Mortgage loans underlying a private      
mortgage-backed security will be serviced by the PMBS servicer directly or by   
one or more sub-servicers who may be subject to the supervision of the PMBS     
servicer. The PMBS servicer will be a Fannie Mae or Freddie Mac approved        
servicer and, if FHA Loans underlie the private mortgage-backed securities,     
approved by the Department of Housing and Urban Development as an FHA mortgagee,
or such other servicer as the related prospectus supplement may specify. The    
Department of Housing and Urban Development is sometimes referred to as HUD.    

   Such securities (1) either (a) will have been previously registered under
the Securities Act of 1933, as amended, or (b) will at the time be eligible for 
sale under Rule 144(k) under such act; and (2) will be acquired in bona fide    
secondary market transactions not from the issuer or its affiliates. The PMBS   
issuer                                                                          

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generally will be a financial institution or other entity engaged generally in  
the business of mortgage lending or the acquisition of mortgage loans, a public 
agency or instrumentality of a state, local or federal government, or a limited 
purpose or other corporation organized for the purpose of, among other things,  
establishing trusts and acquiring and selling housing loans to such trusts and  
selling beneficial interests in such trusts. If the related prospectus          
supplement so specifies, the PMBS issuer may be one of our affiliates. The      
obligations of the PMBS issuer generally will be limited to certain             
representations and warranties with respect to the assets it conveyed to the    
related trust or its assignment of the representations and warranties of another
entity from which it acquired the assets. The PMBS issuer will not generally    
have guaranteed any of the assets conveyed to the related trust or any of the   
private mortgage-backed securities issued under the PMBS pooling and servicing  
agreement. Additionally, although the mortgage loans underlying the private     
mortgage-backed securities may be guaranteed by an agency or instrumentality of 
the United States, the private mortgage-backed securities themselves will not be
so guaranteed.                                                                  

Distributions of principal and interest will be made on the private   
mortgage-backed securities on the dates specified in the related prospectus     
supplement. The private mortgage-backed securities may be entitled to receive   
nominal or no principal distributions or nominal or no interest distributions.  
The PMBS trustee or the PMBS servicer will make principal and interest          
distributions on the private mortgage-backed securities. The PMBS issuer or the 
PMBS servicer may have the right to repurchase assets underlying the private    
mortgage-backed securities after a certain date or under other circumstances    
specified in the related prospectus supplement.                                 

     Underlying Loans. The mortgage loans underlying the private mortgage-backed
securities may consist of fixed rate, level payment, fully amortizing loans or  
graduated payment mortgage loans, buydown loans, adjustable rate mortgage loans,
or loans having balloon or other special payment features. Such mortgage loans  
may be secured by a single family property, multifamily property, manufactured  
homes or by an assignment of the proprietary lease or occupancy agreement       
relating to a specific dwelling within a cooperative and the related shares     
issued by such cooperative. In general, the underlying loans will be similar to 
the mortgage loans which may be directly part of the mortgage assets.           

Credit Support Relating to Private Mortgage-Backed Securities. Credit 
support in the form of subordination of other private mortgage certificates     
issued under the PMBS pooling and servicing agreement, reserve funds, insurance 
policies, letters of credit, financial guaranty insurance policies, guarantees  
or other types of credit support may be provided with respect to the mortgage   
loans underlying the private mortgage-backed securities or with respect to the  
private mortgage-backed securities themselves.                                  

  Additional Information. The prospectus supplement for a series for which
the trust fund includes private mortgage-backed securities will specify:        

1. the aggregate approximate principal amount and type of the private 
mortgage-backed securities to be included in the trust fund,                    

2. certain characteristics of the mortgage loans which comprise the   
underlying assets for the private mortgage-backed securities including, to the  
extent available:                                                               

o   the payment features of such mortgage loans,                      

o   the approximate aggregate principal balance, if known, of the     
   underlying mortgage loans insured or guaranteed by a governmental
entity,                                                       

o   the servicing fee or range of servicing fees with respect to the  
mortgage loans,                                               

  o   the minimum and maximum stated maturities of the underlying mortgage
loans at origination and                                      

o   delinquency experience with respect to the mortgage loans,        

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3. the pass-through or certificate rate of the private mortgage-backed
securities or the method of determining such rate,                              

   4. the PMBS issuer, the PMBS servicer (if other than the PMBS issuer) and
the PMBS trustee for such private mortgage-backed securities,                   

5. certain characteristics of credit support, if any, such as         
subordination, reserve funds, insurance policies, letters of credit or          
guarantees relating to the mortgage loans underlying the private mortgage-backed
securities or to such private mortgage-backed securities themselves, and        

6. the terms on which the underlying mortgage loans for such private  
mortgage-backed securities, or such private mortgage-backed securities          
themselves, may, or are required to, be purchased before their stated maturity  
or the stated maturity of the private mortgage-backed securities.               

U.S. GOVERNMENT SECURITIES                                                      

   If the related prospectus supplement so specifies, United States Treasury
securities and other securities issued by the U.S. Government, any of its       
agencies or other issuers established by federal statute (collectively, "U.S.   
GOVERNMENT SECURITIES") may be included in the trust assets. Such securities    
will be backed by the full faith and credit of the United States or will        
represent the obligations of the U.S. Government or such agency or such other   
issuer or obligations payable from the proceeds of U.S. Government Securities,  
as specified in the related prospectus supplement.                              

SUBSTITUTION OF MORTGAGE ASSETS                                                 

    If the related prospectus supplement so provides, substitution of mortgage
assets will be permitted in the event of breaches of representations and        
warranties with respect to any original mortgage asset. Substitution of mortgage
assets also will be permitted in the event the trustee or such other party      
specified in the prospectus supplement determines that the documentation with   
respect to any mortgage asset is incomplete. The related prospectus supplement  
will indicate the period during which such substitution will be permitted and   
any other conditions to substitution.                                           

PRE-FUNDING AND CAPITALIZED INTEREST ACCOUNTS                                   

If the related prospectus supplement so specifies, a trust fund will  
include one or more segregated trust accounts, known as "PRE-FUNDING ACCOUNTS," 
established and maintained with the trustee for the related series. If so       
specified, on the closing date for such series, a portion of the proceeds of the
sale of the securities of such series (such amount to be equal to the excess of 
(a) the principal amounts of securities being sold over (b) the principal       
balance (as of the related cut-off date) of the mortgage assets on the closing  
date), will be deposited in the pre-funding account and may be used to purchase 
additional mortgage loans during the pre-funding period specified in the related
prospectus supplement. The pre-funding period will not exceed six months. The   
mortgage loans to be so purchased will be required to have certain              
characteristics specified in the related prospectus supplement. Each additional 
mortgage loan so purchased must conform to the representations and warranties in
the applicable Agreement. Therefore, the characteristics of the mortgage assets 
at the end of the pre-funding period will conform in all material respects to   
the characteristics of the mortgage assets on the closing date. If any of the   
principal balance of the trust assets as of the closing date that were deposited
in the pre-funding account remain on deposit at the end of the pre-funding      
period, such amount will be applied in the manner specified in the related      
prospectus supplement to prepay the securities of the applicable series. Pending
the acquisition of additional assets during the pre-funding period, all amounts 
in the pre-funding account will be invested in Permitted Investments, as defined
under "Credit Enhancement--Reserve and Other Accounts". It is expected that     
substantially all of the funds deposited in the pre-funding account will be used
during the related pre-funding period to purchase additional assets as described
above. If, however, amounts remain in the pre-funding account at the end of the 
pre-funding period, such amounts will be distributed to the securityholders, as 
described in the related prospectus supplement.                                 

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If a pre-funding account is established, one or more segregated trust 
accounts, known as "CAPITALIZED INTEREST ACCOUNTS", may be established and      
maintained with the trustee for the related series. On the closing date for such
series, a portion of the proceeds of the sale of the securities of such series  
will be deposited in the capitalized interest account and used to fund the      
excess, if any, of (a) the sum of (1) the amount of interest accrued on the     
securities of such series and (2) if the related prospectus supplement so       
specifies, certain fees or expenses during the pre-funding period such as       
trustee fees and credit enhancement fees, over (b) the amount of interest       
available to pay interest on such securities and, if applicable, such fees and  
expenses from the mortgage assets or other assets in the trust fund. Any amounts
on deposit in the capitalized interest account at the end of the pre-funding    
period that are not necessary for such purposes will be distributed to the      
person specified in the related prospectus supplement.                          

 USE OF PROCEEDS

   We intend to use the net proceeds from the sale of the securities of each
series to repay short-term loans incurred to finance the purchase of the trust  
assets related to such securities, to acquire certain of the trust assets to be 
deposited in the related trust fund, and/or to pay other expenses connected with
pooling such assets and issuing securities. We may use any amounts remaining    
after such payments for general corporate purposes.                             

THE SELLER

     We are a Delaware corporation organized on December 5, 1986. We are engaged
in the business of acquiring mortgage assets and selling interests in mortgage  
assets or notes secured by, or certificates backed by, such mortgage assets. We 
are a wholly owned subsidiary of Goldman Sachs Mortgage Company, a New York     
limited partnership, and an affiliate of Goldman, Sachs & Co. We maintain our   
principal office at 85 Broad Street, New York, New York 10004. Our telephone    
number is (212) 902-1000.                                                       

 We do not have, nor do we expect in the future to have, any significant
assets.                                                                         

THE MORTGAGE LOANS

GENERAL                                                                         

We will have purchased the mortgage loans, either directly or through 
affiliates, from lenders or other loan sellers who may or may not be affiliated 
with us. We do not originate mortgage loans. In general, each lender or loan    
seller will represent and warrant that all mortgage loans originated and/or sold
by it to us or one of our affiliates will have been underwritten in accordance  
with standards consistent with those used by mortgage lenders or manufactured   
home lenders during the period of origination or such other standards as we have
required of such lender or loan seller, in any case, as specified in the        
applicable prospectus supplement. We may elect to re-underwrite some of the     
mortgage loans based upon our own criteria. As to any mortgage loan insured by  
the FHA or partially guaranteed by the VA or the RHS, the lender will represent 
that it has complied with underwriting policies of the FHA, the VA or the RHS,  
as the case may be.                                                             

The lender or an agent acting on the lender's behalf applies the      
underwriting standards to evaluate the borrower's credit standing and repayment 
ability, and to evaluate the value and adequacy of the mortgaged property as    
collateral. In general, the lender may require that a prospective borrower fill 
out a detailed application designed to provide to the underwriting officer      
pertinent credit information. As a part of the description of the borrower's    
financial condition, the lender may require the borrower to provide a current   
list of assets and liabilities and a statement of income and expense as well as 
an authorization to apply for a credit report, which summarizes the borrower's  
credit history with local merchants and lenders and any record of bankruptcy.   
The lender may obtain employment verification from an independent source        
(typically the borrower's employer). The employment verification reports the    
length of employment                                                            

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with that organization, the current salary and whether it is expected that the  
borrower will continue such employment in the future. If a prospective borrower 
is self employed, the lender may require the borrower to submit copies of signed
tax returns. The lender may require the borrower to authorize verification of   
deposits at financial institutions where the borrower has demand or savings     
accounts. In determining the adequacy of the mortgaged property as collateral,  
the lender will generally obtain an appraisal to determine the fair market value
of each property considered for financing.                                      

In the case of single family loans, cooperative loans and manufactured
housing contracts, once all applicable employment, credit and property          
information is received, the lender makes a determination as to whether the     
prospective borrower has sufficient monthly income available (as to meet the    
borrower's monthly obligations on the proposed mortgage loan and other expenses 
related to the mortgaged property such as property taxes and hazard insurance). 
The underwriting standards applied by lenders may be varied in appropriate cases
where factors such as low Loan-to-Value Ratios or other favorable credit factors
exist.                                                                          

     A lender may originate mortgage loans under a reduced documentation program
with balances that exceed, in size or other respects, general agency criteria. A
reduced documentation program facilitates the loan approval process and improves
the lender's competitive position among other loan originators. Under a reduced 
documentation program, more emphasis is placed on property underwriting than on 
credit underwriting and certain credit underwriting documentation concerning    
income and employment verification is waived.                                   

     Certain of the types of mortgage loans that may be included in the mortgage
pools are recently developed. These types of mortgage loans may involve         
additional uncertainties not present in traditional types of loans. For example,
certain of such mortgage loans may provide that the mortgagor or obligors make  
escalating or variable payments. These types of mortgage loans are underwritten 
on the basis of a judgment that mortgagors or obligors will have the ability to 
make the monthly payments required initially. In some instances, however, a     
mortgagor's or obligor's income may not be sufficient to permit continued loan  
payments as such payments increase.                                             

     We may, in connection with the acquisition of mortgage loans, re-underwrite
the mortgage loans based upon criteria we believe are appropriate depending to  
some extent on our or our affiliates' prior experience with the lender and the  
servicer, as well as our prior experience with a particular type of loan or with
loans relating to mortgaged properties in a particular geographical region. A   
standard approach to re-underwriting will be to compare loan file information   
and information that is represented to us on a tape with respect to a percentage
of the mortgage loans we deem appropriate in the circumstances. We will not     
undertake any independent investigations of the creditworthiness of particular  
obligors.                                                                       

REPRESENTATIONS AND WARRANTIES; REPURCHASES                                     

  Generally, representations and warranties will be made in respect of the
mortgage loans that are included in the assets of the trust fund. The related   
prospectus supplement will identify the party or parties responsible for making 
representations and warranties and will provide a summary of the representations
and warranties, in each case, for those mortgage loans that comprise the        
collateral that supports the securities offered by the related prospectus       
supplement. If provided in the related prospectus supplement, the responsible   
party may make the representations and warranties in respect of a mortgage loan 
as of the date on which the responsible party sold the mortgage loan to us or   
one of our affiliates or as of such other date prior to the issuance of the     
related securities, as may be specified in the related prospectus supplement. A 
substantial period of time may have elapsed between such date and the date of   
initial issuance of the series of securities evidencing an interest in, or      
secured by, such mortgage loan. In these circumstances, since the               
representations and warranties of a responsible party will not address events   
that may occur through the date of issuance of the related securities, the      
responsible party's repurchase obligation described below will not arise if the 
relevant event that would otherwise have given rise to such an obligation with  
respect to a mortgage loan occurs after the date the responsible party made the 
representation and warranty but prior to the date of issuance of the related    
securities.                                                                     

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   In general, the Master Servicer or the trustee, if the Master Servicer is
the responsible party, will be required to promptly notify the relevant         
responsible party of any breach of any representation or warranty made by it in 
respect of a mortgage loan that materially and adversely affects the interests  
of the securityholders with respect to such mortgage loan. If the responsible   
party cannot cure such breach generally within a specified period after notice  
from the Master Servicer or the trustee, as the case may be, then the           
responsible party generally will be obligated to repurchase such mortgage loan  
from the trust at a price equal to the unpaid principal balance of such mortgage
loan as of the date of the repurchase plus accrued interest to the first day of 
the month following the month of repurchase at the rate specified on the        
mortgage loan (less any amount payable as related servicing compensation if the 
responsible party is the Master Servicer) or such other price as may be         
described in the related prospectus supplement. This repurchase obligation will 
constitute the sole remedy available to holders of securities or the trustee for
a breach of representation and warranty. Certain rights of substitution for     
defective mortgagee loans may be provided with respect to a series in the       
related prospectus supplement.                                                  

   We and the Master Servicer (unless the Master Servicer is the responsible
party) will not be obligated to purchase a mortgage loan if a responsible party 
defaults on its obligation to do so. We cannot assure you that the responsible  
parties will carry out their respective repurchase obligations with respect to  
mortgage loans.                                                                 

     If the related prospectus supplement so specifies, we may have acquired the
mortgage loans from a loan seller that acquired the mortgage loans from a third 
party that made certain representations and warranties to that loan seller as of
the time of the sale to that loan seller. In lieu of making representations and 
warranties as of the time of the sale to us, the loan seller may assign the     
representations and warranties from the third party to us. We, in turn, will    
assign them to the trustee on behalf of the securityholders. In such cases, the 
third party will be obligated to purchase a mortgage loan upon a breach of such 
representations and warranties.                                                 

    Any responsible party and any third party that conveyed the mortgage loans
to a loan seller may experience financial difficulties and in some instances may
enter into insolvency proceedings. As a consequence, the applicable responsible 
party or third party may be unable to perform its repurchase obligations with   
respect to the mortgage loans. Any arrangements for the assignment of           
representations and the repurchase of mortgage loans must be acceptable to each 
rating agency rating the related securities.                                    

OPTIONAL PURCHASE OF DEFAULTED LOANS                                            

   If the related prospectus supplement so specifies, the Master Servicer or
another entity identified in such prospectus supplement may, at its option,     
purchase from the trust fund any mortgage loan that is delinquent in payment by 
90 days or more. Any such purchase shall be at the price described in the       
related prospectus supplement.                                                  

 DESCRIPTION OF THE SECURITIES

GENERAL                                                                         

    A trust will issue certificates in series pursuant to separate pooling and
servicing agreements or a trust agreement among us, one or more Master          
Servicers, if applicable, and the trustee. A trust fund will issue the notes of 
a series pursuant to an indenture between such trust fund and the entity named  
in the related prospectus supplement as trustee with respect to such notes. The 
provisions of each such Agreement will vary depending upon the nature of the    
certificates or notes to be issued under the Agreement and the nature of the    
related trust fund.                                                             

  The series of certificates or notes may be referred to in the prospectus
supplement as "mortgage-backed certificates", "mortgage pass-through            
certificates", "mortgage-backed notes", "asset-backed certificates", or         
"asset-backed notes."                                                           

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  A form of a pooling and servicing agreement, a form of a trust agreement
and a form of an indenture are exhibits to the Registration Statement of which  
this prospectus is a part. The following summaries describe certain provisions  
that may appear in each such Agreement. The prospectus supplement for a series  
of certificates or a series of notes, as applicable, will provide additional    
information regarding each such Agreement relating to such series. The summaries
do not purport to be complete and are subject to, and are qualified in their    
entirety by reference to the applicable prospectus supplement. We will provide a
copy of the applicable Agreement or Agreements (without exhibits) relating to   
any series without charge upon written request of a holder of such series       
addressed to:                                                                   

GS Mortgage Securities Corp.
 85 Broad Street
New York, New York 10004

    The securities of a series will be issued in fully registered form, in the
denominations specified in the related prospectus supplement. The securities, as
applicable, will evidence specified beneficial ownership interests in, or debt  
secured by the assets of, the related trust fund and will not be entitled to    
distributions in respect of the trust assets included in any other trust fund we
establish. The securities will not represent our obligations or the obligations 
of any of our affiliates. The mortgage loans will not be insured or guaranteed  
by any governmental entity or other person unless the prospectus supplement     
provides that loans are included that have the benefit of FHA insurance or VA or
RHS guarantees, primary mortgage insurance, pool insurance or another form of   
insurance or guarantee. Each trust or trust fund will consist of, to the extent 
provided in the related prospectus supplement:                                  

  o   the mortgage assets, as from time to time are subject to the related
         Agreement (exclusive of any amounts specified in the related prospectus
supplement ("RETAINED INTEREST")),                            

  o   such assets as from time to time are required to be deposited in the
     related Protected Account, Securities Account or any other accounts
       established pursuant to the Agreement (collectively, the "ACCOUNTS");

    o   property which secured a mortgage loan and which is acquired on behalf
       of the securityholders by foreclosure or deed in lieu of foreclosure;

o   U.S. Government Securities; and                                   

o   any primary insurance policies, FHA insurance, VA guarantees, RHS 
guarantees, other insurance policies or other forms of credit 
  enhancement required to be maintained pursuant to the Agreement.

     If so specified in the related prospectus supplement, a trust or trust fund
may include one or more of the following:                                       

o   reinvestment income on payments received on the trust assets,     

o   a reserve fund,                                                   

o   a mortgage pool insurance policy,                                 

o   a special hazard insurance policy,                                

o   a bankruptcy bond,                                                

o   one or more letters of credit,                                    

o   a financial guaranty insurance policy,                            

o   third party guarantees or similar instruments,                    

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o   U.S. Government Securities designed to assure payment of the      
securities,                                                   

o   financial instruments such as swap agreements, caps, collars and  
floors, or                                                    

o   other agreements.                                                 

  The trusts or trust funds will issue each series of securities in one or
more classes. Each class of securities of a series will evidence beneficial     
ownership of a specified percentage (which may be 0%) or portion of future      
interest payments and a specified percentage (which may be 0%) or portion of    
future payments on the assets in the related trust fund or will evidence the    
obligations of the related trust fund to make payments from amounts received on 
such assets in the related trust fund. A series of securities may include one or
more classes that receive certain preferential treatment with respect to one or 
more other classes of securities of such series. Insurance policies or other    
forms of credit enhancement may cover certain series or classes of securities.  
Distributions on one or more classes of a series of securities may be made      
before distributions on one or more other classes, after the occurrence of      
specified events, in accordance with a schedule or formula, on the basis of     
collections from designated portions of the assets in the related trust fund or 
on a different basis. The related prospectus supplement will describe the       
priority of payment among classes in a series. The related prospectus supplement
will specify the timing and amounts of such distributions which may vary among  
classes or over time. If the related prospectus supplement so provides, the     
securityholder of a class (a "CALL CLASS") of securities of a series may have   
the right to direct the trustee to redeem a related Callable Class or Classes. A
"CALLABLE CLASS" is a class of securities of a series that is redeemable,       
directly or indirectly, at the direction of the holder of the related Call      
Class, as provided in the related prospectus supplement. A Call Class and its   
related Callable Class or Classes will be issued pursuant to a separate trust   
agreement. A Callable Class generally will be called only if the market value of
the assets in the trust fund for such Callable Class exceeds the outstanding    
principal balance of such assets. If so provided in the related prospectus      
supplement, after the issuance of the Callable Class, there may be a specified  
"LOCK-OUT PERIOD" during which such securities could not be called. We          
anticipate that Call Classes generally will be offered only on a private basis. 

The trustee distributes principal and interest (or, where applicable, 
principal only or interest only) on the related securities on each distribution 
date (i.e., monthly, quarterly, semi-annually or at such other intervals and on 
the dates specified in the related prospectus supplement) in the proportions    
specified in the related prospectus supplement. The trustee will make           
distributions to the persons in whose names the securities are registered at the
close of business on the record dates specified in the related prospectus       
supplement. Distributions will be made by check or money order mailed to the    
persons entitled to the distributions at the address appearing in the register  
maintained for holders of securities or, if the related prospectus supplement so
specifies, in the case of securities that are of a certain minimum denomination,
upon written request by the holder of such securities, by wire transfer or by   
such other means. However, the final distribution in retirement of the          
securities will be made only upon presentation and surrender of the securities  
at the office or agency of the trustee or other person specified in the notice  
to holders of such final distribution.                                          

Except with respect to residual securities of Real Estate Mortgage    
Investment Conduits, commonly known as "REMICS," and any other securities that  
may be identified in the related prospectus supplement, the securities will be  
freely transferable and exchangeable at the corporate trust office of the       
trustee as described in the related prospectus supplement. No service charge    
will be made for any registration of exchange or transfer of securities of any  
series but the trustee may require payment of a sum sufficient to cover any     
related tax or other governmental charge. Certain representations will be       
required in connection with the transfer of REMIC residual securities, as       
provided in the related prospectus supplement.                                  

DISTRIBUTIONS ON SECURITIES                                                     

    General. In general, the method of determining the amount of distributions
on a particular series of securities will depend on the type of credit support, 
if any, that is used with respect to such series.                               

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Descriptions of various methods that may be used to determine the amount of     
distributions on the securities of a particular series are listed below. The    
prospectus supplement for each series of securities will describe the method to 
be used in determining the amount of distributions on the securities of such    
series.                                                                         

    The trustee will make distributions allocable to principal and/or interest
on the securities out of, and only to the extent of, funds in the related       
Securities Account, including any funds transferred from any reserve account and
funds received as a result of credit enhancement or from other specified        
sources, which may include accounts funded to cover basis risk shortfall amounts
or capitalized interest accounts. As between securities of different classes and
as between distributions of interest and principal and, if applicable, between  
distributions of prepayments of principal and scheduled payments of principal,  
distributions made on any distribution date will be applied as specified in the 
related prospectus supplement. The trustee will make distributions to any class 
of securities pro rata to all securityholders of that class or as otherwise     
specified in the related prospectus supplement.                                 

    Available Funds. The trustee will make all distributions on the securities
of each series on each distribution date from the Available Funds in accordance 
with the terms described in the related prospectus supplement and as the        
Agreement specifies. "AVAILABLE FUNDS" for each distribution date will generally
equal the amounts on deposit in the related Securities Account on a date        
specified in the related prospectus supplement, net of related fees and expenses
payable by the related trust fund and other amounts to be held in the Securities
Account for distribution on future distribution dates.                          

    Distributions of Interest. Interest generally will accrue on the aggregate
current principal amount (or, in the case of securities entitled only to        
distributions allocable to interest, the aggregate notional principal balance)  
of each class of securities entitled to interest from the date, at the interest 
rate and for the periods specified in the related prospectus supplement. To the 
extent funds are available for distribution, interest accrued on each class of  
securities entitled to interest (other than a class of securities that provides 
for interest that accrues, but is not currently payable, which are referred to  
as "ACCRUAL SECURITIES") will be distributable on the distribution dates        
specified in the related prospectus supplement. Interest will be distributed    
until the aggregate current principal amount of the securities of such class has
been distributed in full. In the case of securities entitled only to            
distributions allocable to interest, interest will be distributed until the     
aggregate notional principal balance of such securities is reduced to zero or   
for the period of time designated in the related prospectus supplement. The     
original current principal amount of each security will equal the aggregate     
distributions allocable to principal to which such security is entitled.        
Distributions of interest on each security that is not entitled to distributions
of principal will be calculated based on the notional principal balance of such 
security or as otherwise is specified in the related prospectus supplement. The 
notional principal balance of a security will not evidence an interest in or    
entitlement to distributions allocable to principal but will be used solely for 
convenience in expressing the calculation of interest and for certain other     
purposes.                                                                       

    With respect to any class of accrual securities, if the related prospectus
supplement so specifies, any interest that has accrued but is not paid on a     
given distribution date will be added to the aggregate current principal amount 
of such class of securities on that distribution date. Distributions of interest
on each class of accrual securities will commence after the occurrence of the   
events specified in the related prospectus supplement. Prior to such time, the  
aggregate current principal amount of such class of accrual securities will     
increase on each distribution date by the amount of interest that accrued on    
such class of accrual securities during the preceding interest accrual period.  
Any such class of accrual securities will thereafter accrue interest on its     
outstanding current principal amount as so adjusted.                            

     Distributions of Principal. The aggregate "CURRENT PRINCIPAL AMOUNT" of any
class of securities entitled to distributions of principal generally will be the
aggregate original current principal amount of such class of securities         
specified in the related prospectus supplement, reduced by all distributions and
losses allocable to principal. The related prospectus supplement will specify   
the method by which the amount of principal to be distributed on the securities 
on each distribution date will be calculated and the manner in which such amount
will be allocated among the classes of securities entitled to distributions of  
principal.                                                                      

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If the related prospectus supplement provides, one or more classes of 
senior securities will be entitled to receive all or a disproportionate         
percentage of the payments of principal received from borrowers in advance of   
scheduled due dates and that are not accompanied by amounts representing        
scheduled interest due after the month of such payments ("PRINCIPAL             
PREPAYMENTS"). The related prospectus supplement will set forth the percentages 
and circumstances governing such payments. Any such allocation of Principal     
Prepayments to such class or classes of securities will accelerate the          
amortization of such senior securities and increase the interests evidenced by  
the subordinated securities in the trust fund. Increasing the interests of the  
subordinated securities relative to that of the senior securities is intended to
preserve the availability of the subordination provided by the subordinated     
securities.                                                                     

Unscheduled Distributions. If the related prospectus supplement so    
specifies, the securities will be subject to receipt of distributions before the
next scheduled distribution date. If applicable, the trustee will be required to
make such unscheduled distributions on the day and in the amount specified in   
the related prospectus supplement if, due to substantial payments of principal  
(including Principal Prepayments) on the mortgage assets, excessive losses on   
the mortgage assets or low rates then available for reinvestment of such        
payments, the trustee or the Master Servicer determines, based on the           
assumptions specified in the Agreement, that the amount anticipated to be on    
deposit in the Securities Account on the next distribution date, together with, 
if applicable, any amounts available to be withdrawn from any reserve account,  
may be insufficient to make required distributions on the securities on such    
distribution date. The amount of any such unscheduled distribution that is      
allocable to principal generally will not exceed the amount that would otherwise
have been distributed as principal on the securities on the next distribution   
date. All unscheduled distributions generally will include interest at the      
applicable interest rate (if any) on the amount of the unscheduled distribution 
allocable to principal for the period and to the date specified in the related  
prospectus supplement.                                                          

  All distributions of principal in any unscheduled distribution generally
will be made in the same priority and manner as distributions of principal on   
the securities would have been made on the next distribution date. With respect 
to securities of the same class, unscheduled distributions of principal         
generally will be made on a pro rata basis. The trustee will give notice of any 
unscheduled distribution before the date of such distribution.                  

ADVANCES                                                                        

     The Master Servicer or other person designated in the prospectus supplement
may be required to advance on or before each distribution date (from its own    
funds, funds advanced by sub-servicers or funds held in any of the Accounts for 
future distributions to the holders of such securities) an amount equal to the  
aggregate of payments of principal and interest or of interest only that were   
delinquent on the related determination date and were not advanced by any       
sub-servicer. Such advances will generally be subject to the Master Servicer's  
determination that they will be recoverable out of late payments by mortgagors, 
Liquidation Proceeds, Insurance Proceeds or otherwise with respect to the       
specific mortgage loan or, if required by the applicable rating agency, with    
respect to any of the mortgage loans.                                           

   In making advances, the Master Servicer or other person designated in the
prospectus supplement will attempt to maintain a regular flow of scheduled      
interest and principal payments to holders of the securities. Advances do not   
represent an obligation of the Master Servicer or such other person to guarantee
or insure against losses. If the Master Servicer or other person designated in  
the prospectus supplement makes advances from cash held for future distribution 
to securityholders, the Master Servicer or such other person will replace such  
funds on or before any future distribution date to the extent that funds in the 
applicable Account on such distribution date would be less than the payments    
then required to be made to securityholders. Any funds advanced will be         
reimbursable to the Master Servicer or such other person out of recoveries on   
the specific mortgage loans with respect to which such advances were made.      
Advances (and any advances a sub-servicer makes) may also be reimbursable from  
cash otherwise distributable to securityholders to the extent the Master        
Servicer or other person designated in the prospectus supplement determines that
any such advances previously made are not ultimately recoverable from the       
proceeds with respect to the specific mortgage loan or, if required by the      
applicable rating agency, at such time as a loss is realized with respect to a  
specific mortgage loan. The Master                                              

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Servicer or other person designated in the prospectus supplement will be        
obligated to make advances, to the extent recoverable out of Insurance Proceeds,
Liquidation Proceeds or otherwise, in respect of certain taxes and insurance    
premiums the mortgagors have not paid on a timely basis. Funds so advanced are  
reimbursable to the Master Servicer or such other person to the extent the      
Agreement permits, as specified in the related prospectus supplement. As        
specified in the related prospectus supplement, a cash advance reserve fund, a  
surety bond or other arrangements may support the Master Servicer's obligations 
to make advances.                                                               

REPORTS TO SECURITYHOLDERS                                                      

     Prior to or on a distribution date or at such other time as is specified in
the related prospectus supplement or Agreement, the Master Servicer or the      
trustee will furnish to each securityholder of record of the related series a   
statement setting forth, to the extent applicable or material to such holders of
that series of securities, among other things:                                  

1. the amount of such distribution allocable to principal;            

2. the amount of such distribution allocable to interest;             

   3. the outstanding current principal amount or notional principal balance
of such class after giving effect to the distribution of principal on such      
distribution date;                                                              

   4. unless the interest rate is a fixed rate, the interest rate applicable
to the distribution on the distribution date; and                               

 5. the number and aggregate principal balances of mortgage loans in the
related mortgage pool delinquent (a) one-month, (b) two months or (c) three or  
more months, and the number and aggregate principal balances of mortgage loans  
in foreclosure.                                                                 

EXCHANGEABLE SECURITIES                                                         

 General. If specified in the related prospectus supplement, a series of
securities may include one or more classes that are "EXCHANGEABLE SECURITIES."  
In any of these series, the holders of one or more of the classes of            
exchangeable securities will be entitled, after notice and payment to the       
trustee of an administrative fee, to exchange all or a portion of those classes 
of exchangeable securities for proportionate interests in one or more other     
specified classes of exchangeable securities in such series.                    

  If a series includes exchangeable securities as described in the related
prospectus supplement, all of these classes of exchangeable securities will be  
listed in the related prospectus supplement. The classes of securities that are 
exchangeable for one another will be referred to in the related prospectus      
supplement as "RELATED" to each other, and each related grouping of exchangeable
securities will be referred to as a "COMBINATION." Each combination of          
exchangeable securities will be issued by the related trust fund. The classes of
exchangeable securities constituting each combination will, in the aggregate,   
represent a distinct combination of uncertificated interests in the related     
trust fund. At any time after their initial issuance, any class of exchangeable 
securities may be exchanged for the related class or classes of exchangeable    
securities. In some cases, multiple classes of exchangeable securities may be   
exchanged for one or more classes of related exchangeable securities.           

    The descriptions in the related prospectus supplement of the securities of
a series that includes exchangeable securities, including descriptions of       
principal and interest distributions, registration and denomination of          
securities, credit enhancement, yield and prepayment considerations, tax and    
investment legal considerations and considerations of the Employee Retirement   
Income Security Act of 1974, as amended ("ERISA"), also will apply to each class
of exchangeable securities. The related prospectus supplement will separately   
describe the yield and prepayment considerations applicable to, and the risks of
investment in each class of exchangeable securities. For example, separate      
decrement tables and yield tables, if applicable, will be included for each     
class of exchangeable securities.                                               

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  Exchanges. If a holder of exchangeable securities elects to exchange its
exchangeable securities for related exchangeable securities, then:              

    o   the aggregate principal balance of the related exchangeable securities
      received in the exchange, immediately after the exchange, will equal
        the aggregate principal balance, immediately prior to the exchange, of
        the exchangeable securities so exchanged (for purposes of an exchange,
        interest-only classes of exchangeable securities will have a principal
balance of zero);                                             

     o   the aggregate amount of interest payable on each distribution date with
         respect to the related exchangeable securities received in the exchange
will equal the aggregate amount of interest payable on each   
  distribution date with respect to the exchangeable securities so
exchanged; and                                                

  o   the class or classes of exchangeable securities will be exchanged in
         the applicable proportions, if any, described in the related prospectus
supplement.                                                   

Different types of combinations may exist. Any individual series of   
securities may have multiple types of combinations. Some examples of            
combinations of exchangeable securities that differ in their interest           
characteristics include:                                                        

  o   A class of exchangeable securities with an interest rate that varies
directly with changes in an index and a class of exchangeable 
         securities with an interest rate that varies indirectly with changes in
 the index may be exchangeable, together, for a related class of
exchangeable securities with a fixed interest rate. In such a 
         combination, the classes of exchangeable securities with interest rates
    that vary with an index would produce, in the aggregate, an annual
 interest amount equal to that generated by the related class of
      exchangeable securities with a fixed interest rate. In addition, the
aggregate principal balance of the two classes of exchangeable
        securities with interest rates that vary with an index would equal the
  aggregate principal balance of the related class of exchangeable
securities with the fixed interest rate.                      

o   An interest-only class and a principal-only class of exchangeable 
  securities may be exchangeable, together, for a related class of
         exchangeable securities that is entitled to both principal and interest
         payments. In such a combination, the aggregate principal balance of the
        related class would be equal to the aggregate principal balance of the
        principal-only class of exchangeable securities, and the interest rate
       on the related class, when applied to the aggregate principal balance
    of this related class, would generate interest equal to the annual
        interest amount of the interest-only class of exchangeable securities.

o   Two classes of principal and interest classes of exchangeable     
     securities with different fixed interest rates may be exchangeable,
         together, for a single class of related exchangeable securities that is
entitled to both principal and interest payments. In such a   
     combination, the aggregate principal balance of the single class of
 related exchangeable securities would be equal to the aggregate
      principal balance of the two classes of exchangeable securities, and
        the single class of related exchangeable securities would have a fixed
      interest rate that, when applied to the principal balance of the two
      classes of exchangeable securities, would generate interest equal to
         the aggregate annual interest amount of the two classes of exchangeable
securities.                                                   

   In some series, a securityholder may be able to exchange its exchangeable
securities for other related exchangeable securities that have different        
principal payment characteristics. Some examples of combinations of exchangeable
securities that differ in the principal payment characteristics include:        

  o   A class of exchangeable securities that accretes all of its interest
         for a specified period, with the accreted amount added to the aggregate
         principal balance of the class of exchangeable securities, and a second
        class of exchangeable securities that receives principal payments from
        these accretions, may be exchangeable, together, for a single class of
    related exchangeable securities that receives payments of interest
    continuously from the first distribution date on which it receives
interest until it is retired.                                 

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o   A class of exchangeable securities that is a planned amortization 
  class, and a class of exchangeable securities that only receives
      principal payments on a distribution date if scheduled payments have
   been made on the planned amortization class, may be exchangeable,
        together, for a class of related exchangeable securities that receives
        principal payments without regard to the planned amortization schedule
        for the planned amortization class from the first distribution date on
which it receives principal until it is retired.              

A number of factors may limit the ability of a holder of exchangeable 
securities to effect an exchange. For example, the securityholder must own, at  
the time of the proposed exchange, the class or classes of exchangeable         
securities necessary to make the exchange in the necessary proportions. If a    
securityholder does not own the necessary classes of exchangeable securities or 
does not own the necessary classes of exchangeable securities in the proper     
proportions, the securityholder may not be able to obtain the desired classes of
exchangeable securities. The securityholder desiring to make the exchange may   
not be able to purchase the necessary class of exchangeable securities from the 
then-current owner at a reasonable price, or the necessary proportion of the    
needed class of exchangeable securities may no longer be available due to       
principal payments or prepayments that have been applied to that class of       
exchangeable securities.                                                        

    Procedures. The related prospectus supplement will describe the procedures
that must be followed to make an exchange of exchangeable securities. A         
securityholder will be required to provide notice to the trustee prior to the   
proposed exchange date within the time period specified in the related          
prospectus supplement. The notice must include the outstanding principal or     
notional amount of the exchangeable securities to be exchanged and the related  
securities to be received, and the proposed exchange date. When the trustee     
receives this notice, it will provide instructions to the securityholder        
regarding delivery of the exchangeable securities and payment of the            
administrative fee. A securityholder's notice to the trustee will become        
irrevocable on the day prior to the proposed exchange date specified in the     
related prospectus supplement. Any exchangeable securities in book-entry form   
will be subject to the rules, regulations and procedures applicable to DTC's    
book-entry securities.                                                          

   If the related prospectus supplement describes exchange proportions for a
combination of classes of exchangeable securities, these proportions will be    
based on the original, rather than the outstanding, principal or notional       
amounts of these classes.                                                       

   Payments on an exchangeable security received in an exchange will be made
as described in the related prospectus supplement. Payments will be made to the 
securityholder of record as of the applicable record date.                      

BOOK-ENTRY REGISTRATION                                                         

   If the related prospectus supplement so specifies, one or more classes of
securities of any series may be issued in book-entry form. Persons acquiring    
beneficial ownership interests in the book-entry securities may elect to hold   
their securities through The Depository Trust Company ("DTC"), in the United    
States, Clearstream Banking, societe anonyme ("CLEARSTREAM") or the Euroclear   
Bank ("EUROCLEAR"), as operator of the Euroclear System, in Europe. Transfers   
within DTC, Clearstream or Euroclear, as the case may be, will be in accordance 
with the usual rules and operating procedures of the relevant system.           
Cross-market transfers between persons holding directly or indirectly through   
DTC, on the one hand, and counterparties holding directly or indirectly through 
Clearstream or Euroclear, on the other, will be effected in DTC through the     
relevant depositories of Clearstream or Euroclear, respectively, and each a     
participating member of DTC. The interests of the beneficial owners of interests
in the securities will be represented by book entries on the records of DTC and 
its participating members. All references in this prospectus to the securities  
reflect the rights of beneficial owners only as such rights may be exercised    
through DTC and its participating organizations for so long as such securities  
are held by DTC.                                                                

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a 
member of the Federal Reserve System, a "clearing corporation" within the       
meaning of the New York Uniform Commercial Code, and a "clearing agency"        
registered pursuant to the provisions of Section 17A of the Securities Exchange 
Act of                                                                          

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1934. DTC also facilitates the post-trade settlement among DTC participants     
("DIRECT PARTICIPANTS") of sales and other securities transactions in deposited 
securities, through electronic computerized book-entry transfers and pledges    
between Direct Participants' accounts. This eliminates the need for physical    
movement of securities. Direct Participants include both U.S. and non-U.S.      
securities brokers, dealers, banks, trust companies, clearing corporations, and 
certain other organizations. DTC is a wholly-owned subsidiary of The Depository 
Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of   
Participants of DTC and Members of the National Securities Clearing Corporation,
Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation    
(NSCC, FICC and EMCC, also subsidiaries of DTCC), as well as by the New York    
Stock Exchange, Inc., the American Stock Exchange LLC, and the National         
Association of Securities Dealers, Inc. Access to the DTC system is also        
available to others such as both U.S. and non-U.S. securities brokers and       
dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or 
indirectly ("INDIRECT PARTICIPANT"). The DTC Rules applicable to its            
Participants are on file with the SEC. More information about DTC can be found  
at www.dtcc.com and www.dtc.org.                                                

   The book-entry securities will be issued in one or more certificates or
notes, as the case may be, that equal the aggregate principal balance or        
notional amount of the applicable class or classes of securities, equal to an   
amount up to $500 million per certificate. If any class exceeds the principal   
amount or notional amount of $500 million, one certificate will be issued with  
respect to each $500 million principal amount or notional amount, and an        
additional certificate will be issued with respect to any remaining principal   
amount or notional amount of such issue. Each entry will initially be registered
in the name of DTC's partnership nominee, Cede & Co., or any other name as may  
be requested by an authorized representative of DTC or one of the relevant      
depositories. Clearstream and Euroclear will hold omnibus positions on behalf of
their Participants through customers' securities accounts in Clearstream's and  
Euroclear's names on the books of their respective depositories that in turn    
will hold such positions in customers' securities accounts in the depositories' 
names on the books of DTC. DTC has no knowledge of the actual Beneficial Owners 
(as defined below) of the securities. Except as described below, no person      
acquiring a book-entry security will be entitled to receive a physical          
certificate or note representing such security. Unless and until physical       
securities are issued, it is anticipated that the only "SECURITYHOLDER" will be 
Cede & Co., as nominee of DTC. Beneficial owners are only permitted to exercise 
their rights indirectly through Direct Participants and DTC.                    

An owner's ownership of a book-entry security will be recorded on the 
records of the brokerage firm, bank, thrift institution or other financial      
intermediary (each, a "FINANCIAL INTERMEDIARY") that maintains the beneficial   
owner's account for such purpose. In turn, the Financial Intermediary's         
ownership of such book-entry security will be recorded on the records of DTC or 
on the records of a participating firm that acts as agent for the Financial     
Intermediary, if the Beneficial Owner's Financial Intermediary is not a DTC     
Participant, whose interest will in turn be recorded on the records of DTC, and 
on the records of Clearstream or Euroclear, as appropriate.                     

     Purchases of securities under the DTC system must be made by or through DTC
Participants, which will receive a credit for the securities on DTC's records.  
The ownership interest of each actual purchaser of each security ("BENEFICIAL   
OWNER") is in turn to be recorded on the DTC Participant's records. Beneficial  
Owners will not receive written confirmation from DTC of their purchase.        
Beneficial Owners are, however, expected to receive written confirmations       
providing details of the transaction, as well as periodic statements of their   
holdings, from the Direct Participant or Indirect Participant through which the 
Beneficial Owner entered into the transaction. Transfers of ownership interests 
in the securities are to be accomplished by entries made on the books of a      
Direct Participant or Indirect Participant acting on behalf of Beneficial       
Owners. Beneficial Owners will not receive securities representing their        
ownership interests in securities, except in the event that use of book-entry   
system for the securities is discontinued.                                      

     Beneficial Owners that are not Direct Participants or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of, or other       
interests in, book-entry securities may do so only through Direct Participants  
and Indirect Participants. In addition, beneficial owners will receive all      
distributions of principal and interest from the trustee, or a paying agent on  
behalf of the trustee, through DTC Direct Participants. DTC will forward such   
distributions to its Direct Participants, which thereafter will forward         

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them to Indirect Participants or Beneficial Owners. Beneficial Owners will not  
be recognized by the trustee or any paying agent as holders of the securities,  
and Beneficial Owners will be permitted to exercise the rights of the holders of
the securities only indirectly through DTC and its Direct Participants.         

Conveyance of notices and other communications by DTC to Direct       
Participants, by Direct Participants to Indirect Participants, and by Direct    
Participants and Indirect Participants to Beneficial Owners will be governed by 
arrangements among them, subject to any statutory or regulatory requirements as 
may be in effect from time to time.                                             

     Redemption notices shall be sent to DTC. If less than all of the securities
within an issue are being redeemed, DTC's practice is to determine by lot the   
amount of the interest of each Direct Participant in such issue to be redeemed. 

     Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote
with respect to securities unless authorized by a Direct Participant in         
accordance with DTC's Procedures. Under its procedures, DTC mails an Omnibus    
Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy    
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts securities are credited on the record date (identified in a      
listing attached to the Omnibus Proxy).                                         

     Beneficial Owners will receive all distributions allocable to principal and
interest with respect to the book-entry securities from the trustee through DTC 
and DTC Direct Participants. While the book-entry securities are outstanding    
(except under the circumstances described below), under the rules, regulations  
and procedures creating, governing and affecting DTC and its operations (the    
"RULES"), DTC is required to make book-entry transfers among Participants on    
whose behalf it acts with respect to the securities. DTC is required to receive 
and transmit distributions allocable to principal and interest with respect to  
the securities. Direct Participants and Indirect Participants with whom         
Beneficial Owners have accounts with respect to securities are similarly        
required to make book-entry transfers and receive and transmit such             
distributions on behalf of their respective beneficial owners. Accordingly,     
although Beneficial Owners will not possess physical certificates or notes, the 
Rules provide a mechanism by which Beneficial Owners will receive distributions 
and will be able to transfer their beneficial ownership interests in the        
securities.                                                                     

Beneficial Owners will not receive or be entitled to receive physical 
certificates for the securities referred to as "DEFINITIVE SECURITIES" (the     
"DEFINITIVE SECURITIES"), except under the limited circumstances described      
below. Unless and until Definitive Securities are issued, beneficial owners who 
are not Direct Participants may transfer ownership of securities only through   
Direct Participants and Indirect Participants by instructing such Direct        
Participants and Indirect Participants to transfer beneficial ownership         
interests in the securities by book-entry transfer through DTC for the account  
of the purchasers of such securities, which account is maintained with their    
respective Direct Participants or Indirect Participants. Under the Rules and in 
accordance with DTC's normal procedures, transfers of ownership of securities   
will be executed through DTC and the accounts of the respective Direct          
Participants at DTC will be debited and credited. Similarly, the Direct         
Participants and Indirect Participants will make debits or credits, as the case 
may be, on their records on behalf of the selling and purchasing beneficial     
owners.                                                                         

     Because of time zone differences, it is possible that credits of securities
received in Clearstream or Euroclear as a result of a transaction with a        
Participant will be made during subsequent securities settlement processing and 
dated the business day following the DTC settlement date. Such credits or any   
transactions in such securities settled during such processing will be reported 
to the relevant Euroclear or Clearstream Participants on such business day. Cash
received in Clearstream or Euroclear as a result of sales of securities by or   
through a Clearstream Participant or Euroclear Participant to a DTC Participant 
will be received with value on the DTC settlement date but, due to time zone    
differences, may be available in the relevant Clearstream or Euroclear cash     
account only as of the Business Day following settlement in DTC.                

 Transfers between Participants will occur in accordance with DTC rules.
Transfers between Clearstream Participants and Euroclear Participants will occur
in accordance with their respective rules and operating procedures.             

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Cross-market transfers between persons holding directly or indirectly 
through DTC, on the one hand, and directly or indirectly through Clearstream    
Participants or Euroclear Participants, on the other, will be effected in DTC in
accordance with the Rules on behalf of the relevant European international      
clearing system by the relevant depository, each of which is a participating    
member of DTC; provided, however, that such cross-market transactions will      
require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and      
procedures and within its established deadlines. The relevant European          
international clearing system will, if the transaction meets its settlement     
requirements, deliver instructions to the relevant depository to take action to 
effect final settlement on its behalf by delivering or receiving securities in  
DTC, and making or receiving payment in accordance with normal procedures for   
same day funds settlement applicable to DTC. Clearstream Participants and       
Euroclear Participants may not deliver instructions directly to the relevant    
depositories for Clearstream or Euroclear.                                      

     Clearstream has advised that it is incorporated under the laws of the Grand
Duchy of Luxembourg as a professional depository. Clearstream holds securities  
for its Participants. Clearstream facilitates the clearance and settlement of   
securities transactions between Clearstream Participants through electronic     
book-entry changes in account of Clearstream Participants, eliminating the need 
for physical movement of securities. Transactions may be settled through        
Clearstream in many currencies, including United States dollars. Clearstream    
provides to Clearstream Participants, among other things, services for          
safekeeping, administration, clearance and settlement of internationally traded 
securities and securities lending and borrowing. Clearstream interfaces with    
domestic markets in several countries. As a professional depository, Clearstream
is subject to regulation by the Commission de Surveillance du Secteur Financier 
in Luxembourg. Clearstream Participants are recognized financial institutions   
around the world, including underwriters, securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Indirect
access to Clearstream is also available to others, such as banks, brokers,      
dealers and trust companies that clear through or maintain a custodial          
relationship with a Clearstream Participant, either directly or indirectly.     

Distributions, to the extent received by the relevant depository for  
Clearstream, with respect to the securities held beneficially through           
Clearstream will be credited to cash accounts of Clearstream Participants in    
accordance with its rules and procedures.                                       

    Euroclear was created to hold securities for its Participants and to clear
and settle transactions between Euroclear Participants through simultaneous     
electronic book-entry delivery against payment, thereby eliminating the need for
movement of physical securities and any risk from lack of simultaneous transfers
of securities and cash. The Euroclear System is owned by Euroclear plc and      
operated through a license agreement by Euroclear Bank S.A./N.V., a bank        
incorporated under the laws of the Kingdom of Belgium (the "EUROCLEAR           
OPERATOR"). The Euroclear Operator holds securities and book-entry interests in 
securities for participating organizations and facilitates the clearance and    
settlement of securities transactions between Euroclear Participants, and       
between Euroclear Participants and participants of certain other securities     
intermediaries through electronic book-entry changes in accounts of such        
participants or other securities intermediaries. Non-participants of Euroclear  
may hold and transfer book-entry interests in securities through accounts with a
direct participant of Euroclear or any other securities intermediary that holds 
book-entry interests in the related securities through one or more Securities   
Intermediaries standing between such other securities intermediary and the      
Euroclear Operator.                                                             

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the     
related Operating Procedures of the Euroclear System and applicable Belgian law.
All securities in Euroclear are held on a fungible basis without attribution of 
specific certificates to specific securities clearance accounts. Euroclear Bank 
Operator acts under the Terms and Conditions only on behalf of Euroclear        
Participants, and has no record of or relationship with persons holding through 
Euroclear Participants.                                                         

The trustee is responsible to make payments and distributions on the  
book-entry securities to Cede & Co. DTC will be responsible for crediting the   
amount of such distributions to the accounts of the applicable Direct           
Participants in accordance with DTC's normal procedures. Each Direct Participant
will be responsible for disbursing such distributions to the Beneficial Owners  
that it represents and to each                                                  

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Indirect Participant for which it acts as agent. Each such Indirect Participant 
will be responsible for disbursing funds to the Beneficial Owners that it       
represents.                                                                     

    Distributions and payments on the securities will be made to Cede & Co. or
such other nominee as may be requested by an authorized representative of DTC.  
DTC's practice is to credit Direct Participant's accounts upon DTC's receipt of 
funds and corresponding detail information from the trustee or its agent, on    
payable date in accordance with their respective holdings shown on DTC's        
records. Payments by Participants to Beneficial Owners will be governed by      
standing instructions and customary practices, as is the case with securities   
held for the accounts of customers in bearer form or registered in "street      
name," and will be the responsibility of such Participant and not of DTC, Issuer
or Agent, subject to any statutory or regulatory requirements as may be in      
effect from time to time.                                                       

   Under a book-entry format, Beneficial Owners of the book-entry securities
may experience some delay in their receipt of distributions, since such         
distributions will be forwarded by the trustee to Cede & Co., as nominee of DTC.
Distributions with respect to securities held through Clearstream or Euroclear  
will be credited to the cash accounts of Clearstream Participants or Euroclear  
Participants in accordance with the relevant system's rules and procedures, to  
the extent received by the relevant depositary. Such distributions will be      
subject to tax reporting in accordance with relevant United States tax laws and 
regulations. Because DTC can only act on behalf of financial intermediaries, the
ability of a Beneficial Owner to pledge book-entry securities to persons or     
entities that do not participate in the DTC system, or otherwise take actions in
respect of such book-entry securities, may be limited due to the lack of        
physical securities for such book-entry securities. In addition, issuance of the
book-entry securities in book-entry form may reduce the liquidity of such       
securities in the secondary market since certain potential investors may be     
unwilling to purchase securities for which they cannot obtain physical          
certificates or notes.                                                          

     Monthly and annual reports on the applicable trust fund will be provided to
Cede & Co., as nominee of DTC, and Cede & Co. may make such reports available to
beneficial owners upon request, in accordance with the Rules, and to the DTC    
Participants to whose DTC accounts the book-entry securities of such Beneficial 
Owners are credited directly or are credited indirectly through Indirect        
Participants.                                                                   

  Clearstream or Euroclear, as the case may be, will take any other action
permitted to be taken by a holder under the Agreement on behalf of a Clearstream
Participant or Euroclear Participant only in accordance with its relevant rules 
and procedures and subject to the ability of the relevant depository to effect  
such actions on its behalf through DTC.                                         

    Physical certificates representing a security will be issued to Beneficial
Owners only upon the events specified in the related Agreement. Such events may 
include the following:                                                          

     o   we (or DTC) advise the trustee in writing that DTC is no longer willing
       or able to properly discharge its responsibilities as depository with
        respect to the securities, and that we are or the trustee is unable to
locate a qualified successor, or                              

     o   we notify the trustee and DTC of our intent to terminate the book-entry
   system through DTC and, upon receipt of such intent from DTC, the
        participants holding beneficial interests in the certificates agree to
initiate such termination.                                    

Upon the occurrence of any of the events specified in the related     
Agreement, the trustee will be required to notify all Participants of the       
availability through DTC of physical certificates. Upon delivery of the         
certificates or notes representing the securities, the trustee will issue the   
securities in the form of physical certificates, and thereafter the trustee will
recognize the holders of such physical certificates as securityholders.         
Thereafter, distributions of principal of and interest on the securities will be
made by the trustee or a paying agent on behalf of the trustee directly to      
securityholders in accordance with the procedures listed in this prospectus and 
in the Agreement. The final distribution of any security (whether physical      
certificates or securities registered in the name of Cede & Co.), however, will 
be made only upon presentation and surrender of such securities on the final    
distribution date at such office or agency as is specified in the notice of     
final payment to securityholders.                                               

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Although DTC, Clearstream and Euroclear have agreed to the foregoing  
procedures to facilitate transfers of securities among participants of DTC,     
Clearstream and Euroclear, they are under no obligation to perform or continue  
to perform such procedures and such procedures may be discontinued at any time. 

  We, the Master Servicer, if any, the trust fund and the trustee will not
have any responsibility for any aspect of the records relating to or            
distributions made on account of beneficial ownership interests of the          
book-entry securities held by Cede & Co., as nominee for DTC, or for            
maintaining, supervising or reviewing any records relating to such beneficial   
ownership interests.                                                            

See also the attached Annex I for certain information regarding U.S.  
federal income tax documentation requirements for investors holding certificates
through Clearstream or Euroclear (or through DTC if the holder has an address   
outside the United States).                                                     

CREDIT ENHANCEMENT

GENERAL                                                                         

     Credit enhancement may be provided with respect to one or more classes of a
series of securities or with respect to the assets in the related trust fund.   
Credit enhancement may be in the form of:                                       

o   the subordination of one or more classes of the securities of such
series,                                                       

   o   the use of a mortgage pool insurance policy, special hazard insurance
        policy, bankruptcy bond, FHA insurance, VA guarantees, RHS guarantees,
    reserve accounts, a letter of credit, a limited financial guaranty
        insurance policy, other third party guarantees, interest rate or other
    swap agreements, caps, collars or floors, another method of credit
        enhancement described in the related prospectus supplement, or the use
of a cross-support feature, or                                

o   any combination of the foregoing.                                 

  Most forms of credit enhancement will not provide protection against all
risks of loss and generally will not guarantee repayment of the entire principal
balance of the securities and interest on the principal balance. If losses occur
that exceed the amount covered by credit enhancement or that are not covered by 
the credit enhancement, holders of one or more classes of securities will bear  
their allocable share of deficiencies. If a form of credit enhancement applies  
to several classes of securities, and if principal payments equal to the current
principal amounts of certain classes will be distributed before such            
distributions to other classes, the classes which receive such distributions at 
a later time are more likely to bear any losses that exceed the amount covered  
by credit enhancement. If so specified in the related prospectus supplement, the
Master Servicer, any other person designated in the related prospectus          
supplement or we may cancel or reduce coverage under any credit enhancement if  
such cancellation or reduction would not adversely affect the rating or ratings 
of the related securities.                                                      

SUBORDINATION                                                                   

If so specified in the related prospectus supplement, distributions of
scheduled principal, Principal Prepayments, interest or any combination of such 
distributions that normally would be paid to one or more classes of subordinated
securities of a series will, under circumstances and to the extent specified in 
the prospectus supplement, instead be payable to holders of one or more classes 
of senior securities. If the related prospectus supplement so specifies, various
classes of subordinated securities will be the first to bear delays in receipt  
of scheduled payments on the mortgage loans and losses on defaulted mortgage    
loans. Thereafter, various classes of senior securities will bear such delays   
and losses as specified in the related prospectus supplement. The related       
prospectus supplement may limit the aggregate distributions in respect of       
delinquent payments on the mortgage loans over the lives of the securities or at
any time, the aggregate losses in respect of defaulted mortgage loans which must
be borne by the subordinated securities by virtue of subordination. The         
prospectus supplement may also                                                  

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limit the amount of the distributions otherwise distributable to the            
subordinated securityholders that will be distributable to senior               
securityholders on any distribution date. If aggregate distributions in respect 
of delinquent payments on the mortgage loans or aggregate losses in respect of  
such mortgage loans exceed the total amounts payable and available for          
distribution to holders of subordinated securities or, if applicable, they      
exceed the specified maximum amount, holders of senior securities will          
experience losses on such securities.                                           

    In addition to or in lieu of the foregoing, if so specified in the related
prospectus supplement, all or any portion of distributions otherwise payable to 
holders of subordinated securities on any distribution date may instead be      
deposited into one or more reserve accounts established with the trustee. Such  
deposits may be made on each distribution date, on each distribution date for   
specified periods or until the balance in the reserve account has reached a     
specified amount. Following payments from the reserve account to holders of     
senior securities or otherwise, deposits will be made to the extent necessary to
restore the balance in the reserve account to required levels. Amounts on       
deposit in the reserve account may be released to the holders of the class of   
securities specified in the related prospectus supplement at the times and under
the circumstances specified in the related prospectus supplement.               

 If so specified in the related prospectus supplement, the same class of
securities may be senior securities with respect to certain types of payments or
certain types of losses or delinquencies and subordinated securities with       
respect to other types of payment or types of losses or delinquencies. If the   
related prospectus supplement so specifies, various classes of senior securities
and subordinated securities may themselves be subordinate in their right to     
receive certain distributions to other classes of senior and subordinated       
securities, respectively, through a cross support mechanism or otherwise.       

    As among classes of senior securities and as among classes of subordinated
securities, distributions may be allocated among such classes:                  

o   in the order of their scheduled final distribution dates,         

o   in accordance with a schedule or formula,                         

o   in relation to the occurrence of specified events, or             

o   as otherwise specified in the related prospectus supplement.      

POOL INSURANCE POLICIES                                                         

 If specified in the prospectus supplement related to a mortgage pool of
single family loans or cooperative loans, a separate mortgage pool insurance    
policy will be obtained for the mortgage pool. The pool insurer named in the    
prospectus supplement will issue the policy. Subject to the limitations         
discussed below, each mortgage pool insurance policy will cover a percentage of 
the loss by reason of default in payment on single family loans or cooperative  
loans in the mortgage pool as specified in the prospectus supplement. The Master
Servicer will present claims under the policy to the pool insurer on behalf of  
itself, the trustee and the holders of the securities. The mortgage pool        
insurance policies, however, are not blanket policies against loss, since claims
under the policies may only be made respecting particular defaulted mortgage    
loans and only upon satisfaction of certain conditions precedent described below
or as specified in the related prospectus supplement. A mortgage pool insurance 
policy generally will not cover losses due to a failure to pay or denial of a   
claim under a primary insurance policy. The related prospectus supplement will  
describe the material terms of any mortgage pool insurance policies applicable  
to any series.                                                                  

SPECIAL HAZARD INSURANCE POLICIES                                               

If the related prospectus supplement so specifies, a separate special 
hazard insurance policy will be obtained for the mortgage pool. The special     
hazard insurer named in the prospectus supplement will issue the policy. Subject
to the limitations described below and if so provided in the related prospectus 
supplement, each special hazard insurance policy will protect holders of the    
related securities from:                                                        

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(1) loss by reason of damage to mortgaged properties caused by certain
hazards (including earthquakes and, to a limited extent, tidal waves and related
water damage) not insured against under the standard form of hazard insurance   
policy for the respective states in which the mortgaged properties are located  
or under a flood insurance policy, if the mortgaged property is located in a    
federally designated flood area, and                                            

(2) loss caused by reason of the application of the coinsurance clause
contained in hazard insurance policies.                                         

     Special hazard insurance policies will generally not cover losses caused by
war, civil insurrection, certain governmental action, errors in design, faulty  
workmanship or materials (except under certain circumstances), nuclear reaction,
flood (if the mortgaged property is located in a federally designated flood     
area), chemical contamination and certain other risks. The related prospectus   
supplement will specify the amount of coverage under any special hazard         
insurance policy. Each special hazard insurance policy will generally provide   
that no claim may be paid unless hazard insurance and, if applicable, flood     
insurance on the property securing the mortgage loan has been kept in force and 
other protection and preservation expenses have been paid.                      

Subject to the foregoing limitations and if so provided in the related
prospectus supplement, each special hazard insurance policy will provide that   
where there has been damage to property securing a foreclosed mortgage loan     
(title to which has been acquired by the insured) and to the extent such damage 
is not covered by the hazard insurance policy or flood insurance policy, if any,
maintained by the mortgagor or the Master Servicer, the special hazard insurer  
will pay the lesser of (1) the cost of repair or replacement of such property or
(2) upon transfer of the property to the special hazard insurer, the unpaid     
principal balance of such mortgage loan at the time of acquisition of such      
property by foreclosure or deed in lieu of foreclosure, plus accrued interest to
the date of claim settlement and certain expenses incurred by the Master        
Servicer with respect to such property. If the unpaid principal balance of a    
mortgage loan plus accrued interest and certain expenses are paid by the special
hazard insurer, the amount of further coverage under the related special hazard 
insurance policy will be reduced by such amount less any net proceeds from the  
sale of the property. Any amount paid as the cost of repair of the property will
further reduce coverage by such amount. So long as a mortgage pool insurance    
policy remains in effect, the payment by the special hazard insurer of the cost 
of repair or of the unpaid principal balance of the related mortgage loan plus  
accrued interest and certain expenses will not affect the total Insurance       
Proceeds paid to securityholders, but will affect the relative amounts of       
coverage remaining under the related special hazard insurance policy.           

     If the underlying property has been damaged and not restored, collection of
Insurance Proceeds under a mortgage pool insurance policy is generally not      
possible. A special hazard insurance policy permits full recovery under a       
mortgage pool insurance policy by providing insurance to restore damaged        
property.                                                                       

  To the extent specified in the related prospectus supplement, the Master
Servicer may deposit in a special trust account cash, an irrevocable letter of  
credit or any other instrument acceptable to each nationally recognized rating  
agency that rates the securities of the related series. Such deposit will       
provide protection in lieu of or in addition to the protection the special      
hazard insurance policy provides. The amount of any special hazard insurance    
policy or of the deposit to the special trust account in lieu of such special   
hazard insurance policy relating to such securities may be reduced so long as   
any such reduction will not result in a downgrading of the rating of such       
securities by any such rating agency.                                           

BANKRUPTCY BONDS                                                                

     If the related prospectus supplement so specifies, an insurer named in such
prospectus supplement will issue a bankruptcy bond. Each bankruptcy bond will   
cover certain losses resulting from a bankruptcy court's reduction of scheduled 
payments of principal and interest on a mortgage loan or such court's reduction 
of the principal amount of a mortgage loan. Each bankruptcy bond will also cover
certain unpaid interest on the amount of such a principal reduction from the    
date of the filing of a bankruptcy petition. The related prospectus supplement  
will list the required amount of coverage under each                            

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bankruptcy bond. To the extent specified in the prospectus supplement, the      
Master Servicer may deposit in the trust fund: cash, an irrevocable letter of   
credit or any other instrument acceptable to each nationally recognized rating  
agency that rates the securities of the related series. Such deposit will       
provide protection in lieu of or in addition to the protection a bankruptcy bond
provides.                                                                       

  The amount of any bankruptcy bond or of the deposit to the special trust
account in lieu of such bankruptcy bond relating to such securities may be      
reduced so long as any such reduction will not result in a downgrading of the   
rating of such securities by any such rating agency.                            

     The related prospectus supplement will describe the terms of any bankruptcy
bond relating to a pool of manufactured housing contracts.                      

FHA INSURANCE; VA GUARANTEES; RHS GUARANTEES                                    

FHA Loans                                                             

Single family loans designated in the related prospectus supplement as
insured by the FHA will be insured by the Federal Housing Administration ("FHA")
of the United States Department of Housing and Urban Development ("HUD") as     
authorized under the National Housing Act of 1934, as amended (the "NATIONAL    
HOUSING ACT"), and the United States Housing Act of 1937, as amended (the       
"UNITED STATES HOUSING ACT"). Various FHA programs, including the standard FHA  
203(b) program to finance the acquisition of one- to four-family housing units  
and the FHA 245 graduated payment mortgage program will insure such mortgage    
loans. These programs generally limit the principal amount and interest rates of
the mortgage loans insured. To be insured by the FHA, mortgage loans are        
generally required to have a minimum down payment of approximately 5% of the    
original principal amount of the loan. No FHA-insured mortgage loan relating to 
a series may have an interest rate or original principal amount exceeding the   
applicable FHA limits at the time of origination of such loan.                  

    FHA is an organizational unit within HUD. FHA was established to encourage
improvement in housing standards and conditions and to exert a stabilizing      
influence on the mortgage market. FHA provides insurance for private lenders    
against loss on eligible mortgages. Under the FHA mortgage insurance program, an
FHA home mortgage may be made to borrowers meeting certain credit standards by  
an approved mortgage lender. FHA insures payment to the holder of that loan in  
the event of default by the borrower.                                           

Although new FHA loans are made only to creditworthy borrowers, FHA   
historically has permitted a borrower to sell his or her home to a new          
homeowner, subject to the existing FHA loan, without requiring a determination  
whether the new homeowner would be a creditworthy borrower. In those instances, 
the original borrower was not relieved of liability for the mortgage note,      
although no assurance can be made that the mortgage note can be enforced against
the original borrower. Moreover, to the extent the new homeowner has not        
executed an agreement to assume the mortgage debt, the mortgage note cannot be  
enforced against the new homeowner. The mortgage loan, however, would remain    
secured by the related mortgaged property and the FHA insurance would remain in 
effect. The regulations governing assumptions on FHA loans have varied in many  
respects over the years during which the FHA loans in the mortgage pool were    
originated.                                                                     

Insurance premiums for FHA loans are either paid at origination by the
originator or are collected by the Master Servicer or any sub-servicer and are  
paid to FHA. The regulations governing FHA insured single-family mortgage       
insurance programs generally provide that insurance benefits are payable upon   
foreclosure (or other acquisition of possession) and conveyance of the mortgaged
property to HUD. With respect to a defaulted FHA loan, the Master Servicer or   
any sub-servicer may be limited in its ability to initiate foreclosure          
proceedings. Historically, pursuant to an assignment program adopted by HUD     
pursuant to a consent decree in 1976 (the "ASSIGNMENT PROGRAM"), HUD in certain 
circumstances offered qualified borrowers who had defaulted on an FHA loan an   
opportunity to avoid foreclosure and retain their homes. Under the Assignment   
Program, FHA serviced FHA insured mortgage loans that had defaulted and been    
assigned to HUD under the Assignment Program. In addition, HUD gave forbearance,
for a period of no longer than 36 months, to mortgagors who had demonstrated a  
temporary                                                                       

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inability to make full payments due to circumstances beyond the mortgagor's     
control such as a reduction in income or increase in expenses. In April 1996,   
the Assignment Program was terminated and replaced with mandatory loss          
mitigation procedures, whereby the servicer of defaulted FHA insured loans must 
choose from a variety of tools, including special forbearance, mortgage         
modification, "streamline refinancing," pre-foreclosure sales, and deeds-in-lieu
of foreclosure to cure a default prior to filing an FHA insurance claim. The new
loss mitigation procedures also permits lenders in certain circumstances to     
submit partial claims for FHA insurance benefits.                               

The Master Servicer or any sub-servicer will submit all claims to HUD.
Under certain circumstances, as set forth in the regulations, HUD is authorized 
to request or require the Master Servicer or any sub-servicer to pursue a       
deficiency judgment against any defaulting mortgagor. In this regard, HUD may   
request or require (as the case may be under the regulations) the Master        
Servicer or any sub-servicer to pursue a deficiency judgment in connection with 
the foreclosure. Under neither case would the Master Servicer or any            
sub-servicer, as applicable, be responsible for collecting on the judgment.     
Further, HUD may reimburse the Master Servicer or any sub-servicer, as          
applicable, for all additional costs of seeking the judgment. The Master        
Servicer or any sub-servicer, as applicable is the mortgagee with respect to    
each FHA loan serviced by it for purposes of the FHA insurance solely to        
facilitate servicing. The Master Servicer or any sub-servicer, as applicable    
will acknowledge that it has no economic or beneficial interest in the FHA      
insurance for any mortgage loans serviced by it. Furthermore, no holder of a    
security, by virtue of holding a security that evidences a beneficial interest  
in the FHA insured mortgage loans, will have any right against FHA or HUD with  
respect to the contract of mortgage insurance applicable to any mortgage loan,  
and each securityholder, by its acceptance of a security, or an interest in a   
security, will be deemed to have agreed to the foregoing.                       

    The amount of insurance benefits generally paid by the FHA is equal to the
entire unpaid principal balance of the defaulted FHA loan, adjusted to reimburse
the Master Servicer or any sub-servicer, as applicable, for certain costs and   
expenses and to deduct certain amounts received or retained by the Master       
Servicer or any sub-servicer after default. When entitlement to insurance       
benefits results from foreclosure (or other acquisition of possession) and      
conveyance to HUD, the Master Servicer or any sub-servicer, as applicable is    
generally compensated for no more than two-thirds of its foreclosure costs,     
attorneys' fees (which costs are evaluated based upon the guidelines of Fannie  
Mae, which guidelines are state specific), and certain other costs, and is      
compensated for accrued and unpaid mortgage interest for a limited period prior 
to the institution of foreclosure or other acquisition in general only to the   
extent it was allowed pursuant to a forbearance plan approved by HUD. The       
insurance payment itself, upon foreclosure of an FHA-insured single family loan,
bears interest from a date 30 days after the mortgagor's first uncorrected      
failure to perform any obligation to make any payment due under the mortgage    
loan and, upon assignment, from the date of assignment, to the date of payment  
of the claim, in each case at the same interest rate as the applicable FHA      
Debenture Rate as defined below.                                                

 In most cases, HUD has the option to pay insurance claims in cash or in
debentures issued by HUD. Currently, claims are being paid in cash. Claims have 
not been paid in debentures since 1965. HUD debentures issued in satisfaction of
FHA insurance claims bear interest at the FHA Debenture Rate. The Master        
Servicer or any sub-servicer of each FHA-insured single family loan will be     
obligated to purchase any such debenture issued in satisfaction of such mortgage
loan upon default for an amount equal to the principal amount of any such       
debenture.                                                                      

     For each FHA Loan, the applicable debenture rate, as announced from time to
time by HUD (the "FHA DEBENTURE RATE") is the rate in effect at the date of the 
insurance commitment or endorsement for insurance, whichever rate is higher. The
FHA Debenture Rate that applies to a particular mortgage loan generally is lower
than the interest rate on the mortgage loan. FHA Debenture Rates are published  
semi-annually by HUD in the Federal Register and a listing of such rates since  
1980 are set forth on HUD's website (www.hud.gov/offices/hsg/comp/debnrate.cfm).

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VA Loans                                                              

 The United States Veterans Administration ("VA") is an Executive Branch
Department of the United States, headed by the Secretary of Veterans Affairs.   
The VA currently administers a variety of federal assistance programs on behalf 
of eligible veterans and their dependents and beneficiaries, including the VA   
loan guaranty program. Under the VA loan guaranty program, a VA Loan may be made
to any eligible veteran by an approved private sector mortgage lender. With     
respect to any VA loan guaranteed after March 1, 1988, a borrower generally may 
sell the related property subject to the existing VA loan only with the prior   
approval of the VA. In general, the new borrower must be creditworthy and must  
agree to assume the loan obligation. With respect to a VA loan guaranteed before
March 1, 1988, however, the mortgagor generally has an unrestricted right to    
sell the related mortgaged property subject to the existing VA loan. The        
existing mortgagor is released from liability on the mortgage note only if the  
new homeowner qualifies as an acceptable credit risk and agrees to assume the   
loan obligation. If the existing mortgagor is not released from liability, there
can be no assurance that the mortgage note can be enforced against such         
mortgagor, and to the extent the new homeowner does not execute an agreement to 
assume the mortgage debt, the note cannot be enforced against the new homeowner.
The mortgage loan, however, would remain secured by the related mortgaged       
property and the VA guaranty would remain in effect.                            

Mortgage loans designated in the related prospectus supplement as     
guaranteed by the VA will be partially guaranteed by the VA under the           
Servicemen's Readjustment Act of 1944, as amended. The Servicemen's Readjustment
Act of 1944, as amended, permits a veteran (or in certain instances the spouse  
of a veteran) to obtain a mortgage loan guaranty by the VA covering mortgage    
financing of the purchase of a one-to-four family dwelling unit at interest     
rates permitted by the VA. The program has no mortgage loan limits, requires no 
down payment from the purchaser and permits the guaranty of mortgage loans of up
to 30 years' duration. However, no VA loan will have an original principal      
amount greater than five times the amount of the related guaranty. VA guarantees
payment of a fixed percentage of the loan indebtedness to the holder of that    
loan, up to a maximum dollar amount, in the event of default by the veteran     
borrower.                                                                       

The amount payable under the guaranty will be the percentage (the "VA 
ENTITLEMENT PERCENTAGE") of the VA loan originally guaranteed applied to the    
indebtedness outstanding as of the applicable date of computation specified in  
38 United States Code Section 3703(a), as amended, and in the VA regulations,   
subject to any applicable caps. Currently, the maximum guaranties that may be   
issued by the VA under a VA loan are generally (a) as to loans with an original 
principal balance of $45,000 or less, 50% of such loan, (b) as to loans with an 
original principal balance of greater than $45,000, but not more than $56,250,  
$22,500, (c) as to loans with an original principal balance of more than        
$56,250, except those loans that are described in (d), below, the lesser of     
$36,000 or 40% of the loan, and (d) as to loans with an original principal      
balance of more than $144,000 (for loans made to purchase or construct an       
owner-occupied, single-family home or condominium unit), the lesser of $60,000  
or 25% of the loan. The liability on the guaranty is reduced or increased pro   
rata with any reduction or increase in the amount of indebtedness, but in no    
event will the amount payable on the guaranty exceed the amount of the original 
guaranty. Because some of the VA loans were originated as many as 29 years ago, 
the maximum guaranties applicable to the mortgage loans in the mortgage pool may
differ from those derived from the guidelines set forth above. Upon the         
assignment of the mortgage to the VA, the VA may, at its option and without     
regard to the guarantee, make full payment to a mortgage holder of unsatisfied  
indebtedness on such mortgage.                                                  

The amount payable under the guarantee will be the percentage of the  
VA-insured single family loan originally guaranteed applied to indebtedness     
outstanding as of the applicable date of computation specified in the VA        
regulations. Payments under the guarantee will be equal to the unpaid principal 
amount of the loan, interest accrued on the unpaid balance of the loan to the   
appropriate date of computation and limited expenses of the mortgagee, but in   
each case only to the extent that such amounts have not been recovered through  
liquidation of the mortgaged property. The amount payable under the guarantee   
may in no event exceed the amount of the original guarantee.                    

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  With respect to a defaulted VA-guaranteed single family loan, the Master
Servicer or sub-servicer is, absent exceptional circumstances, authorized to    
announce its intention to foreclose only when the default has continued for     
three months. However, notwithstanding the foregoing, the regulations require   
the Master Servicer or sub-servicer to take immediate action if it determines   
that the property to be foreclosed upon has been abandoned by the debtor or has 
been or may be subject to extraordinary waste or if there exist conditions      
justifying the appointment of a receiver for the property. Generally, a claim   
for the guarantee is submitted after liquidation of the mortgaged property.     

When a delinquency is reported to VA and no realistic alternative to  
foreclosure is developed by the loan holder or through the VA's supplemental    
servicing of the loan, the VA determines, through an economic analysis, whether 
the VA will (a) authorize the holder to convey the property securing the VA loan
to the Secretary of Veterans Affairs following termination or (b) pay the loan  
guaranty amount to the holder. The decision as to disposition of properties     
securing defaulted VA loans is made on a case-by-case basis using the procedures
set forth in applicable statutes, regulations and guidelines. If the property is
conveyed to the VA, then the VA pays the lender the full unpaid principal amount
of the related VA Loan, plus accrued and unpaid interest and certain expenses.  

RHS Loans                                                             

The Rural Housing Service ("RHS") is an agency of the United States   
Department of Agriculture ("USDA"). To support affordable housing and community 
development in rural areas, RHS operates a broad range of programs, including   
the guaranteed rural housing loan program. Under this program, RHS guarantees   
loans made by approved commercial lenders to eligible borrowers to purchase new 
or existing dwellings or new manufactured homes for the borrower's own use as a 
residence.                                                                      

   In order to be eligible for a guaranteed rural housing loan, an applicant
must not already own a home, and must intend to occupy the home purchased with  
the loan on a permanent basis. The applicant must be unable to qualify for      
conventional mortgage credit, but have a credit history which indicates a       
reasonable ability and willingness to meet obligations as they become due. More 
than one late payment or any outstanding judgment within the past 12 months, or 
any bankruptcy, foreclosure, or debts written off in the preceding 36 months, is
considered unacceptable. More than one 30-day late rent payment in the past 3   
years is also considered adverse. Further, the applicant must have an adequate  
and dependably available income which does not exceed the applicable county's   
established moderate income limit. To demonstrate adequate repayment ability,   
applicants must meet underwriting ratios. Income used in these ratios must be   
supported by historical evidence.                                               

The residence to be purchased with the guaranteed loan must be in a   
designated rural area. Rural areas are those communities that have a population 
under 20,000 and that are rural in character. The residence must be a single    
family dwelling that provides decent, safe, and sanitary housing and is modest  
in cost. Manufactured homes must be new and permanently installed. While        
townhouses and some condominiums are acceptable for the program, duplexes are   
not eligible. An acreage may be eligible if the value of the site does not      
exceed 30% of the total value of the property and does not contain any farm     
service buildings or income-producing land.                                     

The program provides for loans for up to 100% of market value or for  
acquisition cost, whichever is less. No down payment is required. Freddie Mac,  
Fannie Mae, GNMA and portfolio lenders may lend up to the appraised value;      
therefore, the loan may include closing costs if the appraised value is         
sufficient. Loans have 30-year terms and fixed rates at market interest rates.  
The interest rate must not exceed the lesser of: (i) the Fannie Mae required net
yield for 90-day commitments on 30-year fixed-rate mortgages plus 60 basis      
points or (ii) the established applicable usury rate in the state where the     
mortgaged property is located. At closing, a guaranteed rural housing fee equal 
to 1.5% of the loan amount is due to RHS. There is no mortgage insurance on     
guaranteed rural housing loans.                                                 

  RHS guarantees loans at 100% of the Loss Amount for the first 35% of the
original loan amount and the remaining 65% of the original loan amount at 85% of
the Loss Amount. The "LOSS AMOUNT" is equal to the sum of the original loan     
amount, accrued interest on that amount through the date of liquidation, and the
costs and fees incurred in connection with origination and servicing of the     
loan, minus the sale                                                            

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proceeds received upon liquidation. The maximum loss payable by RHS cannot      
exceed the lesser of (i) 90% of the original loan amount, and (ii) the sum of   
(a) 100% of the product of the original loan amount and 0.35 and (b) 85% of any 
additional loss up to an amount equal to the product of the original loan amount
and 0.65.                                                                       

    Lenders seeking to participate in the program must request a determination
of eligibility from RHS and execute an RHS Lender Agreement for Participation in
Single Family Loan Programs. Lenders must service loans in accordance with this 
agreement, and must perform services which a reasonable and prudent lender would
perform in servicing its own portfolio of non-guaranteed loans. Servicers must  
report on the status of all guaranteed rural housing borrowers on a quarterly   
basis, and must report delinquent borrowers (those whose accounts are more than 
30 days past due) on a monthly basis. Loss claims may be reduced or denied if   
the lender does not service the loan in a reasonable and prudent manner or is   
negligent in servicing the loan, does not proceed expeditiously with            
liquidation, commits fraud, claims unauthorized items, violates usury laws,     
fails to obtain required security positions, uses loan funds for unauthorized   
purposes, or delays filing the loss claim.                                      

 With the written approval of RHS, a lender may, but is not required to,
allow a transfer of the property to an eligible applicant. The transferee must  
acquire all of the property securing the guaranteed loan balance and assume the 
total remaining debt; transfers without assumption are not authorized. In       
addition, the original debtors will remain liable for the debt.                 

   If a borrower fails to perform under any covenant of the mortgage or deed
of trust and the failure continues for 30 days, default occurs. The lender must 
negotiate in good faith in an attempt to resolve any problem. If a payment is   
not received by the 20th day after it is due, the lender must make a reasonable 
attempt to contact the borrower. Before the loan becomes 60 days delinquent, the
lender must make a reasonable attempt to hold an interview with the borrower in 
order to resolve the delinquent account. If the lender is unable to contact the 
borrower, the lender must determine whether the property has been abandoned and 
the value of the security is in jeopardy before the account becomes two payments
delinquent.                                                                     

 When the loan becomes three payments delinquent, the lender must make a
decision regarding liquidation. If the lender decides that liquidation is       
necessary, the lender must notify RHS. The lender may proceed with liquidation  
of the account unless there are extenuating circumstances.                      

  Foreclosure must be initiated within 90 days of the date when the lender
decides to liquidate the account. RHS encourages lenders and delinquent         
borrowers to explore acceptable alternatives to foreclosure. When an account is 
90 days delinquent and a method other than foreclosure is recommended to resolve
delinquency, the lender must submit a servicing plan to RHS. RHS may reject a   
plan that does not protect its interests with respect to such loan.             

   If the lender acquires the related mortgaged property, it will be treated
as a real estate owned property. If the real estate owned property is sold      
within six months after liquidation, the loss claim will be based on the sale   
price, subject to the sale being at market value. If the property cannot be sold
within six months, a liquidation value appraisal is obtained by RHS and the     
lender's loss claim is processed based on the appraised value.                  

FHA INSURANCE ON MULTIFAMILY LOANS                                              

There are two primary FHA insurance programs that are available for   
multifamily loans. Sections 221(d)(3) and (d)(4) of the Housing Act allow HUD to
insure mortgage loans that are secured by newly constructed and substantially   
rehabilitated multifamily rental projects. Section 244 of the Housing Act       
provides for co-insurance of such mortgage loans made under Sections 221(d)(3)  
and (d)(4) by HUD/FHA and a HUD-approved co-insurer. Generally the term of such 
a mortgage loan may be up to 40 years and the ratio of loan amount to property  
replacement cost can be up to 90%.                                              

    Section 223(f) of the Housing Act allows HUD to insure mortgage loans made
for the purchase or refinancing of existing apartment projects which are at     
least three years old. Section 244 also provides                                

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for co-insurance of mortgage loans made under Section 223(f). Under Section     
223(f), the loan proceeds cannot be used for substantial rehabilitation work,   
but repairs may be made for up to, in general, a dollar amount per apartment    
unit established from time to time by HUD or, at the discretion of the Secretary
of HUD, 25% of the value of the property. In general the loan term may not      
exceed 35 years and a Loan-to-Value Ratio of no more than 85% is required for   
the purchase of a project and 70% for the refinancing of a project.             

FHA insurance is generally payable in cash or, at the option of the   
mortgagee, in debentures. Such insurance does not cover 100% of the mortgage    
loan but is instead subject to certain deductions and certain losses of interest
from the date of the default.                                                   

RESERVE AND OTHER ACCOUNTS                                                      

If the related prospectus supplement so specifies, we or the Master   
Servicer will deposit cash, U.S. Treasury or comparable securities, instruments 
evidencing ownership of principal or interest payments thereon, demand notes,   
certificates of deposit or a combination of such instruments in the aggregate   
amount and on the date specified in the related prospectus supplement with the  
trustee or in one or more reserve accounts established with the trustee. Such   
cash and the principal and interest payments on such other instruments will be  
used to pay, or to enhance the likelihood of timely payment of, principal of,   
and interest on, or, if so specified in the related prospectus supplement, to   
provide additional protection against losses on the assets of the related trust 
fund, to pay the expenses of the related trust fund or for other purposes       
specified in the related prospectus supplement. Any cash in the reserve account 
and the proceeds of any other instrument upon maturity will be invested, to the 
extent acceptable to the applicable rating agency, in obligations of the United 
States and certain agencies of the United States, certificates of deposit,      
certain commercial paper, time deposits and bankers acceptances sold by eligible
commercial banks, certain repurchase agreements of United States government     
securities with eligible commercial banks and other instruments acceptable to   
the applicable rating agency ("PERMITTED INVESTMENTS"). Instruments held by the 
trustee and/or deposited in the reserve account generally will name the trustee,
in its capacity as trustee for the holders of the securities, as beneficiary. An
entity acceptable to the applicable rating agency will issue such instruments.  
The related prospectus supplement will provide additional information with      
respect to such instruments.                                                    

   Any amounts so deposited and payments on instruments so deposited will be
available for distribution to the holders of securities for the purposes, in the
manner and at the times specified in the related prospectus supplement.         

OTHER INSURANCE, GUARANTEES AND SIMILAR INSTRUMENTS OR AGREEMENTS               

If the related prospectus supplement so specifies, a trust fund may   
include, in lieu of or in addition to some or all of the foregoing, letters of  
credit, financial guaranty insurance policies, third party guarantees, U.S.     
Government Securities and other arrangements for providing timely payments or   
providing additional protection against losses on such trust fund's assets,     
paying administrative expenses, or accomplishing such other purpose as may be   
described in the related prospectus supplement. The trust fund may include a    
guaranteed investment contract or reinvestment agreement pursuant to which funds
held in one or more accounts will be invested at a specified rate. If any class 
of securities has a floating interest rate, or if any of the mortgage assets has
a floating interest rate, the trust fund may include an interest rate swap      
contract, an interest rate cap, collar or floor agreement or similar contract to
provide limited protection against interest rate risks.                         

CROSS SUPPORT                                                                   

Separate classes of a series of securities may evidence the beneficial
ownership of separate groups of assets included in a trust fund. In such case, a
cross-support feature may provide credit support. A cross-support feature       
requires that distributions be made with respect to securities evidencing a     
beneficial ownership interest in or secured by other asset groups within the    
same trust fund. The related prospectus supplement will describe the manner and 
conditions for applying any cross-support feature.                              

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     If the related prospectus supplement so specifies, the coverage provided by
one or more forms of credit support may apply concurrently to two or more       
separate trust funds. If applicable, the related prospectus supplement will     
identify the trust fund to which such credit support relates and the manner of  
determining the amount of the coverage provided thereby and of the application  
of such coverage to the identified trust fund.                                  

 YIELD AND PREPAYMENT CONSIDERATIONS

The amount and timing of principal payments on or in respect of the   
mortgage assets included in the related trust funds, the allocation of Available
Funds to various classes of securities, the interest rate for various classes of
securities and the purchase price paid for the securities will affect the yields
to maturity of the securities.                                                  

  The original terms to maturity of the mortgage loans in a given mortgage
pool will vary depending upon the type of mortgage loans included in such       
mortgage pool. Each prospectus supplement will contain information with respect 
to the type and maturities of the mortgage loans in the related mortgage pool.  
Unless specified in the related prospectus supplement, borrowers may prepay     
their single family loans, cooperative loans, manufactured housing contracts and
revolving credit line mortgage loans without penalty in full or in part at any  
time. Multifamily loans may prohibit prepayment for a specified period after    
origination, may prohibit partial prepayments entirely, and may require the     
payment of a prepayment penalty upon prepayment in full or in part.             

Conventional single family loans, cooperative loans and manufactured  
housing contracts generally will contain due-on-sale provisions permitting the  
mortgagee or holder of the manufactured housing contract to accelerate the      
maturity of the mortgage loan or manufactured housing contract upon sale or     
certain transfers by the mortgagor or obligor of the underlying mortgaged       
property. Conventional multifamily loans may contain due-on-sale provisions,    
due-on-encumbrance provisions, or both. Mortgage loans insured by the FHA, and  
single family loans and manufactured housing contracts partially guaranteed by  
the VA or RHS, are assumable with the consent of the FHA and the VA or RHS,     
respectively. Thus, the rate of prepayments on such mortgage loans may be lower 
than that of conventional mortgage loans bearing comparable interest rates. The 
Master Servicer will enforce any due-on-sale or due-on-encumbrance clause, to   
the extent it has knowledge of the conveyance or further encumbrance or the     
proposed conveyance or proposed further encumbrance of the mortgaged property   
and reasonably believes that it is entitled to do so under applicable law;      
provided, however, that the Master Servicer will not take any enforcement action
that would impair or threaten to impair any recovery under any related insurance
policy.                                                                         

     When a full prepayment is made on a single family loan or cooperative loan,
the mortgagor is charged interest on the principal amount of the mortgage loan  
so prepaid only for the number of days in the month actually elapsed up to the  
date of the prepayment rather than for a full month. Similarly, upon liquidation
of a mortgage loan, interest accrues on the principal amount of the mortgage    
loan only for the number of days in the month actually elapsed up to the date of
liquidation rather than for a full month. Consequently, prepayments in full and 
liquidations generally reduce the amount of interest passed through in the      
following month to holders of securities. In connection with certain series, the
Master Servicer or a lender will be required to use some or all of its servicing
compensation to pay compensating interest to cover such shortfalls. Interest    
shortfalls also could result from the application of the Servicemembers Civil   
Relief Act as described under "Legal Aspects of the Mortgage                    
Loans--Servicemembers Civil Relief Act and the California Military and Veterans 
Code." Partial prepayments in a given month may be applied to the outstanding   
principal balances of the mortgage loans so prepaid on the first day of the     
month of receipt or the month following receipt. In the latter case, partial    
prepayments will not reduce the amount of interest passed through in such month.
Prepayment penalties collected with respect to multifamily loans will be        
distributed to the holders of securities, or to other persons entitled to such  
funds, as described in the related prospectus supplement.                       

 The rate of prepayments with respect to conventional mortgage loans has
fluctuated significantly in recent years. In general, if prevailing rates fall  
significantly below the specified interest rates borne by the                   

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mortgage loans, such mortgage loans are likely to be subject to higher          
prepayment rates than if prevailing interest rates remain at or above the       
interest rates specified on the mortgage loans. Conversely, if prevailing       
interest rates rise appreciably above the specified rates borne by the mortgage 
loans, such mortgage loans are likely to experience a lower prepayment rate than
if prevailing rates remain at or below the interest rates specified on the      
mortgage loans. However, we cannot assure you that such will be the case.       

A variety of economic, geographical, social, tax, legal and additional
factors influence prepayments. Changes in a mortgagor's housing needs, job      
transfers, unemployment, a borrower's net equity in the mortgaged properties,   
the enforcement of due-on-sale clauses and other servicing decisions may affect 
the rate of prepayment on single family loans, cooperative loans, manufactured  
housing contracts and revolving credit line mortgage loans The rate of principal
repayment on adjustable rate mortgage loans, bi-weekly mortgage loans, graduated
payment mortgage loans, growing equity mortgage loans, reverse mortgage loans,  
buy-down mortgage loans and mortgage loans with other characteristics may differ
from that of fixed rate, monthly pay, fully amortizing mortgage loans. The rate 
of prepayment on multifamily loans may be affected by other factors, including  
mortgage loan terms (e.g., the existence of lockout periods, due-on-sale and    
due-on-encumbrance clauses and prepayment penalties), relative economic         
conditions in the area where the mortgaged properties are located, the quality  
of management of the mortgaged properties and the relative tax benefits         
associated with the ownership of income-producing real property.                

   The timing of payments on the mortgage assets may significantly affect an
investor's yield. In general, the earlier a prepayment of principal on the      
mortgage assets, the greater will be the effect on an investor's yield to       
maturity. As a result, the effect on an investor's yield of Principal           
Prepayments occurring at a rate higher (or lower) than the rate the investor    
anticipated during the period immediately following the issuance of the         
securities will not be offset by a subsequent like reduction (or increase) in   
the rate of Principal Prepayments.                                              

 The effective yield to securityholders generally will be slightly lower
than the yield otherwise produced by the applicable interest rate and purchase  
price, because while interest generally will accrue on each mortgage loan from  
the first day of the month, the distribution of such interest will not be made  
earlier than a specified date in the month following the month of accrual.      

In the case of any securities purchased at a discount, a slower than  
anticipated rate of principal payments could result in an actual yield that is  
lower than the anticipated yield. In the case of any securities purchased at a  
premium, a faster than anticipated rate of principal payments could result in an
actual yield that is lower than the anticipated yield. A discount or premium    
would be determined in relation to the price at which a security will yield its 
interest rate, after giving effect to any payment delay.                        

Factors other than those this prospectus and the related prospectus   
supplement identify could significantly affect Principal Prepayments at any time
and over the lives of the securities. The relative contribution of the various  
factors affecting prepayment may also vary from time to time. There can be no   
assurance as to the rate of payment of principal of the mortgage assets at any  
time or over the lives of the securities.                                       

   The prospectus supplement relating to a series of securities will discuss
in greater detail the effect of the rate and timing of principal payments       
(including prepayments) on the yield, weighted average lives and maturities of  
such securities (including, but not limited to, any exchangeable securities in  
such series).                                                                   

ADMINISTRATION

   Set forth below is a summary of the material provisions of each Agreement
that is not described elsewhere in this prospectus.                             

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ASSIGNMENT OF MORTGAGE ASSETS                                                   

Assignment of the Mortgage Loans. At the time the trust fund issues   
certificates or notes of a series, we will cause the mortgage loans comprising  
the trust fund to be sold and assigned to the trustee. We will not assign or    
otherwise distribute to the trustee any Retained Interest specified in the      
related prospectus supplement. If notes are issued in a series, such assets will
be pledged to the trustee pursuant to the terms of the indenture. Each mortgage 
loan will be identified in a schedule appearing as an exhibit to the related    
Agreement. Such schedule will include information as to the outstanding         
principal balance of each mortgage loan after application of payments due on the
cut-off date, as well as information regarding the specified interest rate or   
accrual percentage rate, the current scheduled monthly payment of principal and 
interest, the maturity of the mortgage loan, the Loan-to-Value Ratio at         
origination and certain other information specified in the related Agreement.   

    We generally will deliver or cause to be delivered to the trustee (or to a
custodian for the trustee) or any other party identified in the related         
prospectus supplement as to each mortgage loan, among other things,             

 o   the mortgage note or manufactured housing contract endorsed without
recourse in blank or to the order of the trustee,             

    o   in the case of single family loans or multifamily loans, the mortgage,
     deed of trust or similar instrument (a "MORTGAGE") with evidence of
       recording indicated on the Mortgage (except for any not returned from
        the public recording office, in which case we will deliver or cause to
       be delivered a copy of such Mortgage together with a certificate that
the original of such Mortgage was or will be delivered to such
recording office),                                            

   o   an assignment of the Mortgage or manufactured housing contract to the
       trustee, which assignment will be in recordable form in the case of a
Mortgage assignment, and                                      

    o   such other security documents as the related prospectus supplement may
specify.                                                      

    We or the Master Servicer generally will promptly cause the assignments of
the related mortgage loans to be recorded in the appropriate public office for  
real property records, except, in our discretion, (a) in states in which, in the
opinion of counsel acceptable to the trustee, such recording is not required to 
protect the trustee's interest in such loans against the claim of any subsequent
transferee or any successor to or creditor of ours or the originator of such    
loans, (b) in states acceptable to the rating agencies rating the related       
securities or (c) in such recording systems as may be acceptable to applicable  
states and the rating agencies. In the case of manufactured housing contracts,  
the Master Servicer or we generally will promptly make or cause to be made an   
appropriate filing of a UCC-1 financing statement in the appropriate states to  
give notice of the trustee's ownership of the manufactured housing contracts.   

    Notwithstanding the preceding two paragraphs, with respect to any mortgage
loan that has been recorded in the name of Mortgage Electronic Registration     
Systems, Inc. ("MERS") or its designee, no mortgage assignment in favor of the  
trustee (or custodian) will be required to be prepared or delivered. Instead,   
the Master Servicer will be required to take all actions as are necessary to    
cause the applicable trust fund to be shown as the owner of the related mortgage
loan on the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS.                           

     With respect to any mortgage loans that are cooperative loans, we generally
will cause to be delivered to the trustee (or its custodian):                   

o   the related original cooperative note endorsed without recourse in
blank or to the order of the trustee,                         

o   the original security agreement,                                  

o   the proprietary lease or occupancy agreement,                     

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o   the recognition agreement,                                        

o   an executed financing agreement and                               

o   the relevant stock certificate and related blank stock powers.    

 We will cause to be filed in the appropriate office an assignment and a
financing statement evidencing the trustee's security interest in each          
cooperative loan.                                                               

   A prospectus supplement may provide for deliveries of different documents
with respect to mortgage loans or cooperative loans. Documents with respect to  
revolving credit line mortgage loans will be delivered to the trustee (or       
custodian) only to the extent specified in the related prospectus supplement.   
Certain of those documents may be retained by the Master Servicer, which may    
also be an originator of some or all of the revolving credit line mortgage      
loans.                                                                          

     The trustee (or its custodian) or any other party identified in the related
prospectus supplement will review certain of the mortgage loan documents        
delivered to them within the time period specified in the related prospectus    
supplement or the related Agreement, and will hold all documents delivered to   
them for the benefit of the securityholders. In general, if any such document is
found to be missing or defective in any material respect, the trustee (or such  
custodian) or any other party identified in the related prospectus supplement   
will be required to notify the Master Servicer and us or in certain             
circumstances the related lender, or the Master Servicer will notify the related
lender. If the responsible party identified in the related prospectus supplement
cannot cure the omission or defect within 60 days (or other period specified)   
after receipt of such notice, the responsible party generally will be obligated 
to purchase the related mortgage loan from the trust at price equal to its      
unpaid principal balance as of the date of the repurchase plus accrued and      
unpaid interest to the first day of the month following the month of repurchase 
at the rate specified on the mortgage loan (less any amount payable as related  
servicing compensation if the responsible party is the Master Servicer) or such 
other price as may be described in the related prospectus supplement. We cannot 
assure you that a responsible party will fulfill this purchase obligation.      
Neither we nor the Master Servicer will be obligated to purchase such mortgage  
loan if the responsible party defaults on its purchase obligation unless the    
defect also constitutes a breach of our or the Master Servicer's representations
or warranties, as the case may be. This purchase obligation generally will      
constitute the sole remedy available to the securityholders or the trustee for  
omission of, or a material defect in, a constituent document. The related       
prospectus supplement may provide for certain rights of substitution for        
defective mortgage loans with respect to a series.                              

The trustee will be authorized to appoint a custodian pursuant to a   
custodial agreement to maintain possession of and, if applicable, to review the 
documents relating to the mortgage loans as agent of the trustee. Alternately,  
the trustee or any other party identified in the related prospectus supplement  
may also serve in the capacity of custodian pursuant to the applicable          
Agreement.                                                                      

Assignment of Agency Securities. We will cause agency securities to be
registered in the name of the trustee or its nominee. Each agency security will 
be identified in a schedule appearing as an exhibit to the Agreement, which will
specify as to each agency security the original principal amount and outstanding
principal balance as of the cut-off date, the annual pass-through rate (if any) 
and the maturity date.                                                          

 Assignment of Private Mortgage-Backed Securities. We will cause private
mortgage-backed securities to be registered in the name of the trustee on behalf
of the trust fund. The trustee (or the custodian) or any other party identified 
in the related prospectus supplement will have possession of any certificated   
private mortgage-backed securities. Each private mortgage-backed security will  
be identified in a schedule appearing as an exhibit to the related Agreement,   
which may specify the original principal amount, outstanding principal balance  
as of the cut-off date, annual pass-through rate or interest rate and maturity  
date or expected final distribution date for each private mortgage-backed       
security conveyed to the trust.                                                 

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PAYMENTS ON MORTGAGE LOANS; DEPOSITS TO ACCOUNTS                                

  In general, each Master Servicer and sub-servicer servicing the mortgage
loans will establish and maintain for one or more series of securities a        
separate account or accounts for the collection of payments on the related      
mortgage loans (the "PROTECTED ACCOUNT"), which must be one of the following:   

    o   maintained with a depository institution the debt obligations of which
   (or in the case of a depository institution that is the principal
  subsidiary of a holding company, the obligations of such holding
        company) are rated in one of the two highest rating categories by each
rating agency rating the series of securities,                

   o   an account or accounts the deposits in which are fully insured by the
Federal Deposit Insurance Corporation,                        

     o   an account or accounts the deposits in which are insured by the Federal
         Deposit Insurance Corporation (to the limits established by the Federal
         Deposit Insurance Corporation), and the uninsured deposits in which are
    invested in Permitted Investments held in the name of the trustee,

   o   an account or accounts otherwise acceptable to each rating agency, or

 o   an account that satisfies the requirements specified in the related
Agreement.                                                    

   If specified in the related prospectus supplement, the Master Servicer or
sub-servicer, as the case may be, may maintain a Protected Account as an        
interest bearing account, and may be permitted to invest the funds held in a    
Protected Account, pending each succeeding distribution date, in Permitted      
Investments. The related Master Servicer or sub-servicer or its designee or     
another person specified in the prospectus supplement will be entitled to       
receive any such interest or other income earned on funds in the Protected      
Account as additional compensation and will be obligated to deposit or deliver  
for deposit in the Protected Account the amount of any loss immediately as      
realized. The Protected Account may be maintained with the Master Servicer or   
sub-servicer or with a depository institution that is an affiliate of the Master
Servicer or sub-servicer, provided it meets the standards discussed above.      

     Each Master Servicer and sub-servicer generally will deposit or cause to be
deposited in the Protected Account for each trust fund on a daily basis the     
following payments and collections received or advances made by or on behalf of 
it (other than payments representing Retained Interest):                        

   o   all payments on account of principal, including Principal Prepayments
        and, if the related prospectus supplement so specifies, any prepayment
penalty, on the mortgage loans;                               

o   all payments on account of interest on the mortgage loans, net of 
applicable servicing compensation;                            

     o   all proceeds (net of unreimbursed payments of property taxes, insurance
         premiums and similar items incurred, and unreimbursed advances made, by
   the related Master Servicer or sub-servicer, if any) of the title
   insurance policies, the hazard insurance policies and any primary
        insurance policies, to the extent such proceeds are not applied to the
        restoration of the property or released to the mortgagor in accordance
       with the Master Servicer's normal servicing procedures (collectively,
       "INSURANCE PROCEEDS") and all other cash amounts (net of unreimbursed
 expenses incurred in connection with liquidation or foreclosure
         ("LIQUIDATION EXPENSES") and unreimbursed advances made, by the related
   Master Servicer or sub-servicer, if any) received and retained in
 connection with the liquidation of defaulted mortgage loans, by
      foreclosure or otherwise ("LIQUIDATION PROCEEDS"), together with any
         net proceeds received with respect to any properties acquired on behalf
       of the securityholders by foreclosure or deed in lieu of foreclosure;

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    o   all proceeds of any mortgage loan or mortgaged property repurchased by
      us, the Master Servicer or any other party identified in the related
prospectus supplement;                                        

 o   all payments required to be deposited in the Protected Account with
  respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance" below;                   

   o   any amount the Master Servicer or sub-servicer is required to deposit
      in connection with losses realized on investments for the benefit of
        the Master Servicer or sub-servicer of funds held in any Accounts; and

 o   all other amounts required to be deposited in the Protected Account
pursuant to the Agreement.                                    

If acceptable to each rating agency rating the series of securities, a
Protected Account maintained by a Master Servicer or sub-servicer may commingle 
funds from the mortgage loans deposited in the trust fund with similar funds    
relating to other mortgage loans which are serviced or owned by the Master      
Servicer or sub-servicer. The Agreement may require that certain payments       
related to the mortgage assets be transferred from a Protected Account          
maintained by a Master Servicer or sub-servicer into another account maintained 
under conditions acceptable to each rating agency.                              

     The trustee will be required to establish in its name as trustee for one or
more series of securities a trust account or another account acceptable to each 
rating agency (the "SECURITIES ACCOUNT"). The Securities Account may be         
maintained as an interest bearing account or the funds held in the Securities   
Account may be invested, pending each succeeding distribution date in Permitted 
Investments. If there is more than one Master Servicer for the rated series of  
securities, there may be a separate Securities Account or a separate subaccount 
in a single Securities Account for funds received from each Master Servicer. The
related Master Servicer or its designee or another person specified in the      
related prospectus supplement may be entitled to receive any interest or other  
income earned on funds in the Securities Account or subaccount of the Securities
Account as additional compensation and, if so entitled, will be obligated to    
deposit or deliver for deposit in the Securities Account or subaccount the      
amount of any loss immediately as realized. The trustee will be required to     
deposit into the Securities Account on the business day received all funds      
received from the Master Servicer for deposit into the Securities Account and   
any other amounts required to be deposited into the Securities Account pursuant 
to the Agreement. In addition to other purposes specified in the Agreement, the 
trustee will be required to make withdrawals from the Securities Account to make
distributions to securityholders. If the series includes one trust fund which   
contains a beneficial ownership interest in another trust fund, funds from the  
trust assets may be withdrawn from the Securities Account included in the latter
trust fund and deposited into another Securities Account included in the former 
trust fund before transmittal to securityholders with a beneficial ownership    
interest in the former trust fund. If the related prospectus supplement so      
specifies, the Protected Account and the Securities Account may be combined into
a single Securities Account. With respect to a series backed by agency          
securities and/or private mortgage-backed securities, it is likely there would  
be only one Securities Account.                                                 

SUB-SERVICING                                                                   

   Each lender with respect to a mortgage loan or any other servicing entity
may act as the Master Servicer or the sub-servicer for such mortgage loan       
pursuant to a sub-servicing agreement. While in general each sub-servicing      
agreement will be a contract solely between the Master Servicer and the         
sub-servicer, the Agreement pursuant to which a series of securities is issued  
will generally provide that, if for any reason the Master Servicer for such     
series of securities is no longer the Master Servicer of the related mortgage   
loans, the trustee or any successor Master Servicer must recognize the          
sub-servicer's rights and obligations under such sub-servicing agreement.       

   With the approval of the Master Servicer, a sub-servicer may delegate its
servicing obligations to third-party servicers. Such sub-servicer will remain   
obligated, or will be released from its obligations, under the related          
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sub-servicer will perform the customary functions of a servicer of mortgage     
loans. Such functions generally include:                                        

o   collecting payments from mortgagors or obligors and remitting such
collections to the Master Servicer;                           

  o   maintaining hazard insurance policies and filing and settling claims
   under such policies, subject in certain cases to the right of the
Master Servicer to approve in advance any such settlement;    

  o   maintaining escrow or impound accounts of mortgagors or obligors for
         payment of taxes, insurance and other items the mortgagor or obligor is
required to pay pursuant to the related mortgage loan;        

   o   processing assumptions or substitutions, although the Master Servicer
     is generally required to exercise due-on-sale clauses to the extent
  such exercise is permitted by law and would not adversely affect
insurance coverage;                                           

o   attempting to cure delinquencies;                                 

    o   supervising foreclosures; inspecting and managing mortgaged properties
under certain circumstances;                                  

o   maintaining accounting records relating to the mortgage loans; and

o   to the extent specified in the related prospectus supplement,     
         maintaining additional insurance policies or credit support instruments
and filing and settling claims under those policies.          

A sub-servicer may also be obligated to make advances in respect of delinquent  
installments of principal and interest on mortgage loans and in respect of      
certain taxes and insurance premiums that mortgagors or obligors have not paid  
on a timely basis.                                                              

As compensation for its servicing duties, each sub-servicer will be   
entitled to a monthly servicing fee. Each sub-servicer will generally be        
entitled to collect and retain, as part of its servicing compensation, any late 
charges or assumption fees provided in the mortgage note or related instruments.
The Master Servicer may be required to reimburse each sub-servicer for certain  
expenditures the sub-servicer makes, to the same extent the Master Servicer     
would be reimbursed under the Agreement. The Master Servicer may be permitted to
purchase the servicing of mortgage loans if the sub-servicer elects to release  
the servicing of such mortgage loans to the Master Servicer.                    

     Each sub-servicer may be required to agree to indemnify the Master Servicer
for any liability or obligation the Master Servicer sustained in connection with
any act or failure to act by the sub-servicer in its servicing capacity. Each   
sub-servicer will be required to maintain a fidelity bond and an errors and     
omissions policy with respect to its officers, employees and other persons      
acting on its behalf or on behalf of the Master Servicer.                       

    Each sub-servicer will service each mortgage loan pursuant to the terms of
the sub-servicing agreement for the entire term of such mortgage loan, unless   
the Master Servicer earlier terminates the sub-servicing agreement or unless    
servicing is released to the Master Servicer. Upon written notice to the        
sub-servicer, the Master Servicer generally may terminate a sub-servicing       
agreement without cause.                                                        

    The Master Servicer may agree with a sub-servicer to amend a sub-servicing
agreement. Upon termination of the sub-servicing agreement, the Master Servicer 
may act as servicer of the related mortgage loans or enter into new             
sub-servicing agreements with other sub-servicers. If the Master Servicer acts  
as servicer, it will not assume liability for the representations and warranties
of the sub-servicer which it replaces. Each sub-servicer must be a lender or    
meet the standards for becoming a lender or have such servicing experience as to
be otherwise satisfactory to the Master Servicer and us. The Master Servicer    
will make reasonable efforts to have the new sub-servicer assume liability for  
the                                                                             

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representations and warranties of the terminated sub-servicer. We cannot assure 
you that such an assumption will occur. In the event of such an assumption, the 
Master Servicer may in the exercise of its business judgment, release the       
terminated sub-servicer from liability in respect of such representations and   
warranties. Any amendments to a sub-servicing agreement or new sub-servicing    
agreement may contain provisions different from those that are in effect in the 
original sub-servicing agreement. However, any such amendment or new agreement  
may not be inconsistent with or violate such Agreement.                         

COLLECTION PROCEDURES                                                           

  The Master Servicer, directly or through one or more sub-servicers, will
make reasonable efforts to collect all payments called for under the mortgage   
loans. The Master Servicer will, consistent with each Agreement and any mortgage
pool insurance policy, primary insurance policy, FHA insurance, VA guaranty, RHS
guaranty, special hazard insurance policy, bankruptcy bond or alternative       
arrangements, follow such collection procedures as are customary with respect to
mortgage loans that are comparable to the mortgage loans the Master Servicer is 
collecting payments on.                                                         

 In any case in which the mortgagor or obligor has or is about to convey
property securing a conventional mortgage loan, the Master Servicer generally   
will, to the extent it has knowledge of such conveyance or proposed conveyance, 
exercise or cause to be exercised its rights to accelerate the maturity of such 
mortgage loan under any applicable due-on-sale clause. The Master Servicer will 
exercise such acceleration rights only if applicable law permits the exercise of
such rights and only if such exercise will not impair or threaten to impair any 
recovery under any related primary insurance policy. If these conditions are not
met or if such mortgage loan is insured by the FHA or partially guaranteed by   
the VA or RHS, the Master Servicer will enter into or cause to be entered into  
an assumption and modification agreement with the person to whom such property  
has been or is about to be conveyed. Under such an agreement, the person to whom
the property has been or will be conveyed becomes liable for repayment of the   
mortgage loan. To the extent applicable law permits, the mortgagor will remain  
liable on the mortgage loan. The Master Servicer will not enter into such an    
assignment and assumption agreement if it would jeopardize the trust fund's tax 
status. Any fee collected by or on behalf of the Master Servicer for entering   
into an assumption agreement will be retained by or on behalf of the Master     
Servicer as additional servicing compensation. In the case of multifamily loans,
the Master Servicer generally will agree to exercise any right it may have to   
accelerate the maturity of a multifamily loan to the extent it has knowledge of 
any further encumbrance of the related mortgaged property effected in violation 
of any due-on-encumbrance clause applicable to the loan. In connection with any 
such assumption, the terms of the related mortgage loan may not be changed.     

     With respect to cooperative loans, any prospective purchaser will generally
have to obtain the approval of the board of directors of the relevant           
cooperative before purchasing the shares and acquiring rights under the related 
proprietary lease or occupancy agreement. This approval is usually based on the 
purchaser's income and net worth and numerous other factors. The necessity of   
acquiring such approval could limit the number of potential purchasers for those
shares and otherwise limit the trust fund's ability to sell and realize the     
value of those shares.                                                          

   In general, a "tenant-stockholder" (as defined in Code Section 216(b)(2))
of a corporation that qualifies as a "cooperative housing corporation" within   
the meaning of Code Section 216(b)(1) is allowed a deduction for amounts paid or
accrued within his taxable year to the corporation representing his             
proportionate share of certain interest expenses and certain real estate taxes  
allowable as a deduction under Code Section 216(a) to the corporation under Code
Sections 163 and 164. In order for a corporation to qualify under Code Section  
216(b)(1) for its taxable year in which such items are allowable as a deduction 
to the corporation, such Section requires, among other things, that at least 80%
of the gross income of the corporation be derived from its tenant-stockholders  
(as defined in Code Section 216(b)(2)). By virtue of this requirement, the      
status of a corporation for purposes of Code Section 216(b)(1) must be          
determined on a year-to-year basis. Consequently, we cannot assure you that     
cooperatives relating to the cooperative loans will qualify under such Section  
for any particular year. If such a cooperative fails to qualify for one or more 
years, the value of the collateral securing any related                         

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cooperative loans could be significantly impaired because no deduction would be 
allowable to tenant-stockholders under Code Section 216(a) with respect to those
years. In view of the significance of the tax benefits accorded                 
tenant-stockholders of a corporation that qualifies under Code Section          
216(b)(1), the likelihood that such a failure would be permitted to continue    
over a period of years appears remote.                                          

HAZARD INSURANCE                                                                

  The Master Servicer will require the mortgagor or obligor on each single
family loan, multifamily loan, manufactured housing contract or revolving credit
line mortgage loan to maintain a hazard insurance policy. Such hazard insurance 
policy is generally required to provide for no less than the coverage of the    
standard form of fire insurance policy with extended coverage customary for the 
type of mortgaged property in the state in which such mortgaged property is     
located. Such coverage will generally be in an amount not less than the         
replacement value of the improvements or manufactured home securing such        
mortgage loan or the principal balance owing on such mortgage loan, whichever is
less. All amounts that the Master Servicer collects under any hazard policy     
(except for amounts to be applied to the restoration or repair of the mortgaged 
property or released to the mortgagor or obligor in accordance with the Master  
Servicer's normal servicing procedures) will be deposited in the related        
Protected Account. If the Master Servicer maintains a blanket policy insuring   
against hazard losses on all the mortgage loans comprising part of a trust fund,
it will conclusively be deemed to have satisfied its obligation relating to the 
maintenance of hazard insurance. Such blanket policy may contain a deductible   
clause, in which case the Master Servicer will be required to deposit from its  
own funds into the related Protected Account the amounts that would have been   
deposited in such Protected Account but for such clause. The related prospectus 
supplement will specify any additional insurance coverage for mortgaged         
properties in a mortgage pool of multifamily loans.                             

   In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements or manufactured home      
securing a mortgage loan by fire, lightning, explosion, smoke, windstorm and    
hail, riot, strike and civil commotion, subject to the conditions and exclusions
particularized in each policy. Respective state laws dictate the basic terms of 
such policies. Most such policies typically do not cover any physical damage    
resulting from the following: war, revolution, governmental actions, floods and 
other water-related causes, earth movement (including earthquakes, landslides   
and mud flows), nuclear reactions, wet or dry rot, vermin, rodents, insects or  
domestic animals, theft and, in certain cases, vandalism. The foregoing list is 
merely indicative of certain kinds of uninsured risks and is not intended to be 
all-inclusive. If the mortgaged property securing a mortgage loan is located in 
a federally designated special flood area at the time of origination, the Master
Servicer will require the mortgagor or obligor to obtain and maintain flood     
insurance.                                                                      

    The hazard insurance policies typically contain a co-insurance clause that
requires the insured at all times to carry insurance of a specified percentage  
(generally 80% to 90%) of the full replacement value of the insured property to 
recover the full amount of any partial loss. If the insured's coverage falls    
below this specified percentage, then the insurer's liability in the event of   
partial loss will not exceed the larger of (1) the actual cash value (generally 
defined as replacement cost at the time and place of loss, less physical        
depreciation) of the improvements damaged or destroyed or (2) such proportion of
the loss, without deduction for depreciation, as the amount of insurance carried
bears to the specified percentage of the full replacement cost of such          
improvements. Since the amount of hazard insurance that the Master Servicer may 
cause to be maintained on the improvements securing the mortgage loans declines 
as the principal balances owing on the mortgage loans decrease, and since       
improved real estate generally has appreciated in value over time in the past,  
the effect of this requirement in the event of partial loss may be that hazard  
Insurance Proceeds will be insufficient to restore fully the damaged property.  
If the related prospectus supplement so specifies, a special hazard insurance   
policy or an alternative form of credit enhancement will be obtained to insure  
against certain of the uninsured risks described above.                         

The Master Servicer will not require that a standard hazard or flood  
insurance policy be maintained on the cooperative dwelling relating to any      
cooperative loan. Generally, the cooperative itself is responsible for          
maintenance of hazard insurance for the property owned by the cooperative and   
the                                                                             

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tenant-stockholders of that cooperative do not maintain individual hazard       
insurance policies. To the extent, however, that a cooperative and the related  
borrower on a cooperative loan do not maintain such insurance or do not maintain
adequate coverage or any Insurance Proceeds are not applied to the restoration  
of damaged property, any damage to such borrower's cooperative dwelling or such 
cooperative's building could significantly reduce the value of the collateral   
securing such cooperative loan to the extent not covered by other credit        
support.                                                                        

REALIZATION UPON DEFAULTED MORTGAGE LOANS                                       

     Primary Insurance Policies. The Master Servicer will maintain or cause each
sub-servicer to maintain, as the case may be, in full force and effect, to the  
extent specified in the related prospectus supplement, a primary insurance      
policy with regard to each single family loan that requires such coverage. The  
Master Servicer will not cancel or refuse to renew any such primary insurance   
policy in effect at the time of the initial issuance of a series of securities  
that is required to be kept in force under the applicable Agreement unless the  
replacement primary insurance policy is sufficient to maintain the current      
rating of the classes of securities of such series that have been rated.        

The amount of a claim for benefits under a primary insurance policy   
covering a mortgage loan generally will consist of the insured percentage of the
unpaid principal amount of the covered mortgage loan and accrued and unpaid     
interest on the mortgage loan and reimbursement of certain expenses, less:      

  o   all rents or other payments the insured collected or received (other
        than the proceeds of hazard insurance) that are derived from or in any
way related to the mortgaged property,                        

   o   hazard Insurance Proceeds in excess of the amount required to restore
       the mortgaged property and which have not been applied to the payment
of the mortgage loan,                                         

    o   amounts expended but not approved by the issuer of the related primary
insurance policy (the "PRIMARY INSURER"),                     

o   claim payments the primary insurer previously made and            

o   unpaid premiums.                                                  

    Primary insurance policies reimburse certain losses sustained by reason of
defaults in borrower's payments. Primary insurance policies will not insure     
against, and exclude from coverage, a loss sustained by reason of a default     
arising from or involving certain matters, including                            

    o   fraud or negligence in origination or servicing of the mortgage loans,
  including misrepresentation by the originator, borrower or other
persons involved in the origination of the mortgage loan;     

 o   failure to construct the mortgaged property subject to the mortgage
loan in accordance with specified plans;                      

o   physical damage to the mortgaged property; and                    

o   the primary insurer not approving the related Master Servicer as a
servicer.                                                     

     Recoveries Under a Primary Insurance Policy. As conditions precedent to the
filing of or payment of a claim under a primary insurance policy covering a     
mortgage loan, the insured generally will be required to satisfy certain        
conditions that may include the conditions that the insured:                    

o   advance or discharge:                                             

a. all hazard insurance policy premiums and                   

 b. as necessary and approved in advance by the primary insurer:

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1.  real estate property taxes,                         

            2.  all expenses required to maintain the related mortgaged property
                in at least as good a condition as existed at the effective date
        of such primary insurance policy, ordinary wear and tear
excepted,                                       

3.  mortgaged property sales expenses,                  

       4.  any outstanding liens (as defined in such primary insurance
policy) on the mortgaged property;              

   5.  foreclosure costs, including court costs and reasonable
attorneys' fees;                                

        6.  in the event of any physical loss or damage to the mortgaged
              property, have restored and repaired the mortgaged property to
                at least as good a condition as existed at the effective date of
               such primary insurance policy, ordinary wear and tear excepted;
and                                             

            7.  tender to the primary insurer good and merchantable title to and
possession of the mortgaged property.           

   In those cases in which a sub-servicer services a single family loan, the
sub-servicer, on behalf of itself, the trustee and securityholders, will present
claims to the primary insurer. The sub-servicer will deposit all collections    
under the policy in the Protected Account it maintains. In all other cases, the 
Master Servicer, on behalf of itself, the trustee and the securityholders, will 
present claims to the primary insurer under each primary insurance policy. The  
Master Servicer will take such reasonable steps as are necessary to receive     
payment or to permit recovery under the primary insurance policy with respect to
defaulted mortgage loans. As discussed above, all collections by or on behalf of
the Master Servicer under any primary insurance policy and, when the mortgaged  
property has not been restored, the hazard insurance policy, are to be deposited
in the Protected Account.                                                       

     If the mortgaged property securing a defaulted mortgage loan is damaged and
proceeds, if any, from the related hazard insurance policy are insufficient to  
restore the mortgaged property to a condition sufficient to permit recovery     
under the related primary insurance policy, if any, the Master Servicer will    
expend its own funds to restore the damaged mortgaged property only if it       
determines (a) that such restoration will increase the proceeds to              
securityholders on liquidation of the mortgage loan after reimbursement of the  
Master Servicer for its expenses and (b) that it will be able to recover such   
expenses from related Insurance Proceeds or Liquidation Proceeds.               

If recovery on a defaulted mortgage loan under any related primary    
insurance policy is not available for the reasons described in the preceding    
paragraph, or if the primary insurance policy does not cover such defaulted     
mortgage loan, the Master Servicer will be obligated to follow or cause to be   
followed such normal practices and procedures as it deems necessary or advisable
to realize upon the defaulted mortgage loan. If the proceeds of any liquidation 
of the mortgaged property securing the defaulted mortgage loan are less than the
principal balance of such mortgage loan plus accrued interest that is payable to
securityholders, the trust fund will realize a loss. The trust fund's loss will 
equal the amount of such difference plus the aggregate of reimbursable expenses 
the Master Servicer incurred in connection with such proceedings.               

   If the Master Servicer or its designee recovers Insurance Proceeds which,
when added to any related Liquidation Proceeds and after deduction of certain   
expenses reimbursable to the Master Servicer, exceed the principal balance of   
such mortgage loan plus accrued interest that is payable to securityholders, the
Master Servicer will be entitled to withdraw or retain from the Protected       
Account its normal servicing compensation with respect to such mortgage loan. If
the Master Servicer has expended its own funds to restore the damaged mortgaged 
property and such funds have not been reimbursed under the related hazard       
insurance policy, the Master Servicer will be entitled to withdraw from the     
Protected Account out of related Liquidation Proceeds or Insurance Proceeds an  
amount equal to the funds it expended, in which event the trust fund may realize
a loss up to the amount so charged.                                             

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Recoveries Under FHA Insurance, VA Guarantees and RHS Guarantees. The 
Master Servicer, on behalf of itself, the trustee and the securityholders, will 
present claims under any FHA insurance or VA guarantee or RHS guarantee with    
respect to the mortgage loans.                                                  

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES                        

   A Master Servicer's or sub-servicer's primary servicing compensation with
respect to a series of securities will come from the monthly payment to it, of  
an amount generally equal to a percentage per annum of the outstanding principal
balance of such loan or from such other source specified in the related         
prospectus supplement. The related prospectus supplement will describe the      
primary compensation to be paid to the Master Servicer or the sub-servicer. If  
the Master Servicer's or sub-servicer's primary compensation is a percentage of 
the outstanding principal balance of each mortgage loan, such amounts will      
decrease as the mortgage loans amortize. In addition to primary compensation,   
the Master Servicer or the sub-servicer generally will be entitled to retain all
assumption fees and late payment charges, to the extent collected from          
mortgagors, and, to the extent provided in the related prospectus supplement,   
any interest or other income earned on funds held in any Accounts.              

   To the extent specified in the related Agreement, the Master Servicer may
pay from its servicing compensation certain expenses incurred in connection with
its servicing of the mortgage loans, including, without limitation, payment in  
certain cases of premiums for insurance policies, guarantees, sureties or other 
forms of credit enhancement, payment of the fees and disbursements of the       
trustee and independent accountants, payment of expenses incurred in connection 
with distributions and reports to securityholders, and payment of certain other 
expenses. The Master Servicer will be entitled to reimbursement of expenses     
incurred in enforcing the obligations of sub-servicers and, under certain       
limited circumstances, lenders.                                                 

EVIDENCE AS TO COMPLIANCE                                                       

Each Agreement will provide that on or before a specified date in each
year, a firm of independent public accountants will furnish a statement to the  
trustee to the effect that, on the basis of such firm's examination conducted   
substantially in compliance with the Uniform Single Attestation Program for     
Mortgage Bankers, the Audit Program for Mortgages serviced for Freddie Mac or a 
program certified by such firm to be comparable, the servicing by or on behalf  
of the Master Servicer of mortgage loans, agency securities or private          
mortgage-backed securities, under pooling and servicing agreements substantially
similar to each other (including the related Agreement) was conducted in        
compliance with such agreements except for any significant exceptions or errors 
in records that, in the opinion of the firm, the Uniform Single Attestation     
Program for Mortgage Bankers, the Audit Program for Mortgages serviced for      
Freddie Mac or such comparable program requires it to report. In rendering its  
statement such firm may rely, as to matters relating to the direct servicing of 
mortgage loans, agency securities or private mortgage-backed securities by      
sub-servicers, upon comparable statements for examinations conducted            
substantially in compliance with the Uniform Single Attestation Program for     
Mortgage Bankers, the Audit Program for Mortgages serviced for Freddie Mac or   
such comparable program (rendered within one year of such statement) of firms of
independent public accountants with respect to the related sub-servicer.        

 Each Agreement will provide for delivery to the trustee, on or before a
specified date in each year, of an annual statement signed by an officer of each
Master Servicer. Such annual statement will state that the Master Servicer has  
fulfilled its obligations under the Agreement throughout the preceding year.    

Securityholders of the related series may obtain copies of the annual 
accountants' statement and the statement of officers of each Master Servicer    
without charge upon written request to the Master Servicer at the address       
provided in the related prospectus supplement.                                  

CERTAIN MATTERS REGARDING THE MASTER SERVICER AND US                            

  The related prospectus supplement will name one or more Master Servicers
under each Agreement. Alternatively, the trustee may also serve in the capacity 
of the Master Servicer if so specified in the                                   

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related prospectus supplement or applicable Agreement. Each entity serving as   
Master Servicer may have normal business relationships with our affiliates or   
us.                                                                             

   The Agreement will provide that a Master Servicer may not resign from its
obligations and duties under that servicing agreement except upon a             
determination that its duties under that agreement are no longer permissible    
under applicable law or as otherwise specified in the related prospectus        
supplement. No resignation will become effective until the trustee or a         
successor servicer has assumed the Master Servicer's obligations and duties     
under the Agreement.                                                            

  Each Agreement will further provide that none of the Master Servicer, in
certain instances, we, or any director, officer, employee, or agent of the      
Master Servicer or us will be under any liability to the trustee, the related   
trust fund or securityholders for any action taken or for refraining from the   
taking of any action in good faith under such Agreement, or for errors in       
judgment. However, each Agreement will provide none of we, the trustee, the     
Master Servicer, or any such person will be protected against any breach of     
warranties or representations made in such Agreement or any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence  
(or gross negligence in the case of the seller) in the performance of duties or 
by reason of reckless disregard of obligations and duties under such Agreement. 
Each Agreement will further provide that we, the trustee, the Master Servicer,  
in certain instances, and any one of our or the Master Servicer's directors,    
officers, employees or agents will be entitled to indemnification by the related
trust fund and will be held harmless against any loss, liability or expense     
incurred in connection with any legal action relating to such Agreement or the  
securities, other than any loss, liability or expense related to any specific   
mortgage loan or mortgage loans (except any such loss, liability or expense     
otherwise reimbursable pursuant to that pooling and servicing agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad faith 
or negligence (or gross negligence in the case of the seller) in the performance
of duties or by reason of reckless disregard of obligations and duties under    
such Agreement. In addition, each Agreement will provide that none of the Master
Servicer, the trustee or, in certain instances, we will be under any obligation 
to appear in, prosecute or defend any legal action which is not incidental to   
its or our respective responsibilities under the Agreement and which in its or  
our opinion, as the case may be, may involve us or it in any expense or         
liability. We, the trustee or the Master Servicer may, however, in its or our   
discretion, as the case may be, undertake any such action which we may deem     
necessary or desirable with respect to an Agreement and the rights and duties of
the parties to such Agreement and the interests of the securityholders under    
such Agreement. In such event, the resulting legal expenses and costs of such   
action and any liability will be expenses, costs and liabilities of the trust   
fund. The Master Servicer, the trustee, or we as the case may be, will be       
entitled to be reimbursed out of funds otherwise payable to securityholders.    

     Any person into which the Master Servicer may be merged or consolidated, or
any person resulting from any merger or consolidation to which the Master       
Servicer is a party, or any person succeeding to the business of the Master     
Servicer, will be the successor of the Master Servicer under each Agreement,    
provided that such person satisfies the requirements for a successor Master     
Servicer set forth in the related prospectus supplement and further provided    
that such merger, consolidation or succession does not adversely affect the then
current rating or ratings of the class or classes of securities of such series  
that have been rated.                                                           

EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT                                 

Pooling and Servicing Agreement; Trust Agreement; Master Servicing    
Agreement. An event of default under a pooling and servicing agreement, a trust 
agreement or a master servicing agreement will be specified in the related      
prospectus supplement and generally will include:                               

    o     any failure by the Master Servicer to cause to be deposited in the
          Securities Account any amount so required to be deposited pursuant
       to the Agreement, and such failure continues unremedied for two
      Business Days or such other time period as is specified in the
Agreement;                                              

      o     any failure by the Master Servicer duly to observe or perform in any
        material respect any of its other covenants or agreements in the
Agreement that continues unremedied for 60 days or such 

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           other time period as is specified in the Agreement after the giving
       of written notice of such failure to the Master Servicer by the
            trustee, or to the Master Servicer and the trustee by the holders of
           securities of any class evidencing not less than 25%, or such other
       percentage as is specified in the prospectus supplement, of the
            aggregate voting rights represented by the securities of the related
series; and                                             

   o     certain events of insolvency, readjustment of debt, marshaling of
            assets and liabilities or similar proceedings and certain actions by
      or on behalf of the Master Servicer indicating its insolvency,
reorganization or inability to pay its obligations.     

If the related prospectus supplement so specifies, the pooling and    
servicing agreement, the trust agreement or master servicing agreement will     
permit the trustee to sell the assets of the trust fund if payments from the    
assets would be insufficient to make payments required in the Agreement. The    
assets of the trust fund will be sold only under the circumstances and in the   
manner specified in the related prospectus supplement.                          

  In general, so long as an event of default under a pooling and servicing
agreement, a trust agreement or a master servicing agreement remains unremedied,
the trustee may, and at the direction of holders of securities evidencing voting
rights aggregating not less than 25%, or such other percentage as is specified  
in the related prospectus supplement, of the aggregate voting rights represented
by the securities of the related series and under such circumstances as may be  
specified in such Agreement, the trustee shall, terminate all of the rights and 
obligations of the Master Servicer under the Agreement relating to such trust   
fund and in and to the mortgage loans. Upon such termination, if so specified in
the related prospectus supplement, the trustee will succeed to all of the       
responsibilities, duties and liabilities of the Master Servicer under the       
Agreement, including, if the related prospectus supplement so specifies, the    
obligation to make advances, and will be entitled to similar compensation       
arrangements. If the trustee is unwilling or unable so to act, it may appoint,  
or petition a court of competent jurisdiction for the appointment of, a mortgage
loan servicing institution meeting the requirements of the related agreement to 
act as successor to the Master Servicer under the Agreement. Pending such       
appointment, the trustee must act in such capacity if so specified in the       
related prospectus supplement. The trustee and any such successor may agree upon
the servicing compensation to be paid, which in no event may be greater than the
compensation payable to the Master Servicer under the Agreement.                

Except as set forth below, no securityholder, solely by virtue of such
holder's status as a securityholder, will have any right under any Agreement to 
institute any proceeding with respect to such Agreement. If holders of          
securities of any class of such series evidencing not less than 25%, or such    
other percentage as is specified in the prospectus supplement, of the aggregate 
voting rights constituting such class make a written request upon the trustee to
institute such proceeding in its own name as trustee and have offered to the    
trustee reasonable indemnity, and the trustee for 60 days has neglected or      
refused to institute any such proceeding, then a security holder may institute a
proceeding with respect to such agreement.                                      

 Indenture. An event of default under the indenture for each series of
notes will be as specified in the related prospectus supplement and may include:

      o     a default for the number of days specified in the related prospectus
        supplement in the payment of any principal of or interest on any
note of such series;                                    

o     failure to perform any other covenant of the trust fund in the
        indenture, which continues for a period of 60 days or such other
        time period as is specified in the indenture after notice of the
           failure is given in accordance with the procedures described in the
related prospectus supplement;                          

o     any representation or warranty made by the trust fund in the  
           indenture or in any certificate or other writing delivered pursuant
      to the indenture or in connection therewith with respect to or
            affecting such series having been incorrect in a material respect as
         of the time made, and such breach is not cured within 60 days (or
      such other time period as is specified in the indenture) after

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       notice of the breach is given in accordance with the procedures
described in the related prospectus supplement;         

   o     certain events of our or the trust fund's bankruptcy, insolvency,
receivership or liquidation; or                         

   o     any other event of default provided with respect to notes of that
    series as discussed in the applicable prospectus supplement.

    If an event of default with respect to the notes of any series at the time
outstanding occurs and is continuing, the related prospectus supplement may     
specify that either the trustee or the securityholders of a majority of the then
aggregate outstanding amount of the notes of such series may declare the        
principal amount (or, if the notes of that series are entitled to payment of    
principal only, such portion of the principal amount as the related prospectus  
supplement may specify) of all the notes of such series to be due and payable   
immediately. Under certain circumstances, holders of a majority in aggregate    
outstanding amount of the notes of such series may rescind and annul such       
declaration.                                                                    

   If, following an event of default with respect to any series of notes and
if so specified in the related prospectus supplement, the notes of such series  
have been declared to be due and payable, the trustee may, in its discretion,   
notwithstanding such acceleration, elect to maintain possession of the          
collateral securing the notes of such series and to continue to apply           
distributions on such collateral as if there had been no declaration of         
acceleration if such collateral continues to provide sufficient funds for the   
payment of principal of and interest on the notes of such series as they would  
have become due if there had not been such a declaration. In addition, if so    
specified in the related prospectus supplement, the trustee may not sell or     
otherwise liquidate the collateral securing the notes of a series following an  
event of default other than a default in the payment of any principal or        
interest on any note of such series for 30 days or more, unless:                

      o     the securityholders of 100% of the then aggregate outstanding amount
of the notes of such series consent to such sale,       

   o     the proceeds of such sale or liquidation are sufficient to pay in
        full the principal of and accrued interest due and unpaid on the
    outstanding notes of such series at the date of such sale or

     o     the trustee determines that such collateral would not be sufficient
      on an ongoing basis to make all payments on such notes as such
          payments would have become due if such notes had not been declared
due and payable, and the trustee obtains the consent of 
            securityholders of 66-2/3%, or such other percentage as is specified
            in the indenture, of the then aggregate outstanding principal amount
of the notes of such series.                            

The related prospectus supplement may specify that if the trustee     
liquidates the collateral in connection with an event of default involving a    
default for 30 days or more in the payment of principal of or interest on the   
notes of a series, the trustee will have a prior lien on the proceeds of any    
such liquidation for unpaid fees and expenses. As a result, upon the occurrence 
of such an event of default, the amount available for distribution to the       
securityholders of notes may be less than would otherwise be the case. However, 
the trustee may not institute a proceeding for the enforcement of its lien      
except in connection with a proceeding for the enforcement of the lien of the   
indenture for the benefit of the securityholders of notes after the occurrence  
of such an event of default.                                                    

  In the event that the principal of the notes of a series is declared due
and payable, as described above, the securityholder of any such notes issued at 
a discount from par may be entitled to receive no more than an amount equal to  
the unpaid principal amount of the notes less the amount of such discount which 
is unamortized.                                                                 

  Subject to the provisions of the indenture relating to the duties of the
trustee, in case an event of default shall occur and be continuing with respect 
to a series of notes, the trustee will be under no obligation to exercise any of
the rights or powers under the indenture at the request or direction of any of  
the securityholders of notes of such series, unless such securityholders have   
offered to the trustee                                                          

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security or indemnity satisfactory to it against the costs, expenses and        
liabilities that might be incurred by it in complying with such request or      
direction. Subject to such provisions for indemnification and certain           
limitations contained in the indenture, and if so specified in the related      
prospectus supplement, the holders of a majority of the then aggregate          
outstanding amount of the notes of such series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to 
the trustee or exercising any trust or power conferred on the trustee with      
respect to the notes of such series. The holders of a majority of the then      
aggregate outstanding amount of the notes of such series may, in certain cases, 
waive any default with respect to the notes, except a default in the payment of 
principal or interest or a default in respect of a covenant or provision of the 
indenture that cannot be modified without the waiver or consent of all the      
holders of the outstanding notes of such series affected thereby.               

THE TRUSTEE                                                                     

The related prospectus supplement will set forth the identity of the  
commercial bank, savings and loan association, trust company or other entity    
named as the trustee for each series of securities and whether it serves in any 
additional capacity for such series of securities. The entity serving as trustee
may have normal banking relationships with our affiliates and us. In addition,  
for the purpose of meeting the legal requirements of certain local              
jurisdictions, the trustee will have the power to appoint co-trustees or        
separate trustees of all or any part of the trust fund relating to a series of  
securities. In the event of such appointment, all rights, powers, duties and    
obligations the applicable Agreement confers or imposes upon the trustee will be
conferred or imposed upon the trustee and each such separate trustee or         
co-trustee jointly, or, in any jurisdiction in which the trustee shall be       
incompetent or unqualified to perform certain acts, singly upon such separate   
trustee or co-trustee who will exercise and perform such rights, powers, duties 
and obligations solely at the direction of the trustee. The trustee may also    
appoint agents to perform any of the responsibilities of the trustee, which     
agents will have any or all of the rights, powers, duties and obligations of the
trustee conferred on them by such appointment; provided that the trustee will   
continue to be responsible for its duties and obligations under the Agreement.  
In the event a series includes both certificates and notes, a separate trustee  
identified in the related prospectus supplement will serve as trustee for the   
certificates and for the notes.                                                 

DUTIES OF THE TRUSTEE                                                           

The trustee will not make any representations as to the validity or   
sufficiency of the Agreement, the securities or of any assets or related        
documents. If no event of default (as defined in the related Agreement) has     
occurred, the trustee is required to perform only those duties specifically     
required of it under the Agreement. Upon receipt of the various certificates,   
statements, reports or other instruments required to be furnished to it, the    
trustee is required to examine them to determine whether they are in the form   
the related Agreement requires. However, the trustee (or any custodian) will not
be responsible for the accuracy or content of any such documents furnished to it
by the securityholders or the Master Servicer under the Agreement.              

  If so specified in the related prospectus supplement, the trustee may be
held liable for its own negligent action or failure to act, or for its own      
misconduct. However, the trustee will not be personally liable with respect to  
any action it takes, suffers or omits to take in good faith in accordance with  
the direction of the securityholders following an event of default. The trustee 
is not required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties under the Agreement, or in the
exercise of any of its rights or powers, if it has reasonable grounds for       
believing that repayment of such funds or adequate indemnity against such risk  
or liability is not reasonably assured to it.                                   

RESIGNATION AND REMOVAL OF TRUSTEE                                              

  If so specified in the related prospectus supplement, the trustee may,
upon written notice to us, resign at any time. If the trustee resigns a         
successor trustee will be required to be appointed in accordance with the terms 
of the related Agreement. If no successor trustee has been appointed and has    
accepted the appointment within the period specified in the Agreement after the 
giving of such notice of resignation, the                                       

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resigning trustee may, if so specified in the related prospectus supplement,    
petition any court of competent jurisdiction for appointment of a successor     
trustee.                                                                        

The trustee may also be removed at any time, if so specified in the 
related prospectus supplement:                                                  

    o     if the trustee ceases to be eligible to continue as such under the
Agreement,                                              

o     if the trustee becomes insolvent,                             

o     if the trustee becomes incapable of acting, or                

      o     if specified in the Agreement by the securityholders evidencing over
         51% of the aggregate voting rights of the securities in the trust
fund upon written notice to the trustee and to us.      

For any resignation or removal of the trustee and appointment of a    
successor trustee to be effective, the successor trustee must accept the        
appointment.                                                                    

AMENDMENT                                                                       

     The parties to each Agreement may amend such Agreement, without the consent
of any of the securityholders for the items identified in the related prospectus
supplement, which may include:                                                  

o     to cure any ambiguity or mistake;                             

    o     to correct any defective provisions or to supplement any provision
            in the Agreement, which may be inconsistent with any other provision
of the Agreement;                                       

     o     to comply with any changes in the Internal Revenue Code of 1986, as
amended, or                                             

  o     to make any other revisions with respect to matters or questions
      arising under the Agreement that are not inconsistent with the
     Agreement, provided that such action will not have a material
adverse effect on the interests of any securityholder.  

In addition, to the extent provided in the related Agreement and if so
specified in the related prospectus supplement, an Agreement may be amended     
without the consent of any of the securityholders to change the manner in which 
the Securities Account, the Protected Account or any other Accounts are         
maintained, provided that any such change does not adversely affect the then    
current rating on the class or classes of securities of such series that have   
been rated. In addition, if a REMIC election is made with respect to a trust    
fund, the related Agreement may also provide that it can be amended to modify,  
eliminate or add to any of its provisions to such extent as may be necessary to 
maintain the qualification of the related trust fund as a REMIC, provided that  
the trustee has received an opinion of counsel required under the Agreement,    
generally to the effect that such action is necessary or helpful to maintain    
such qualification.                                                             

    With consent of holders of securities of a series evidencing not less than
51%, or such other percentage as is specified in the prospectus supplement, of  
the aggregate voting rights of each class affected or of all the securities or  
of specified classes of securities as the prospectus supplement may provide, the
parties to an Agreement may amend such Agreement for the purpose of adding any  
provisions to or changing in any manner or eliminating any of the provisions of 
such Agreement or of modifying in any manner the rights of the holders of the   
related securities or for any other purpose specified in the related prospectus 
supplement. However, unless so specified in the related prospectus supplement,  
no such amendment may reduce in any manner the amount of or delay the timing of,
payments received on trust assets that are required to be distributed on any    
security without the consent of the holder of such security, or reduce the      
percentage of securities of any class of holders that are required to consent to
any such amendment without the consent of the holders of all securities of such 
class covered by such Agreement then outstanding. If a REMIC election is made   
with respect to a trust fund, the related prospectus supplement may specify that
the trustee will not be entitled to consent to an                               

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amendment to the related Agreement without having first received an opinion of  
counsel to the effect that such amendment will not cause such trust fund to fail
to qualify as a REMIC.                                                          

TERMINATION; OPTIONAL TERMINATION                                               

     The obligations each Agreement creates for a series of securities generally
will terminate upon the payment to the related securityholders of all amounts   
held in any Accounts or by the Master Servicer and required to be paid to them  
pursuant to such Agreement following the later of:                              

   1. the final payment or other liquidation of the last of the trust assets
or the disposition of all property acquired upon foreclosure or deed-in-lieu of 
foreclosure of any mortgage assets remaining in the trust fund, and             

     2. the purchase by us, the Master Servicer or other entity specified in the
related prospectus supplement including, if REMIC treatment has been elected, by
the holder of the residual interest in the REMIC, from the related trust fund of
all of the remaining trust assets and all property acquired in respect of       
mortgage assets remaining in the trust fund.                                    

Any such purchase of trust assets and property acquired in respect of 
mortgage assets evidenced by a series of securities will be made at our option  
or the option of the other entity identified in the related prospectus          
supplement, at a price, and in accordance with the procedures, specified in the 
related prospectus supplement. Such purchase price may not in all cases equal   
the entire unpaid principal and accrued unpaid interest on the securities that  
are outstanding at the time of the optional termination due to, among other     
things, if the party exercising the option repurchases loans on a distribution  
date it will purchase the loans (subject to the purchase of REO property at fair
market value) at a price equal to the unpaid principal balances of the mortgage 
loans without interest following payment on such distribution date and the fact 
that any component of the purchase price based on existing REO property (i.e.,  
real property acquired following foreclosure and as to which a realized loss has
not yet been taken) will be equal to the fair market value of such property and 
not necessarily the previously outstanding principal balance of the related     
loan. There may not be sufficient proceeds to pay off the then current balance  
of and accrued and unpaid interest on securities of such series outstanding. The
exercise of such right will cause the termination of the related trust and will 
effect early retirement of the securities, but the right of the applicable      
entity to so purchase will generally be subject to the principal balance of the 
related trust assets being less than the percentage specified in the related    
prospectus supplement of the aggregate principal balance of the trust assets at 
the cut-off date for the series. The foregoing is subject to the provision that 
if a REMIC election is made with respect to a trust fund, any repurchase        
pursuant to clause (2) above will be made only in connection with a "qualified  
liquidation" of the REMIC within the meaning of Section 860F(a)(4) of the Code. 

 LEGAL ASPECTS OF THE MORTGAGE LOANS

The following discussion contains summaries of some legal aspects of  
mortgage loans. These summaries are general in nature. Because these legal      
aspects are governed primarily by state law which may differ substantially from 
state to state, the summaries do not purport to be complete or to reflect the   
laws of any particular state, or to encompass the laws of all states in which   
the security for the mortgage loans is situated.                                

GENERAL                                                                         

  Single Family Loans And Multifamily Loans. Depending upon the prevailing
practice in the state in which the property subject to the loan is located,     
mortgages, deeds of trust, security deeds or deeds to secure debt will secure   
the single family loans and multifamily loans. Deeds of trust are used almost   
exclusively in California instead of mortgages. A mortgage creates a lien upon  
the real property encumbered by the mortgage. The lien created by the mortgage  
generally is not prior to the lien for real estate taxes and assessments.       
Priority between mortgages depends on their terms and generally on the order of 
recording with a state or county office. There are two parties to a mortgage,   
the mortgagor, who                                                              

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is the borrower and owner of the mortgaged property, and the mortgagee, who is  
the lender. The mortgagor delivers to the mortgagee a note or bond and the      
mortgage. Although a deed of trust is similar to a mortgage, a deed of trust    
formally has three parties, the borrower-property owner called the trustor      
(similar to a mortgagor), a lender (similar to a mortgagee) called the          
beneficiary, and a third-party grantee called the trustee. Under a deed of      
trust, the borrower grants the property, irrevocably until the debt is paid, in 
trust, generally with a power of sale, to the trustee to secure payment of the  
obligation. A security deed and a deed to secure debt are special types of deeds
which indicate on their face that they are granted to secure an underlying debt.
By executing a security deed or deed to secure debt, the grantor conveys title  
to, as opposed to merely creating a lien upon, the subject property to the      
grantee until such time as the underlying debt is repaid. The mortgagee's       
authority under a mortgage, the trustee's authority under a deed of trust and   
the grantee's authority under a security deed or deed to secure debt are        
governed by law and, with respect to some deeds of trust, the directions of the 
beneficiary. The related prospectus supplement will specify the priority of the 
lien of the mortgage in a single family loan or multifamily loan.               

Condominiums. Certain of the mortgage loans may be loans secured by   
condominium units. The condominium building may be a multi-unit building or     
buildings, or a group of buildings whether or not attached to each other,       
located on property subject to condominium ownership. Condominium ownership is a
form of ownership of real property as to which each owner is entitled to the    
exclusive ownership and possession of his or her individual condominium unit.   
The owner also owns a proportionate undivided interest in all parts of the      
condominium building (other than the other individual condominium units) and all
areas or facilities, if any, for the common use of the condominium units. The   
condominium unit owners appoint or elect the condominium association to govern  
the affairs of the condominium.                                                 

    Cooperative Loans. Certain of the mortgage loans may be cooperative loans.
The cooperative (1) owns all the real property that comprises the project,      
including the land and the apartment building comprised of separate dwelling    
units and common areas or (2) leases the land generally by a long-term ground   
lease and owns the apartment building. The cooperative is directly responsible  
for project management and, in most cases, payment of real estate taxes and     
hazard and liability insurance. If there is a blanket mortgage on the property  
and/or underlying land, as is generally the case, the cooperative, as project   
mortgagor, is also responsible for meeting these mortgage obligations.          
Ordinarily, the cooperative incurs a blanket mortgage in connection with the    
construction or purchase of the cooperative's apartment building. The interest  
of the occupants under proprietary leases or occupancy agreements to which the  
cooperative is a party are generally subordinate to the interest of the holder  
of the blanket mortgage in that building. If the cooperative is unable to meet  
the payment obligations arising under its blanket mortgage, the mortgagee       
holding the blanket mortgage could foreclose on that mortgage and terminate all 
subordinate proprietary leases and occupancy agreements. In addition, the       
blanket mortgage on a cooperative may provide financing in the form of a        
mortgage that does not fully amortize with a significant portion of principal   
being due in one lump sum at final maturity. The inability of the cooperative to
refinance this mortgage and its consequent inability to make such final payment 
could lead to foreclosure by the mortgagee providing the financing. A           
foreclosure in either event by the holder of the blanket mortgage could         
eliminate or significantly diminish the value of any collateral held by the     
lender who financed the purchase by an individual tenant-stockholder of         
cooperative shares or, in the case of a trust fund including cooperative loans, 
the collateral securing the cooperative loans.                                  

   The cooperative is owned by tenant-stockholders who, through ownership of
stock, shares or membership certificates in the corporation, receive proprietary
leases or occupancy agreements which confer exclusive rights to occupy specific 
units. Generally, a tenant-stockholder of a cooperative must make a monthly     
payment to the cooperative representing such tenant-stockholder's pro rata share
of the cooperative's payments for its blanket mortgage, real property taxes,    
maintenance expenses and other capital or ordinary expenses. An ownership       
interest in a cooperative and accompanying rights is financed through a         
cooperative share loan evidenced by a promissory note and secured by a security 
interest in the occupancy agreement or proprietary lease and in the related     
cooperative shares. The lender takes possession of the share certificate and a  
counterpart of the proprietary lease or occupancy agreement, and typically a    
financing statement covering the proprietary lease or occupancy agreement and   
the cooperative shares is filed in the appropriate state and local offices to   
perfect the lender's interest in its                                            

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collateral. Subject to the limitations discussed below, upon default of the     
tenant-stockholder, the lender may sue for judgment on the promissory note,     
dispose of the collateral at a public or private sale or otherwise proceed      
against the collateral or tenant-stockholder as an individual as provided in the
security agreement covering the assignment of the proprietary lease or occupancy
agreement and the pledge of cooperative shares.                                 

  High Cost Loans. Certain of the mortgage loans may be subject to special
rules, disclosure requirements and other provisions that were added to the      
federal Truth in Lending Act by the Homeownership and Equity Protection Act of  
1994, if such mortgage loans: (i) were originated on or after October 1, 1995;  
(ii) are not mortgage loans made to finance the purchase of the mortgaged       
property; and (iii) have interest rates or origination costs in excess of       
certain prescribed levels. In addition, various states and local governments    
have enacted similar laws designed to protect consumers against "predatory      
lending" practices. Purchasers or assignees of any loans subject to these laws  
could be liable for all claims and subject to all defenses arising under such   
provisions that the borrower could assert against the originator of the loan.   
Remedies available to the borrower include monetary penalties, as well as       
rescission rights if the appropriate disclosures were not given as required.    

Manufactured Housing Contracts. Each manufactured housing contract    
evidences both (a) the obligation of the obligor to repay the loan evidenced    
thereby, and (b) the grant of a security interest in the manufactured home to   
secure repayment of such loan. The manufactured housing contracts generally are 
"chattel paper" as defined in the Uniform Commercial Code (the "UCC") in effect 
in the states in which the manufactured homes initially were registered.        
Pursuant to the UCC, the rules governing the sale of chattel paper are similar  
to those governing the perfection of a security interest in chattel paper. Under
the Agreement, we generally will transfer or cause the transfer of physical     
possession of the manufactured housing contracts to the trustee or its          
custodian. In addition, we will make or cause to be made an appropriate filing  
of a UCC-1 financing statement in the appropriate states to give notice of the  
trustee's ownership of the manufactured housing contracts.                      

  Under the laws of most states, manufactured housing constitutes personal
property and is subject to the motor vehicle registration laws of the state or  
other jurisdiction in which the unit is located. In a few states, where         
certificates of title are not required for manufactured homes, the filing of a  
financing statement under Article 9 of the UCC perfects security interests. Such
financing statements are effective for five years and must be renewed before the
end of each five year period. The certificate-of-title laws adopted by the      
majority of states provide that ownership of motor vehicles and manufactured    
housing shall be evidenced by a certificate of title issued by the motor        
vehicles department (or a similar entity) of such state. In the states which    
have enacted certificate of title laws, a security interest in a unit of        
manufactured housing, so long as it is not attached to land in so permanent a   
fashion as to become a fixture, is generally perfected by the recording of such 
interest on the certificate of title to the unit in the appropriate motor       
vehicle registration office or by delivery of the required documents and payment
of a fee to such office, depending on state law. The Master Servicer generally  
will be required to effect such notation or delivery of the required documents  
and fees, and to obtain possession of the certificate of title, as appropriate  
under the laws of the state in which any manufactured home is registered. If the
Master Servicer fails, due to clerical errors or otherwise, to effect such      
notation or delivery, or files the security interest under the wrong law (for   
example, under a motor vehicle title statute rather than under the UCC, in a few
states), the trustee may not have a first priority security interest in the     
manufactured home securing a manufactured housing contract.                     

  As manufactured homes have become larger and often are attached to their
sites without any apparent intention to move them, courts in many states have   
held that manufactured homes may, under certain circumstances, become subject to
real estate title and recording laws. As a result, a security interest in a     
manufactured home could be rendered subordinate to the interests of other       
parties claiming an interest in the home under applicable state real estate law.
In order to perfect a security interest in a manufactured home under real estate
laws, the holder of the security interest must file either a "fixture filing"   
under the provisions of the UCC or a real estate mortgage under the real estate 
laws of the state where the home is located. The holder of the security interest
must make these filings in the real estate records office of the county where   
the home is located. Generally, manufactured housing contracts will             

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contain provisions prohibiting the obligor from permanently attaching the       
manufactured home to its site. So long as the obligor does not violate this     
agreement, a security interest in the manufactured home will be governed by the 
certificate of title laws or the UCC, and the notation of the security interest 
on the certificate of title or the filing of a UCC-1 financing statement will be
effective to maintain the priority of the security interest in the manufactured 
home. If, however, a manufactured home is permanently attached to its site,     
other parties could obtain an interest in the manufactured home that is prior to
the security interest originally retained by us and transferred to us.          

We will assign or cause to be assigned a security interest in the     
manufactured homes to the trustee, on behalf of the securityholders. In general,
we, the Master Servicer and the trustee will not amend the certificates of title
to identify the trustee, on behalf of the securityholders, as the new secured   
party. Accordingly, the lender or we will continue to be named as the secured   
party on the certificates of title relating to the manufactured homes. In most  
states, such assignment is an effective conveyance of such security interest    
without amendment of any lien noted on the related certificate of title and the 
new secured party succeeds to the lender's or our rights as the secured party.  
However, in some states there exists a risk that, in the absence of an amendment
to the certificate of title, such assignment of the security interest might not 
be held effective against our or the lender's creditors.                        

In the absence of fraud, forgery or permanent affixation of the       
manufactured home to its site by the manufactured home owner, or administrative 
error by state recording officials, the notation of the lien of the trustee on  
the certificate of title or delivery of the required documents and fees should  
be sufficient to protect the trustee against the rights of subsequent purchasers
of a manufactured home or subsequent lenders who take a security interest in the
manufactured home. If there are any manufactured homes as to which the security 
interest assigned to us and the trustee is not perfected, such security interest
would be subordinate to, among others, subsequent purchasers for value of       
manufactured homes and holders of perfected security interests. There also      
exists a risk in not identifying the trustee, on behalf of the securityholders, 
as the new secured party on the certificate of title that, through fraud or     
negligence, the security interest of the trustee could be released.             

If the owner of a manufactured home moves it to a state other than the
state in which such manufactured home initially is registered, under the laws of
most states the perfected security interest in the manufactured home would      
continue for four months after such relocation and thereafter until the owner   
re-registers the manufactured home in such state. If the owner were to relocate 
a manufactured home to another state and re-register the manufactured home in   
such state, and if the trustee does not take steps to re-perfect its security   
interest in such state, the security interest in the manufactured home would    
cease to be perfected. A majority of states generally require surrender of a    
certificate of title to re-register a manufactured home; accordingly, the       
trustee must surrender possession if it holds the certificate of title to such  
manufactured home or, in the case of manufactured homes registered in states    
which provide for notation of lien, the Master Servicer would receive notice of 
surrender if the security interest in the manufactured home is noted on the     
certificate of title. Accordingly, the trustee would have the opportunity to    
re-perfect its security interest in the manufactured home in the state of       
relocation. In states which do not require a certificate of title for           
registration of a manufactured home, re-registration could defeat perfection.   
Similarly, when an obligor under a manufactured housing conditional sales       
contract sells a manufactured home, the obligee must surrender possession of the
certificate of title or it will receive notice as a result of its lien noted    
thereon and accordingly will have an opportunity to require satisfaction of the 
related manufactured housing conditional sales contract before release of the   
lien. The Master Servicer will be obligated to take such steps, at the Master   
Servicer's expense, as are necessary to maintain perfection of security         
interests in the manufactured homes.                                            

Under the laws of most states, liens for repairs performed on a       
manufactured home take priority even over a perfected security interest. We will
obtain the representation of the lender that the lender has no knowledge of any 
such liens with respect to any manufactured home securing a manufactured housing
contract. However, such liens could arise at any time during the term of a      
manufactured housing contract. No notice will be given to the trustee or        
securityholders in the event such a lien arises.                                

 Certain tax liens arising under the Code may, in certain circumstances,
have priority over the lien of a mortgage or deed of trust. This may have the   
effect of delaying or interfering with the enforcement of                       

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rights with respect to a defaulted mortgage loan. In addition, substantive      
requirements are imposed upon mortgage lenders in connection with the           
origination and the servicing of mortgage loans by numerous federal and some    
state consumer protection laws. These laws include the federal Truth in Lending 
Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Fair  
Credit Billing Act, Fair Credit Reporting Act and related statutes. These       
federal laws impose specific statutory liabilities upon lenders who originate   
mortgage loans and who fail to comply with the provisions of the law. In some   
cases, this liability may affect assignees of the mortgage loans.               

FORECLOSURE/REPOSSESSION                                                        

General                                                                     

   Foreclosure is a legal procedure that allows the mortgagee to recover its
mortgage debt by enforcing its rights and available legal remedies under the    
mortgage. If the mortgagor defaults in payment or performance of its obligations
under the note or mortgage, the mortgagee has the right to institute foreclosure
proceedings to sell the mortgaged property at public auction to satisfy the     
indebtedness.                                                                   

   Single-Family Loans And Multifamily Loans. Foreclosure of a deed of trust
is generally accomplished by a non-judicial sale under a specific provision in  
the deed of trust which authorizes the trustee to sell the property at public   
auction upon any default by the borrower under the terms of the note or deed of 
trust. In some states, such as California, the trustee must record a notice of  
default and send a copy to the borrower-trustor and to any person who has       
recorded a request for a copy of any notice of default and notice of sale. In   
addition, the trustee must provide notice in some states to any other person    
having an interest of record in the real property, including any junior         
lienholders. Before such non-judicial sale takes place, typically a notice of   
sale must be posted in a public place and, in most states, including California,
published during a specific period of time in one or more newspapers. In        
addition, these notice provisions require that a copy of the notice of sale be  
posted on the property and sent to parties having an interest of record in the  
property.                                                                       

     In some states, including California, the borrower-trustor has the right to
reinstate the loan at any time following default until shortly before the       
trustee's sale. In general, the borrower, or any other person having a junior   
encumbrance on the real estate, may, during a reinstatement period, cure the    
default by paying the entire amount in arrears plus the costs and expenses      
incurred in enforcing the obligation. Certain state laws control the amount of  
foreclosure expenses and costs, including attorney's fees, which a lender may   
recover.                                                                        

     Foreclosure of a mortgage is generally accomplished by judicial action. The
action is initiated by the service of legal pleadings upon all parties having an
interest in the real property. Delays in completion of the foreclosure may      
occasionally result from difficulties in locating necessary parties. When the   
mortgagee's right to foreclosure is contested, the legal proceedings necessary  
to resolve the issue can be time-consuming. After the completion of a judicial  
foreclosure proceeding, the court generally issues a judgment of foreclosure and
appoints a referee or other court officer to conduct the sale of the property.  
In general, the borrower, or any other person having a junior encumbrance on the
real estate, may, during a statutorily prescribed reinstatement period, cure a  
monetary default by paying the entire amount in arrears plus other designated   
costs and expenses incurred in enforcing the obligation. Generally, state law   
controls the amount of foreclosure expenses and costs, including attorney's     
fees, which a lender may recover. After the reinstatement period has expired    
without the default having been cured, the borrower or junior lienholder no     
longer has the right to reinstate the loan and must pay the loan in full to     
prevent the scheduled foreclosure sale. If the mortgage is not reinstated, a    
notice of sale must be posted in a public place and, in most states, published  
for a specific period of time in one or more newspapers. In addition, some state
laws require that a copy of the notice of sale be posted on the property and    
sent to all parties having an interest in the real property.                    

    Although foreclosure sales are typically public sales, frequently no third
party purchaser bids in excess of the lender's lien because of the difficulty of
determining the exact status of title to the property, the possible             
deterioration of the property during the foreclosure proceedings and a          
requirement                                                                     

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that the purchaser pay for the property in cash or by cashier's check. Thus the 
foreclosing lender often purchases the property from the trustee or referee for 
an amount equal to the principal amount outstanding under the loan, accrued and 
unpaid interest and the expenses of foreclosure. Thereafter, the lender will    
assume the burden of ownership, including obtaining hazard insurance and making 
such repairs at its own expense as are necessary to render the property suitable
for sale. The lender will commonly obtain the services of a real estate broker  
and pay the broker's commission in connection with the sale of the property.    
Depending upon market conditions, the ultimate proceeds of the sale of the      
property may not equal the lender's investment in the property.                 

 Courts have imposed general equitable principles upon foreclosure. Such
principles are designed to mitigate the legal consequences to the borrower of   
the borrower's defaults under the loan documents. Some courts have been faced   
with the issue of whether federal or state constitutional provisions reflecting 
due process concerns for fair notice require that borrowers under deeds of trust
receive notice longer than that prescribed by statute. For the most part, these 
cases have upheld the notice provisions as being reasonable or have found that a
trustee's sale under a deed of trust does not involve sufficient state action to
afford constitutional protection to the borrower.                               

   Cooperative Loans. The cooperative shares the tenant-stockholder owns and
that are pledged to the lender are, in almost all cases, subject to restrictions
on transfer as set forth in the cooperative's certificate of incorporation and  
bylaws, as well as the proprietary lease or occupancy agreement. The cooperative
may cancel the cooperative shares for the tenant-stockholder's failure to pay   
rent or other obligations or charges owed, including mechanics' liens against   
the cooperative apartment building such tenant-stockholder incurs. The          
proprietary lease or occupancy agreement generally permits the cooperative to   
terminate such lease or agreement in the event an obligor fails to make payments
or defaults in the performance of covenants required under the lease or         
agreement. Typically, the lender and the cooperative enter into a recognition   
agreement which establishes the rights and obligations of both parties in the   
event the tenant-stockholder defaults on its obligations under the proprietary  
lease or occupancy agreement. The tenant-stockholder's default under the        
proprietary lease or occupancy agreement will usually constitute a default under
the security agreement between the lender and the tenant-stockholder.           

The recognition agreement generally provides that, if the             
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the cooperative will take no action to terminate such lease or       
agreement until the lender has been provided with an opportunity to cure the    
default. The recognition agreement typically provides that if the proprietary   
lease or occupancy agreement is terminated, the cooperative will recognize the  
lender's lien against proceeds from the sale of the cooperative apartment,      
subject, however, to the cooperative's right to sums due under such proprietary 
lease or occupancy agreement. The total amount the tenant-stockholder owes to   
the cooperative, which the lender generally cannot restrict and does not        
monitor, could reduce the value of the collateral below the outstanding         
principal balance of the cooperative loan and accrued and unpaid interest       
thereon.                                                                        

     Recognition agreements also provide that in the event of a foreclosure on a
cooperative loan, the lender must obtain the approval or consent of the         
cooperative as required by the proprietary lease before transferring the        
cooperative shares or assigning the proprietary lease.                          

    In some states, foreclosure on the cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the UCC and the security 
agreement relating to those shares. Article 9 of the UCC requires that a sale be
conducted in a "commercially reasonable" manner. Whether a foreclosure sale has 
been conducted in a "commercially reasonable" manner will depend on the facts in
each case. In determining commercial reasonableness, a court will look to the   
notice given the debtor and the method, manner, time, place and terms of the    
foreclosure. Generally, a sale conducted according to the usual practice of     
banks selling similar collateral will be considered reasonably conducted.       

     Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the         
indebtedness secured by the lender's security interest. The recognition         
agreement, however, generally provides that the lender's right to reimbursement 
is subject to the right of the cooperative to receive sums due under the        
proprietary lease or occupancy agreement. If                                    

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there are proceeds remaining, the lender must account to the tenant-stockholder 
for the surplus. Conversely, if a portion of the indebtedness remains unpaid,   
the tenant-stockholder is generally responsible for the deficiency.             

    In the case of foreclosure on a building which was converted from a rental
building to a building owned by a cooperative under a non-eviction plan, some   
states require that a purchaser at a foreclosure sale take the property subject 
to rent control and rent stabilization laws. In such instances, existing        
shareholders and tenants are entitled to remain in the building pursuant to such
laws.                                                                           

Manufactured Housing Contracts. The Master Servicer on behalf of the  
trustee, to the extent the related Agreement requires, may take action to       
enforce the trustee's security interest with respect to manufactured housing    
contracts in default by repossession and resale of the manufactured homes       
securing such manufactured housing contracts in default. So long as the         
manufactured home has not become subject to the real estate law, a creditor can 
repossess a manufactured home securing a manufactured housing contract by       
voluntary surrender, by "self-help" repossession that is "peaceful" (i.e..,     
without breach of the peace) or, in the absence of voluntary surrender and the  
ability to repossess without breach of the peace, by judicial process. The      
holder of a manufactured housing contract must give the debtor a number of days'
notice, generally varying from 10 to 30 days depending on the state, before     
commencement of any repossession. The UCC and consumer protection laws in most  
states place restrictions on repossession sales, including requiring prior      
notice to the debtor and commercial reasonableness in effecting such a sale. The
law in most states also requires that the debtor be given notice of any sale    
before resale of the unit so that the debtor may redeem at or before such       
resale. In the event of such repossession and resale of a manufactured home, the
trustee would be entitled to be paid out of the sale proceeds before such       
proceeds could be applied to the payment of the claims of unsecured creditors or
the holders of subsequently perfected security interests or, thereafter, to the 
debtor.                                                                         

    Revolving Credit Line Mortgage Loans. The federal Truth in Lending Act was
amended by the Home Equity Loan Consumer Protection Act of 1988 which placed    
significant limitations on the grounds that open-end home equity loan (i.e.,    
revolving credit line mortgage loan) lenders and their assignees could use to   
accelerate loan balances, suspend the right to future advances or change the    
terms of the loan agreement. These limitations are applicable to home equity    
plans entered into on or after November 7, 1989. A lender may terminate a loan  
and demand repayment of the entire outstanding balance only if: (i) there is    
fraud or material misrepresentation by the borrower in connection with the loan;
(ii) the borrower fails to meet the repayment terms of the loan agreement; (iii)
any action or inaction by the borrower adversely affects the lender's security  
for the loan, or any right of the lender in such security; or (iv) federal law  
dealing with credit extended by a depository institution to its executive       
officers specifically requires that, as a condition of the loan, the credit     
shall become due and payable on demand; provided that the lender includes such a
provision in the initial agreement. A lender may suspend additional advances or 
reduce the borrower's credit limit during any period in which: (i) the value of 
the property declines significantly below the property's appraised value for the
purpose of the plan; (ii) the lender reasonably believes that the borrower will 
be unable to fulfill the repayment obligations under the plan because of a      
material change in the borrower's financial circumstances; (iii) the borrower is
in default of any material obligation under the agreement; (iv) the lender is   
precluded by government action from imposing the interest rate provided for in  
the agreement; (v) the priority of the lender's security interest is adversely  
affected by government action to the extent that the value of the security      
interest is less than 120 percent of the credit line; or (vi) the lender is     
notified by its regulatory agency that continued advances constitute an unsafe  
and unsound practice.                                                           

    Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and      
resale of the manufactured home securing such a debtor's loan. However, some    
states impose prohibitions or limitations on deficiency judgments.              

    Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws and general equitable principles, may limit or delay the    
ability of a lender to repossess and resell collateral.                         

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RIGHTS OF REDEMPTION                                                            

General                                                                     

     The purposes of a foreclosure action are to enable the mortgagee to realize
upon its security and to bar the mortgagor, and all persons who have an interest
in the property which is subordinate to the mortgage being foreclosed, from     
exercise of their "equity of redemption." The doctrine of equity of redemption  
provides that, until the property covered by a mortgage has been sold in        
accordance with a properly conducted foreclosure and foreclosure sale, those    
having an interest which is subordinate to that of the foreclosing mortgagee    
have an equity of redemption and may redeem the property by paying the entire   
debt with interest. In addition, in some states, when a foreclosure action has  
been commenced, the redeeming party must pay certain costs of such action. Those
having an equity of redemption must generally be made parties and joined in the 
foreclosure proceeding in order for their equity of redemption to be cut off and
terminated.                                                                     

    The equity of redemption is a common-law (non-statutory) right that exists
prior to completion of the foreclosure, is not waivable by the mortgagor, and   
must be exercised prior to foreclosure sale. Such equity of redemption should be
distinguished from the post-sale statutory rights of redemption. In some states,
after sale pursuant to a deed of trust or foreclosure of a mortgage, the        
mortgagor and foreclosed junior lienholders are given a statutory period in     
which to redeem the property from the foreclosure sale. In some states,         
statutory redemption may occur only upon payment of the foreclosure sale price. 
In other states, redemption may be authorized if the former mortgagor pays only 
a portion of the sums due. The effect of a statutory right of redemption is to  
diminish the ability of the lender to sell the foreclosed property. The exercise
of a right of redemption would defeat the title of any purchaser from a         
foreclosure sale or sale under a deed of trust. Consequently, the practical     
effect of the redemption right is to force the lender to maintain the property  
and pay the expenses of ownership until the redemption period has expired. In   
some states, a post-sale statutory right of redemption may exist following a    
judicial foreclosure, but not following a trustee's sale under a deed of trust. 

  Single Family Loans and Multifamily Loans. In certain states, after sale
pursuant to a deed of trust or foreclosure of a mortgage, the borrower and      
foreclosed junior lienholders are given a statutory period in which to redeem   
the property from the foreclosure sale. In certain other states, including      
California, this right of redemption applies only to sales following judicial   
foreclosure, and not to sales pursuant to a non-judicial power of sale. In some 
states, redemption may occur only upon payment of the entire principal balance  
of the loan, accrued interest and expenses of foreclosure. In other states,     
redemption may be authorized if the former borrower pays only a portion of the  
sums due. The effect of a statutory right of redemption would defeat the title  
of any purchaser from the lender after foreclosure or sale under a deed of      
trust. Consequently, the practical effect of the redemption right is to force   
the lender to retain the property and pay the expenses of ownership until the   
redemption period has run.                                                      

 Manufactured Housing Contracts. While state laws do not usually require
notice to be given to debtors before repossession, many states do require       
delivery of a notice of default and of the debtor's right to cure defaults      
before repossession. The law in most states also requires that the debtor be    
given notice of sale before the resale of the home so that the owner may redeem 
at or before resale. In addition, the sale must comply with the requirements of 
the UCC. Manufactured homes are most often resold through private sale.         

ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS                    

   Certain states, including California, have adopted statutory prohibitions
restricting the right of the beneficiary or mortgagee to obtain a deficiency    
judgment against borrowers financing the purchase of their residence or         
following sale under a deed of trust or certain other foreclosure proceedings. A
deficiency judgment is a personal judgment against the borrower equal in most   
cases to the difference between the amount due to the lender and the fair market
value of the real property sold at the foreclosure sale. As a result of these   
prohibitions, it is anticipated that in many instances the Master Servicer will 
not seek deficiency judgments against defaulting mortgagors. Under the laws     
applicable in                                                                   

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most states, a creditor is entitled to obtain a deficiency judgment for any     
deficiency following possession and resale of a manufactured home. However, some
states impose prohibitions or limitations on deficiency judgments in such cases.

     Some state statutes may require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
In certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security.        
However, in some of these states, the lender, following judgment on such        
personal action, may be deemed to have elected a remedy and may be precluded    
from exercising remedies with respect to the security. The practical effect of  
the election requirement, when applicable, is that lenders will usually proceed 
first against the security rather than bringing a personal action against the   
borrower.                                                                       

     In some states, exceptions to the anti-deficiency statutes are provided for
in certain instances where the value of the lender's security has been impaired 
by acts or omissions of the borrower.                                           

In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws   
and state laws affording relief to debtors, may interfere with or affect the    
ability of the secured mortgage lender to realize upon its security. For        
example, in a proceeding under the federal Bankruptcy Code, a lender may not    
foreclose on a mortgaged property without the permission of the bankruptcy      
court. Courts with federal bankruptcy jurisdiction have also indicated that the 
terms of a mortgage loan secured by property of the debtor may be modified.     
These courts have allowed modifications that include reducing the amount of each
monthly payment, changing the rate of interest, altering the repayment schedule,
forgiving all or a portion of the debt and reducing the lender's security       
interest to the value of the residence, thus leaving the lender a general       
unsecured creditor for the difference between the value of the residence and the
outstanding balance of the loan. Generally, however, the terms of a mortgage    
loan secured only by a mortgage on real property that is the debtor's principal 
residence may not be modified pursuant to a plan confirmed pursuant to Chapter  
11 or Chapter 13, except with respect to mortgage payment arrearages, which may 
be cured within a reasonable time period. The effect of any such proceedings    
under the federal Bankruptcy Code, including, but not limited to, any automatic 
stay, could result in delays in receiving payments on the mortgage loans        
underlying a series of securities and possible reductions in the aggregate      
amount of such payments. Some states also have homestead exemption laws which   
would protect a principal residence from a liquidation in bankruptcy.           

Federal and local real estate tax laws provide priority to certain tax
liens over the lien of a mortgagee or secured party. Numerous federal and state 
consumer protection laws impose substantive requirements upon mortgage lenders  
and manufactured housing lenders in connection with the origination, servicing  
and enforcement of single family loans, cooperative loans, manufactured housing 
contracts and revolving credit line mortgage loans. These laws include the      
federal Truth in Lending Act, Real Estate Settlement Procedures Act, Equal      
Credit Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act and  
related statutes and regulations. These federal and state laws impose specific  
statutory liabilities upon lenders who fail to comply with the provisions of the
law. In some cases, this liability may affect assignees of the loans or         
contracts.                                                                      

   The so-called "Holder-in-Due-Course" Rule of the Federal Trade Commission
(the "FTC"), has the effect of subjecting a seller (and certain related         
creditors and their assignees) in a consumer credit transaction, and any        
assignee of the creditor, to all claims and defenses that the debtor in the     
transaction could assert against the original creditor. Liability under the FTC 
Rule is limited to the amounts the debtor paid on the contract, and the holder  
of the contract may also be unable to collect amounts still due under the       
contract.                                                                       

Most of the manufactured housing contracts in a mortgage pool will be 
subject to the requirements of the FTC Rule. Accordingly, the trustee, as holder
of the manufactured housing contracts, will be subject to any claims or defenses
that the purchaser of the related manufactured home may assert against the      
seller of the manufactured home, subject to a maximum liability equal to the    
amounts the obligor paid on the manufactured housing contract. If an obligor is 
successful in asserting any such claim or defense,                              

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and if the lender had or should have had knowledge of such claim or defense, the
Master Servicer will have the right to require the lender to repurchase the     
manufactured housing contract because of a breach of its representation and     
warranty that no claims or defenses exist which would affect the obligor's      
obligation to make the required payments under the manufactured housing         
contract.                                                                       

   Generally, Article 9 of the UCC governs foreclosure on cooperative shares
and the related proprietary lease or occupancy agreement. Some courts have      
interpreted section 9-610 of the UCC to prohibit a deficiency award unless the  
creditor establishes that the sale of the collateral (which, in the case of a   
cooperative loan, would be the shares of the cooperative and the related        
proprietary lease or occupancy agreement) was conducted in a commercially       
reasonable manner.                                                              

DUE-ON-SALE CLAUSES                                                             

     Each conventional mortgage loan contains due-on-sale clauses. These clauses
generally provide that the lender may accelerate the maturity of the loan if the
mortgagor sells, transfers or conveys the related mortgaged property. The       
enforceability of due-on-sale clauses has been the subject of legislation or    
litigation in many states and, in some cases, the enforceability of these       
clauses was limited or denied. However, with respect to certain loans, the      
Garn-St. Germain Depository Institutions Act of 1982 (the "GARN-ST. GERMAIN     
ACT") preempts state constitutional, statutory and case law that prohibits the  
enforcement of due-on-sale clauses and permits lenders to enforce these clauses 
in accordance with their terms, subject to certain limited exceptions.          
Due-on-sale clauses contained in mortgage loans originated by federal savings   
and loan associations or federal savings banks are fully enforceable pursuant to
regulations of the United States Federal Home Loan Bank Board, as succeeded by  
the Office of Thrift Supervision, which preempt state law restrictions on the   
enforcement of such clauses. Similarly, due-on-sale clauses in mortgage loans   
made by national banks and federal credit unions are now fully enforceable      
pursuant to preemptive regulations of the Office of the Comptroller of the      
Currency and the National Credit Union Administration Board, respectively.      

     The Garn-St. Germain Act also sets forth nine specific instances in which a
mortgage lender covered by the act (including federal savings and loan          
associations and federal savings banks) may not exercise a due-on-sale clause,  
notwithstanding the fact that a transfer of the property may have occurred.     
These include intra-family transfers, certain transfers by operation of law,    
leases of fewer than three years not containing an option to purchase and the   
creation of a junior encumbrance. Regulations promulgated under the Garn-St.    
Germain Act also prohibit the imposition of a prepayment penalty upon the       
acceleration of a loan pursuant to a due-on-sale clause. The inability to       
enforce a due-on-sale clause may result in a mortgage that bears an interest    
rate below the current market rate being assumed by a new home buyer rather than
being paid off, which may affect the average life of the mortgage loans and the 
number of mortgage loans which may extend to maturity.                          

PREPAYMENT CHARGES                                                              

 Under certain state laws, prepayment charges may not be imposed after a
certain period of time following origination of single family loans, cooperative
loans, manufactured housing contracts or revolving credit line mortgage loans   
with respect to prepayments on loans secured by liens encumbering owner-occupied
residential or mixed use properties. Since many of the mortgaged properties will
be owner-occupied, it is anticipated that prepayment charges may not be imposed 
with respect to many of the single family loans, cooperative loans, manufactured
housing contracts and revolving credit line mortgage loans. The absence of such 
a restraint on prepayment, particularly with respect to fixed rate single family
loans, cooperative loans, manufactured housing contracts or revolving credit    
line mortgage loans having higher specified interest rates or accrual percentage
rates, may increase the likelihood of refinancing or other early retirement of  
such loans or contracts. Legal restrictions, if any, on prepayment of           
multifamily loans will be described in the related prospectus supplement.       

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SUBORDINATE FINANCING                                                           

Where a mortgagor encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risk. First, the mortgagor  
may have difficulty servicing and repaying multiple loans. In addition, if the  
junior loan permits recourse to the mortgagor (as junior loans often do) and the
senior loan does not, a mortgagor may be more likely to repay sums due on the   
junior loan than those on the senior loan. Second, acts of the senior lender    
that prejudice the junior lender or impair the junior lender's security interest
may create a superior equity in favor of the junior lender. For example, if the 
mortgagor and the senior lender agree to an increase in the principal amount of 
or the interest rate payable on the senior loan, the senior lender may lose its 
priority to the extent that any existing junior lender is harmed or the         
mortgagor is additionally burdened. Third, if the mortgagor defaults on the     
senior loan and/or any junior loan or loans, the existence of junior loans and  
actions taken by junior lenders can impair the security available to the senior 
lender and can interfere with or delay the taking of action by the senior       
lender. Moreover, the filing of a bankruptcy petition by a junior lender may    
operate to stay foreclosure or similar proceedings by the senior lender.        

APPLICABILITY OF USURY LAWS                                                     

  Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980, referred to in this prospectus as Title V,  
provides that state usury limitations shall not apply to certain types of       
residential first mortgage loans originated by certain lenders after March 31,  
1980. The Office of Thrift Supervision, as successor to the Federal Home Loan   
Bank Board, is authorized to issue rules and regulations and to publish         
interpretations governing implementation of Title V. The statute authorized the 
states to reimpose interest rate limits by adopting, before April 1, 1983, a law
or constitutional provision which expressly rejects an application of the       
federal law. In addition, even where Title V is not so rejected, any state is   
authorized by the law to adopt a provision limiting discount points or other    
charges on mortgage loans covered by Title V. Certain states have taken action  
to reimpose interest rate limits and/or to limit discount points or other       
charges.                                                                        

Title V also provides that, subject to the following conditions, state
usury limitations will not apply to any loan which is secured by a first lien on
certain kinds of residential manufactured housing. The manufactured housing     
contracts would be covered if they satisfy certain conditions, among other      
things, governing the terms of any prepayment, late charges and deferral fees   
and requiring a 30-day notice period before instituting any action leading to   
repossession of or foreclosure with respect to the related unit. Title V        
authorized any state to reimpose limitations on interest rates and finance      
charges by adopting before April 1, 1983 a law or constitutional provision which
expressly rejects application of the federal law. Fifteen states adopted such a 
law prior to the April 1, 1983 deadline. In addition, even where Title V was not
so rejected, any state is authorized by the law to adopt a provision limiting   
discount points or other charges on loans covered by Title V. In any state in   
which application of Title V was expressly rejected or a provision limiting     
discount points or other charges has been adopted, no manufactured housing      
contract which imposes finance charges or provides for discount points or       
charges in excess of permitted levels will be included in any trust fund.       

  We believe that a court interpreting Title V would hold that residential
first mortgage loans that are originated on or after January 1, 1980 are subject
to federal preemption. Therefore, in a state that has not taken the requisite   
action to reject application of Title V or to adopt a provision limiting        
discount points or other charges prior to origination of such mortgage loans,   
any such limitation under such state's usury law would not apply to such        
mortgage loans.                                                                 

  Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due     
above the applicable limit or impose a specified penalty. Under this statutory  
scheme, the mortgagor may cancel the recorded mortgage or deed of trust upon    
paying its debt with lawful interest, and the lender may foreclose, but only for
the debt plus lawful interest. A second group of statutes is more severe. A     
violation of this type of usury law results in the invalidation of the          
transaction, thereby permitting the mortgagor to cancel the recorded mortgage or
deed of trust without any payment or prohibiting the lender from foreclosing.   

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SERVICEMEMBERS CIVIL RELIEF ACT AND THE CALIFORNIA MILITARY AND VETERANS CODE   

Generally, under the terms of the Servicemembers Civil Relief Act (the
"RELIEF ACT"), a borrower who enters military service after the origination of  
the borrower's residential loan, including a borrower who was in reserve status 
and is called to active duty after origination of the mortgage loan, upon       
notification by such borrower, shall not be charged interest, including fees and
charges, in excess of 6% per annum during the period of the borrower's active   
duty status. In addition to adjusting the interest, the lender must forgive any 
such interest in excess of 6%, unless a court or administrative agency orders   
otherwise upon application of the lender. In addition, the Relief Act provides  
broad discretion for a court to modify a mortgage loan upon application by the  
borrower. The Relief Act applies to borrowers who are members of the Army, Navy,
Air Force, Marines, National Guard, Reserves, Coast Guard, and officers of the  
U.S. Public Health Service or the National Oceanic and Atmospheric              
Administration assigned to duty with the military. The California Military and  
Veterans Code provides protection equivalent to that provided by the Relief Act 
to California national guard members called up to active service by the         
Governor, California national guard members called up to active service by the  
President and reservists called to active duty. Because the Relief Act and the  
California Military and Veterans Code apply to borrowers who enter military     
service, no information can be provided as to the number of mortgage loans that 
may be affected by the Relief Act or the California Military and Veterans Code. 
Application of the Relief Act or the California Military and Veterans Code would
adversely affect, for an indeterminate period of time, the ability of the Master
Servicer to collect full amounts of interest on certain of the mortgage loans.  

  Any shortfalls in interest collections resulting from the application of
the Relief Act or the California Military and Veterans Code would result in a   
reduction of the amounts distributable to the holders of the related series of  
securities, and the prospectus supplement may specify that the shortfalls would 
not be covered by advances or any form of credit support provided in connection 
with the securities. In addition, the Relief Act and the California Military and
Veterans Code impose limitations that impair the ability of the Master Servicer 
to foreclose on an affected mortgage loan or enforce rights under a Home        
Improvement Contract or Manufactured Housing Contract during the borrower's     
period of active duty status and, under certain circumstances, during an        
additional three month period after that period. Thus, if a mortgage loan or    
Home Improvement Contract or Manufactured Housing Contract goes into default,   
there may be delays and losses occasioned as a result.                          

PRODUCT LIABILITY AND RELATED LITIGATION                                        

     Certain environmental and product liability claims may be asserted alleging
personal injury or property damage from the existence of certain chemical       
substances which may be present in building materials. For example, formaldehyde
and asbestos have been, and in some cases are, incorporated into many building  
materials used in manufactured and other housing. As a consequence, lawsuits may
arise from time to time asserting claims against manufacturers or builders of   
the housing, suppliers of component parts, and related persons in the           
distribution process. Plaintiffs have won such judgments in certain such        
lawsuits.                                                                       

 Under the FTC Holder in Due-Course Rule, the holder of any manufactured
housing contract secured by a manufactured home with respect to which a product 
liability claim has been successfully asserted may be liable to the obligor for 
the amount the obligor paid on the related manufactured housing contract.       
Additionally, the holder may be unable to collect amounts still due under the   
manufactured housing contract. In general, the successful assertion of a product
liability claim constitutes a breach of a representation or warranty of the     
lender, and the securityholders would suffer a loss only to the extent that (1) 
the lender breached its obligation to repurchase the manufactured housing       
contract in the event an obligor is successful in asserting such a claim, and   
(2) the lender, we or the trustee were unsuccessful in asserting any claim of   
contribution or subrogation on behalf of the securityholders against the        
manufacturer or other persons who were directly liable to the plaintiff for the 
damages. Typical products liability insurance policies held by manufacturers and
component suppliers of manufactured homes may not cover liabilities arising from
formaldehyde and certain other chemicals in manufactured housing, with the      
result that recoveries from such manufacturers, suppliers or other persons may  
be limited to their corporate assets without the benefit of insurance.          

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To the extent that the related prospectus supplement describes, the   
mortgage loans may include installment sales contracts entered into with the    
builders of the homes located on the mortgaged properties. The mortgagors in    
some instances may have claims and defenses against the builders which could be 
asserted against the trust fund.                                                

ENVIRONMENTAL CONSIDERATIONS                                                    

 Real property pledged as security to a lender may be subject to certain
environmental risks. Under the laws of certain states, contamination of a       
property may give rise to a lien on the property to secure recovery of the costs
of clean-up. In several states, such a lien has priority over the lien of an    
existing mortgage against such property. In addition, under the laws of some    
states and under the federal Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended ("CERCLA"), a lender may be liable, as an 
"owner" or "operator," for costs of addressing releases or threatened releases  
of hazardous substances that require remedy at a property securing a mortgage   
loan owned by such lender, if agents or employees of the lender have become     
sufficiently involved in the operations of the related obligor, regardless of   
whether or not the environmental damage or threat was caused by such lender's   
obligor or by a prior owner. A lender also risks such liability arising out of  
foreclosure of a mortgaged property securing a mortgage loan owned by such      
lender. Until recent legislation was adopted, it was uncertain what actions     
could be taken by a secured lender in the event of a loan default without it    
incurring exposure under CERCLA in the event the property was environmentally   
contaminated. The Asset Conservation, Lender Liability, and Deposit Insurance   
Act of 1996 (the "1996 LENDER LIABILITY ACT") provides for a safe harbor for    
secured lenders from CERCLA liability even though the lender forecloses and     
sells the real estate securing the loan, provided the secured lender sells "at  
the earliest practicable, commercially reasonable time, at commercially         
reasonable terms, taking into account market conditions and legal and regulatory
requirements." Although the 1996 Lender Liability Act provides significant      
protection to secured lenders, it has not been construed by the courts, and     
there are circumstances in which actions taken could expose a secured lender to 
CERCLA liability. In addition, the transferee from the secured lender is not    
entitled to the protections enjoyed by a secured lender. Thus, contamination may
decrease the amount that prospective buyers are willing to pay for a mortgaged  
property and decrease the likelihood that the trust will recover fully on the   
mortgage loan through foreclosure.                                              

  Application of environmental laws other than CERCLA could also result in
the imposition of liability on lenders for costs associated with environmental  
hazards. The most significant of these other laws is the Resource Conservation  
and Recovery Act of 1976, as amended ("RCRA"), and state regulatory programs    
implemented thereunder. Subtitle I of RCRA imposes cleanup liabilities on owners
or operators of underground storage tanks. Some states also impose similar      
liabilities on owners and operators of aboveground storage tanks. The definition
of "owner" under RCRA Subtitle I contains a security interest exemption         
substantially the same as to the CERCLA security interest exemption. However, as
with CERCLA costs, it is possible that such costs, if imposed in connection with
a mortgage loan included as part of the collateral, could become a liability of 
the trust in certain circumstances.                                             

At the time the mortgage loans were originated, it is possible that no
environmental assessment or a very limited environmental assessment of the      
related mortgaged properties was conducted. No representations or warranties are
made by the trust or the seller as to the absence or effect of hazardous wastes 
or hazardous substances on any of the related mortgaged properties. In addition,
none of the Master Servicer, any sub-servicer nor any other party have made any 
representations or warranties or assumed any liability with respect to the      
absence or effect of hazardous wastes or hazardous substances on any mortgaged  
property or any casualty resulting from the presence or effect of hazardous     
wastes or hazardous substances on any mortgaged property, and any loss or       
liability resulting from the presence or effect of such hazardous wastes or     
hazardous substances will reduce the amounts otherwise available to pay your    
certificates.                                                                   

  Traditionally, many residential mortgage lenders have not taken steps to
evaluate whether contaminants are present with respect to any mortgaged property
prior to the origination of the mortgage loan or prior to foreclosure or        
accepting a deed-in-lieu of foreclosure. Accordingly, we have not made and      

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will not make such evaluations prior to the origination of the mortgage loans.  
Neither we, the Master Servicer nor any sub-servicer will be required by any    
agreement to undertake any such evaluation prior to foreclosure or accepting a  
deed-in-lieu of foreclosure. We do not make any representations or warranties or
assume any liability with respect to the absence or effect of contaminants on   
any related real property or any casualty resulting from the presence or effect 
of contaminants. However, we will not be obligated to foreclose on related real 
property or accept a deed-in-lieu of foreclosure if it knows or reasonably      
believes that there are material contaminated conditions on such property. A    
failure so to foreclose may reduce the amounts otherwise available to either    
noteholders or certificateholders of the related series of securities.          

Notwithstanding anything to the contrary contained in the pooling and 
servicing agreement or master servicing agreement, in connection with a         
foreclosure or acceptance of a deed-in-lieu of foreclosure, in the event the    
Master Servicer or any sub-servicer have reasonable cause to believe that a     
mortgaged property is contaminated by hazardous or toxic substances or wastes,  
or if the trustee otherwise requests an environmental inspection or review of   
such mortgaged property, such an inspection or review is to be conducted by a   
qualified inspector. The cost for such inspection or review shall be borne by   
the trust. Upon completion of the inspection or review, the Master Servicer or  
the applicable sub-servicer will promptly provide the trustee with a written    
report of the environmental inspection.                                         

   After reviewing the environmental inspection report, the Master Servicer,
or any applicable sub-servicer, shall determine how to proceed with respect to  
the mortgaged property. In the event the environmental inspection report        
indicates that the mortgaged property is contaminated by hazardous or toxic     
substances or wastes, and the Master Servicer, or the related sub-servicer,     
proceeds with foreclosure or acceptance of a deed in lieu of foreclosure, the   
Master Servicer, or the related sub-servicer, shall be reimbursed for all       
reasonable costs associated with such foreclosure or acceptance of a            
deed-in-lieu of foreclosure and any related environmental clean-up costs, as    
applicable, from any proceeds from liquidation, or if these proceeds are        
insufficient to fully reimburse the Master Servicer, or the related             
sub-servicer, such Master Servicer or sub-servicer, as applicable shall be      
entitled to be reimbursed from amounts in the collection account. In the event  
the Master Servicer, or any related sub-servicer determines not to proceed with 
foreclosure or acceptance of a deed in lieu of foreclosure, the Master Servicer 
or sub-servicer, as applicable, shall be reimbursed for all advances the Master 
Servicer or sub-servicer made with respect to the related mortgaged property    
from the collection account.                                                    

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS                       

Federal law provides that property purchased or improved with assets  
derived from criminal activity or otherwise tainted, or used in the commission  
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,  
among others, violations of the Racketeer Influenced and Corrupt Organizations  
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,      
including the USA Patriot Act of 2001 and the regulations issued pursuant to    
that Act, as well as the narcotic drug laws. In many instances, the United      
States may seize the property even before a conviction occurs.                  

    In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that: (i) its mortgage was executed and 
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before the commission of any
other crime upon which the forfeiture is based, or (ii) the lender, at the time 
of the execution of the mortgage, was reasonably without cause to believe that  
the property was subject to forfeiture. However, there is no assurance that such
a defense will be successful.                                                   

OTHER LEGAL CONSIDERATIONS                                                      

The mortgage loans are also subject to federal laws, including: (i)   
Regulation Z, which requires certain disclosures to the borrowers regarding the 
terms of the mortgage loans; (ii) the Equal Credit Opportunity Act and          
Regulation B promulgated under such Act, which prohibit discrimination on the   
basis of age, race, color, sex, religion, marital status, national origin,      
receipt of public assistance or the exercise                                    

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of any right under the Consumer Credit Protection Act, in the extension of      
credit; and (iii) the Fair Credit Reporting Act, which regulates the use and    
reporting of information related to the borrower's credit experience. Violations
of certain provisions of these federal laws may limit the ability of persons to 
collect all or part of the principal of or interest on the mortgage loans and in
addition could subject certain persons to damages and administrative            
enforcement.                                                                    

 FEDERAL INCOME TAX CONSEQUENCES

GENERAL                                                                         

     The following summary was prepared by Cadwalader, Wickersham & Taft LLP and
has been reviewed by such other counsel as may be identified in the related     
prospectus supplement. It is intended to present a summary of the material      
federal income tax consequences of the purchase, ownership, and disposition of  
the various types of securities that may be offered by this prospectus and a    
related prospectus supplement. This summary is based upon laws, regulations,    
rulings, and decisions now in effect, all of which are subject to change, in    
some instances, retroactively.                                                  

This summary does not purport to deal with the federal income tax     
consequences that may affect particular investors that result from their        
individual circumstances, or with certain categories of investors that are given
special treatment under the federal income tax laws, such as banks, insurance   
companies, thrift institutions, tax-exempt organizations, foreign investors,    
certain regulated entities (such as regulated investment companies ("RICS")),   
real estate investment trusts ("REITS"), investment companies, and certain other
organizations to which special rules apply. This summary focuses primarily on   
investors who will hold the securities as capital assets, and not as part of a  
hedge, straddle, or conversion transaction. In addition, this summary does not  
describe any tax consequences arising under the laws of any state, locality, or 
taxing jurisdiction other than the United States of America.                    

No currently effective regulations or other guidance has been issued  
concerning certain provisions of the Code, or certain issues relevant to such   
provisions that may affect investors in certain of the securities (for example, 
the provisions dealing with market discount and stripped debt securities), and  
the regulations that do exist under other provisions of the Internal Revenue    
Code of 1986, as amended (the "CODE") (such as the REMIC provisions and the     
original issue discount ("OID") provisions) do not address all potentially      
relevant issues. Hence, definitive guidance cannot be provided regarding many   
aspects of the tax treatment of securityholders, particularly residual          
securityholders. Moreover, this summary and the opinions referred to below are  
based on current law, and there can be no assurance that the Internal Revenue   
Service (the "IRS") will not take positions that would be materially adverse to 
investors.                                                                      

    You should consult your own tax advisor in determining the federal, state,
foreign, and any other tax consequences to you of the purchase, ownership, and  
disposition of the securities.                                                  

The following summary generally refers to the beneficial owners of    
securities as "holders" or "certificateholders," although in general, the       
investors will be the beneficial, but not the registered, holders of the        
securities.                                                                     

Many aspects of the federal income tax treatment of securities issued 
pursuant to a prospectus supplement will depend on whether an election is made  
to treat the relevant pool of assets as a REMIC. Each prospectus supplement will
indicate whether a REMIC election or elections will be made for the relevant    
series or a portion of the series.                                              

   If a series of securities includes exchangeable securities, each class of
exchangeable securities will represent beneficial ownership of one or more      
interests in one or more REMIC regular interests. The related prospectus        
supplement will specify whether each class of exchangeable securities represents
a proportionate or disproportionate interest in each underlying REMIC regular   
interest. The exchangeable securities will be created, sold and administered    
pursuant to an arrangement that will be treated as a grantor trust under subpart
E, part I of subchapter J of the Code. The tax treatment of exchangeable        
securities is discussed under "--Tax Treatment of Exchangeable Securities"      
below.                                                                          

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     For each series, Cadwalader, Wickersham & Taft LLP or such other counsel to
the seller as specified in the related prospectus supplement ("TAX COUNSEL")    
will deliver a separate opinion generally to the effect that, assuming timely   
filing of a REMIC election, if applicable, compliance with applicable documents,
the correctness of representations and warranties, and in some instances, other 
information provided to Tax Counsel, one or more trusts or pools of assets will 
qualify as (i) one or more REMICs, (ii) one or more grantor trust under subpart 
E, Part I of subchapter J of the Code that will issue securities ("GRANTOR TRUST
SECURITIES"), (iii) a trust treated as a partnership for federal income tax     
purposes that will issue securities ("OWNER TRUST SECURITIES"), or (iv) a trust 
treated either as a partnership or a disregarded entity for federal income tax  
purposes that will issue notes (such notes, the "DEBT SECURITIES"). Those       
opinions will be based on existing law, but there can be no assurance that the  
law will not change or that contrary positions will not be taken by the IRS.    

MISCELLANEOUS ITEMIZED DEDUCTIONS                                               

The Code contains various limitations on the ability of individuals,  
trusts, and estates that own interests in entities that are taxed on a          
pass-though basis (such as holders of REMIC residual interests ("REMIC RESIDUAL 
CERTIFICATES") and interests in a grantor trust) to deduct their respective     
shares of the entity's deductions. Accordingly, such a holder will be entitled  
to deduct such fees and expenses under Section 212 of the Code only to the      
extent that the amount of the fees and expenses, when combined with its other   
miscellaneous itemized deductions for the taxable year in question, exceeds 2%  
of its adjusted gross income. In addition, Code Section 68 provides that the    
amount of itemized deductions otherwise allowable for the taxable year for an   
individual whose adjusted gross income exceeds a specified amount (the          
"APPLICABLE AMOUNT") - will be reduced by the lesser of:                        

    o     the excess of adjusted gross income over the Applicable Amount, or

      o     80% of the amount of itemized deductions otherwise allowable for the
       taxable year for taxable years ending on or before December 31,
       2005, and by a reduced portion of such amount for taxable years
beginning on or after January 1, 2006.                  

     Non-corporate holders of securities also should be aware that miscellaneous
itemized deductions are not deductible for purposes of the AMT. The amount of   
such additional taxable income recognized by holders who are subject to the     
limitations of either Section 67 or Section 68 may be substantial and may reduce
or eliminate the after-tax yield to such holders of an investment in the        
certificates of an affected series.                                             

TAX TREATMENT OF REMIC REGULAR INTERESTS AND OTHER DEBT INSTRUMENTS             

     Payments received by holders of REMIC regular interests generally should be
accorded the same tax treatment under the Code as payments received on other    
taxable debt instruments. Except as described below for OID, market discount or 
premium, interest paid or accrued on REMIC regular interests will be treated as 
ordinary income and a principal payment on these certificates will be treated as
a return of capital to the extent that your basis in the certificate is         
allocable to that payment. Holders of REMIC regular interests must report income
from such interests under an accrual method of accounting, even if they         
otherwise would have used the cash method. The trustee or the Master Servicer   
will report annually to the IRS and to holders of record (which generally will  
not include the beneficial owner of a certificate) the interest paid or accrued 
and OID, if any, accrued on the certificates. The trustee or the Master Servicer
(the "TAX ADMINISTRATOR") will be the party responsible for computing the amount
of OID to be reported to the REMIC regular interest holders each taxable year.  

    To the extent provided in the applicable prospectus supplement, a security
may represent not only the ownership of a REMIC regular interest but also an    
interest in a notional principal contract. This can occur, for instance, if the 
applicable trust agreement provides that the rate of interest payable by the    
REMIC on the regular interest is subject to a cap based on the weighted average 
of the net interest rates payable on the qualified mortgages held by the REMIC. 
In these instances, the trust agreement may provide for a reserve fund that will
be held as part of the trust fund but not as an asset of any REMIC              

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created pursuant to the trust agreement (an "OUTSIDE RESERVE FUND"). The outside
reserve fund would typically be funded from monthly excess cashflow. If the     
interest payments on a regular interest were limited due to the above-described 
cap, payments of any interest shortfall due to application of that cap would be 
made to the regular interest holder to the extent of funds on deposit in the    
outside reserve fund. For federal income tax purposes, payments from the outside
reserve fund will be treated as payments under a notional principal contract    
written by the owner of the outside reserve fund in favor of the regular        
interest holders.                                                               

  Under temporary Treasury regulations, holders of REMIC regular interests
issued by "SINGLE-CLASS REMICS" who are individuals, trusts, estates, or        
pass-through entities in which such investors hold interests may be required to 
recognize certain amounts of income in addition to interest and discount income.
A single-class REMIC, in general, is a REMIC that (i) would be classified as a  
fixed investment or "grantor" trust in the absence of a REMIC election or (ii)  
is substantially similar to a fixed investment trust.                           

Under the temporary regulations, each holder of a regular or residual 
interest in a single-class REMIC is allocated (i) a share of the REMIC's        
expenses that normally would be deductible under Section 212 of the Code, (which
may include servicing and administrative fees and insurance premiums) and (ii) a
corresponding amount of additional income. Consequently, an individual, trust or
estate that holds a regular interest in a single-class REMIC - either directly  
or through a pass-through entity - will, on a net basis, realize income without 
a corresponding receipt or cash or an offsetting deduction from such regular    
interest to the extent that its share of allocable investment expenses, when    
combined with its other miscellaneous itemized deductions for the taxable year, 
fails to exceed 2% of its adjusted gross income. See "--Miscellaneous Itemized  
Deductions" above. Any such additional income will be treated as interest       
income.                                                                         

   In addition, as described above, Code Section 68 provides that the amount
of itemized deductions otherwise allowable for the taxable year for an          
individual whose adjusted gross income exceeds a specified amount will be       
reduced.                                                                        

OID                                                                             

The following discussion of OID applies generally to notes and to     
securities that are REMIC regular interests for federal income tax purposes, or 
other securities that are classified as debt for federal income tax purposes    
(collectively referred to as "DEBT INSTRUMENTS"). Differences in treatment of   
REMIC regular interests from other Debt Instruments are noted where applicable. 

 Certain classes of Debt Instruments of a series may be issued with OID.
Holders of Debt Instruments issued with OID should be aware that they generally 
must include OID in income for federal income tax purposes annually under a     
constant yield accrual method that reflects compounding. In general, OID is     
treated as ordinary income and must be included in income regardless of whether 
the related cash payment (if any) has been received.                            

The amount of OID required to be included in a holder's income in any 
taxable year will be computed in accordance with Section 1272(a)(6) of the Code,
which provides rules for the accrual of OID for certain debt instruments        
("PREPAYABLE OBLIGATIONS"), such as Debt Obligations, that are subject to       
prepayment by reason of prepayments of underlying obligations. Under Section    
1272(a)(6), the amount and rate of accrual of OID on a Prepayable Obligation    
generally is calculated based on (i) a single constant yield to maturity and    
(ii) the prepayment rate assumed in pricing the Prepayable Obligation (the      
"PREPAYMENT ASSUMPTION"). Although regulations exist that govern the accrual of 
OID in general (the "OID REGULATIONS") those regulations do not address Section 
1272(a)(6). Accordingly, absent additional guidance, the Tax Administrator will,
except as otherwise provided in a prospectus supplement, base its computations  
on an interpretation of Section 1272(a)(6), the OID Regulations, and certain    
other guidance. However, there can be no assurance that the methodology         
described below represents the correct manner of calculating OID on the Debt    
Obligations.                                                                    

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  Prospective purchasers should be aware that neither we, the trustee, the
Master Servicer, nor any servicer will make any representation that the mortgage
assets underlying a series will in fact prepay at a rate conforming to the      
applicable Prepayment Assumption or at any other rate.                          

OID is defined as the excess, if any, of a debt instrument's "stated  
redemption price at maturity" (generally, but not always, its principal amount) 
over its "issue price." The issue price of a Debt Instrument generally will     
equal the initial price at which a substantial amount of certificates of the    
same class is sold to the public. A debt instrument's stated redemption price is
the sum of all payments to be made on the instrument other than "qualified      
stated interest" ("QSI"). To be QSI, interest must be unconditionally payable   
(in cash or property other than additional obligations of the issuer):          

o     at least annually; and                                        

     o     at a single fixed rate or certain variable rates set out in the OID
Regulations.                                            

    Under these rules, in general terms, a Debt Instrument will have OID if it
is issued at a significant discount from its principal amount, or if interest:  

o     may be deferred, or                                           

      o     does not accrue at a single fixed rate or certain variable rates set
out in the OID Regulations.                             

     Under a de minimis rule, a Prepayable Obligation will be considered to have
no OID if the amount of OID is less than 0.25% of the certificate's stated      
redemption price at maturity multiplied by its weighted average maturity        
("WAM"), calculated as provided in applicable regulations. A holder will include
de minimis OID in income on a pro rata basis as principal payments on the       
obligation are received or, if earlier, upon disposition of the Debt Instrument.

The holder of a Prepayable Obligation generally must include in gross 
income the sum, for all days during his taxable year on which he holds the      
obligation, of the "daily portions" of the OID on such obligation. In the case  
of an original holder of a Debt Instrument, the daily portions of OID generally 
will be determined by allocating to each day in any accrual period the          
instrument's ratable portion of the excess, if any, of (i) the sum of (a) the   
present value of all payments under the certificate yet to be received as of the
close of such period plus (b) the amount of any payments (other than QSI)       
received on the instrument during such period over (ii) the instrument's        
"adjusted issue price" at the beginning of such period. The present value of    
payments yet to be received on a Prepayable Obligation is computed using the    
pricing prepayment assumptions and the instrument's original yield to maturity -
adjusted to take into account the length of the particular accrual period. The  
adjusted issue price of a Prepayable Instrument at the beginning of the first   
period is its issue price. The adjusted issue price at the beginning of each    
subsequent period is increased by the amount of OID allocable to that period and
reduced by the amount of any payments (other than QSI) received on the          
instrument during that period. Thus, an increased or decreased rate of          
prepayments on a Prepayable Debt Instrument generally will be accompanied by a  
correspondingly increased or decreased rate of recognition of OID by the holder 
of such Debt Instrument.                                                        

  The yield to maturity of a Prepayable Obligation is calculated based on:
(i) the Prepayment Assumption and (ii) in some instances, other contingencies   
not already taken into account under the Prepayment Assumptions that,           
considering all of the facts and circumstances as of the issue date, are more   
likely than not to occur. The Tax Administrator's determination of whether a    
contingency relating to a class of Prepayable Obligations is more likely than   
not to occur is binding on each holder of an obligation of this class unless the
holder explicitly discloses on its federal income tax return that its           
determination of the yield and maturity of the Debt Instrument is different from
that of the Tax Administrator.                                                  

     The Treasury Department proposed regulations on August 24, 2004 that create
a special rule for accruing original issue discount on Debt Instruments         
providing for a delay between record and payment dates, such that the period    
over which original issue discount accrues coincides with the period over which 
the holder's right to interest payment accrues under the governing contract     
provisions rather than                                                          

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over the period between distribution dates. If the proposed regulations are     
adopted in the same form as proposed, taxpayers would be required to accrue     
interest from the issue date to the first record date, but would not be required
to accrue interest after the last record date. The proposed regulations are     
limited to Debt Instruments with delayed payment for periods of fewer than 32   
days. The proposed regulations are proposed to apply to any Debt Instrument     
issued after the date the final regulations are published in the Federal        
Register.                                                                       

     In many cases, the securities will be subject to optional redemption before
their stated maturity dates. For purposes of calculating OID, an optional       
redemption will be presumed to be exercised if, and only if, as of the issue    
date, early redemption would result in an original holder receiving a lower     
yield to maturity of the Debt Instrument than if the Debt Instrument were not   
redeemed early. If such an option is presumed to be exercised under this rule,  
OID, if any, on a Debt Instrument will be accelerated. In determining whether an
option to redeem debt instruments is presumed to be exercised when one or more  
classes of such instruments are issued at a premium, the Tax Administrator will 
take into account all classes of Debt Instruments of the applicable trust that  
are subject to the optional redemption to the extent that they are expected to  
remain outstanding as of the optional redemption date, based on the pricing     
prepayment assumptions. If, determined on a combined weighted average basis, the
certificates of such classes were issued at a premium, the Tax Administrator    
will presume that the option will be exercised. However, the OID Regulations are
unclear as to how the redemption presumption rules should apply to instruments  
such as the certificates, and there can be no assurance that the IRS will agree 
with the Tax Administrator's position.                                          

    If a Debt Instrument issued with OID is subsequently purchased for a price
less or greater than its adjusted issue price, the new holder may have market   
discount (if the price is less) or, if the new holder's acquisition price       
exceeds the adjusted issue price, a reduction of the amount of includible OID in
subsequent periods. Holders should consult their tax advisers regarding the     
computation of such reduction.                                                  

All OID Election. A holder generally may make an All OID Election to  
include in gross income all stated interest, acquisition discount, OID, de      
minimis OID, market discount, and de minimis market discount, and premium that  
accrues on a Debt Instrument under the constant yield method used to account for
OID. To make the All OID Election, the holder of the Debt Instrument must attach
a statement to its timely filed federal income tax return for the taxable year  
in which the holder acquired the certificate. The statement must identify the   
instruments to which the election applies. An All OID Election is irrevocable   
unless the holder obtains the consent of the IRS. If an All OID Election is made
for a debt instrument with market discount or premium, the holder is deemed to  
have made an election to include in income currently the market discount, or to 
amortize the premium under the constant yield method, on all of the holder's    
other debt instruments with market discount or premium, as described in         
"--Market Discount" below. See also "--Amortizable Premium" below.              

  It is not entirely clear how income should be accrued on a REMIC regular
interest, the payments on which consist entirely or primarily of a specified    
nonvarying portion of the interest payable on one or more of the qualified      
mortgages held by the REMIC (an "INTEREST WEIGHTED CERTIFICATE"). Unless and    
until the IRS provides contrary administrative guidance on the income tax       
treatment of an Interest Weighted Certificate, the Tax Administrator will take  
the position that an Interest Weighted Certificate does not bear QSI, and will  
account for the income thereon as described in "--Interest Weighted Certificates
and Non-VRDI Certificates" below.                                               

   In view of the complexities and current uncertainties as to the manner of
inclusion in income of OID on the Debt Instrument, you should consult your tax  
advisor to determine the appropriate amount and method of inclusion in income of
OID on your certificates for federal income tax purposes.                       

     Variable Rate Instruments. A Debt Instrument may pay interest at a variable
rate. A variable rate Debt Instrument that qualifies as a "variable rate debt   
instrument" as that term is defined in the OID Regulations (a "VRDI") will be   
governed by the rules applicable to VRDIs in the OID Regulations. The applicable
prospectus supplement will indicate whether the Tax Administrator intends to    
treat a Debt Instrument as a VRDI.                                              

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All interest payable on a VRDI that provides for stated interest      
unconditionally payable in cash or property at least annually at a single       
qualified floating rate or objective rate (a "SINGLE RATE VRDI") is treated as  
QSI. The amount and accrual of OID on a Single Rate VRDI is determined, in      
general, by converting such VRDI into a hypothetical fixed rate Debt Instrument 
(having a fixed rate equal to the value of the variable rate on the issue date) 
and applying the rules applicable to fixed rate instruments described under     
"--OID" above to such hypothetical fixed rate certificate.                      

    Except as provided below, the OID on a VRDI that is not a Single Rate VRDI
(a "MULTIPLE RATE VRDI") is determined as for a Single Rate VRDI, except that   
fixed rates must be substituted for each variable rate formula. The substituted 
rates are the actual values of the formula on the issue date, except in the case
of a VRDI bearing interest at an objective rate, for which the fixed rate       
substitute is the expected yield of the instrument as of the issue date. For    
purposes of calculation, each variable rate is assumed to remain at its value as
of the issue date. QSI or OID allocable to a particular accrual period for both 
Single Rate and Multiple Rate VRDIs must be increased or decreased if the       
interest actually accrued or paid during such accrual period exceeds or is less 
than the interest assumed to be accrued or paid during such accrual period under
the related hypothetical fixed rate certificate.                                

 The amount and accrual of OID on a Multiple Rate VRDI that provides for
stated interest at either one or more qualified floating rates or at a qualified
inverse floating rate and in addition provides for stated interest at a single  
fixed rate - other than an initial fixed rate that is intended to approximate   
the subsequent variable rate - is determined using the method described above   
for all other Multiple Rate VRDI Certificates except that prior to its          
conversion to a hypothetical equivalent fixed rate certificate, such Multiple   
Rate VRDI Certificate is treated as if it provided for a qualified floating rate
- or a qualified inverse floating rate, rather than the fixed rate. The         
qualified floating rate or qualified inverse floating rate replacing the fixed  
rate must be such that the fair market value of the Multiple Rate VRDI          
Certificate as of its issue date would be approximately the same as the fair    
market value of an otherwise identical debt instrument that provides for the    
qualified floating rate or qualified inverse floating rate, rather than the     
fixed rate.                                                                     

  REMIC regular interests of certain series may accrue interest based on a
weighted average of the interest rates on some or all of the loans or regular   
interests in a second REMIC held subject to the related pooling and master      
servicing agreement (such regular interests, "WEIGHTED AVERAGE CERTIFICATES").  
Although the treatment of such certificates is not entirely clear under the OID 
Regulations, it appears that Weighted Average Certificates bear interest at an  
"objective rate" and can be considered to have qualified stated interest,       
provided that the average value of the rate during the first half of the        
certificate's term is not reasonably expected to be either significantly less   
than or significantly greater than the average value of the rate during the     
final half of the certificate's term (i.e., the rate will not result in a       
significant frontloading or backloading of interest). Until the IRS provides    
contrary administrative guidance on the income tax treatment of Weighted Average
Certificates, or unless otherwise specified in the related prospectus           
supplement, the Tax Administrator intends to account for such certificates as   
described above for VRDI Certificates.                                          

    Interest Weighted Certificates and Non-VRDI Certificates. The treatment of
an Interest Weighted Certificate is unclear under current law. The OID          
Regulations contain provisions (the "CONTINGENT PAYMENT REGULATIONS") that      
address the federal income tax treatment of debt obligations that provide for   
one or more contingent payments ("CONTINGENT PAYMENT OBLIGATIONS"). Under the   
Contingent Payment Regulations, any variable rate debt instrument that is not a 
VRDI is classified as a Contingent Payment Obligation. However, the Contingent  
Payment Regulations, by their terms, do not apply to Prepayable Obligations. In 
the absence of further guidance, the Tax Administrator will account for Interest
Weighted Certificates and other Prepayable Obligations that are Contingent      
Payment Obligations in accordance with a combination of Code Section 1272(a)(6) 
and the accounting methodology described in this paragraph. Income will be      
accrued on such certificates based on a constant yield that is derived from a   
projected payment schedule as of the settlement date. The projected payment     
schedule will take into account the related Prepayment Assumptions and the      
interest payments that are expected to be made on such certificates based on the
value of any relevant indices on the issue date. To the extent that actual      
payments differ from projected payments for a particular taxable year,          
adjustments to interest income will                                             

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be made under applicable regulations. In the case of a Weighted Average         
Certificate, the projected payment schedule will be derived based on the        
assumption that the principal balances of the mortgage assets that collateralize
the certificate pay down pro rata.                                              

   Anti-Abuse Rule. The OID Regulations contain an anti-abuse rule. The rule
provides that if a principal purpose in structuring a debt instrument, engaging 
in a transaction, or applying the OID Regulations is to achieve a result that is
unreasonable in light of the purposes of the applicable statutes, the IRS can   
apply or depart from the OID Regulations as necessary or appropriate to achieve 
a reasonable result. A result is not considered unreasonable under the          
regulations, however, in the absence of a substantial effect on the present     
value of a taxpayer's tax liability.                                            

MARKET DISCOUNT                                                                 

A subsequent purchaser of a Debt Instrument at a discount from its    
outstanding principal amount - or, in the case of a Debt Instrument having OID, 
its adjusted issue price - will acquire such Debt Instrument with "market       
discount." The purchaser generally will be required to recognize the market     
discount - in addition to any OID - as ordinary income. A Debt Instrument will  
not be considered to have market discount if the amount of such market discount 
is de minimis, i.e., less than the product of (i) 0.25% of the remaining        
principal amount or adjusted issue price, as applicable, of such certificate -  
multiplied by (ii) the WAM of the certificate remaining after the date of       
purchase. Market discount generally must be included in income payments other   
than QSI are received, in an amount equal to the lesser of (i) the amount of    
such non-QSI payment received or (ii) the amount of market discount that has    
"accrued," but that has not yet been included in income. The purchaser may make 
a special election, which generally applies to all market discount instruments  
held or acquired by the purchaser in the taxable year of election or thereafter,
to recognize market discount currently on an uncapped accrual basis (the        
"CURRENT RECOGNITION ELECTION"). In addition, a purchaser may make an All OID   
Election with respect to a Debt Instrument purchased with market discount. See  
"--OID--All OID Election" above.                                                

Until the Treasury promulgates applicable regulations, the relevant   
legislative history to the REMIC provisions provides that the purchaser of a    
Debt Instrument with market discount generally may elect to accrue the market   
discount either: (i) on the basis of a constant interest rate; (ii) in the case 
of a Debt Instrument not issued with OID, in the ratio of stated interest       
payable in the relevant period to the total stated interest remaining to be paid
from the beginning of such period; or (iii) in the case of a Debt Instrument    
issued with OID, in the ratio of OID accrued for the relevant period to the     
total remaining OID at the beginning of such period. Regardless of which        
computation method is elected, the Prepayment Assumption must be used to        
calculate the accrual of market discount.                                       

A certificateholder that has acquired any Debt Instrument with market 
discount generally will be required to treat a portion of any gain on a sale or 
exchange of the instrument as ordinary income to the extent of the market       
discount accrued to the date of disposition less any accrued market discount    
previously reported as ordinary income. Moreover, such a holder (unless it has  
made the current accrual election) generally must defer interest deductions     
attributable to any indebtedness incurred or continued to purchase or carry the 
Debt Instrument to the extent that they exceed income on the Debt Instrument.   
Any such deferred interest expense, in general, is allowed as a deduction not   
later than the year in which the related market discount income is recognized.  
Under the Contingent Payment Regulations, a secondary market purchaser of an    
Interest Weighted Certificate or other Contingent Payment Obligation at a       
discount generally would continue to accrue interest and determine adjustments  
on such obligation based on the original projected payment schedule devised by  
the issuer of such certificate. See "--OID--Interest Weighted Certificates and  
Non-VRDI Certificates" above. Such holder would be required, however, to        
allocate the difference between the adjusted issue price of the obligation and  
its basis in the obligation as positive adjustments to the accruals or projected
payments on the certificate over the remaining term of the obligation in a      
manner that is reasonable - e.g., based on a constant yield to maturity.        

  Treasury regulations implementing the market discount rules have not yet
been issued, and uncertainty exists with respect to many aspects of those rules.

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AMORTIZABLE PREMIUM                                                             

     A purchaser of a Debt Instrument at a premium over its principal amount may
elect to amortize such premium under a constant yield method that reflects      
compounding based on the interval between payments on the instrument. The       
applicable legislative history indicates that premium is to be accrued in the   
same manner as market discount; accordingly, the accrual of such premium will be
calculated using the Prepayment Assumption. Amortized premium generally would be
treated as an offset to interest income on a Debt Instrument and not as a       
separate deduction item. Any election to amortize premium will apply to all     
taxable debt instruments held by the holder at the beginning of the taxable year
in which the election is made, and to all taxable debt instruments acquired     
thereafter by such holder, and will be irrevocable without the consent of the   
IRS. Purchasers who pay a premium for a debt instrument should consult their tax
advisors regarding the election to amortize premium and the method to be        
employed.                                                                       

     In cases where premium must be amortized on the basis of the price and date
of an optional redemption, the certificate will be treated as having matured on 
the redemption date for the redemption price and then having been reissued on   
that date for that price. Any premium remaining on the certificate at the time  
of the deemed reissuance will be amortized on the basis of (i) the original     
principal amount and maturity date or (ii) the price and date of any succeeding 
optional redemption, under the principles described above.                      

     Under the Contingent Payment Regulations, a secondary market purchaser of a
Non-VRDI Certificate or an Interest Weighted Certificate at a premium generally 
would continue to accrue interest and determine adjustments on such certificate 
based on the original projected payment schedule devised by the issuer of such  
certificate. See "--OID" above. The holder of such a certificate would allocate 
the difference between its basis in the certificate and the adjusted issue price
of the certificate as negative adjustments to the accruals or projected payments
on the certificate over the remaining term of the certificate in a manner that  
is reasonable - e.g., based on a constant yield to maturity.                    

CONSEQUENCES OF REALIZED LOSSES                                                 

   Under Section 166 of the Code, both corporate holders of Debt Instruments
and noncorporate holders that acquire Debt Instruments in connection with a     
trade or business should be allowed to deduct, as ordinary losses, any losses   
sustained during a taxable year in which such instruments become wholly or      
partially worthless as the result of one or more Realized Losses on the         
underlying assets. However, a noncorporate holder that does not acquire a Debt  
Instrument in connection with its trade or business will not be entitled to     
deduct a loss under Code Section 166 until such instrument becomes wholly       
worthless - i.e., until its outstanding principal balance has been reduced to   
zero, and the loss will be characterized as short-term capital loss. However,   
the character and timing of any losses may be governed by Code Section 165(g)   
relating to worthless securities rather than by Code Section 166 if the Debt    
Instruments are considered issued by a corporation. This could occur, for       
example, if the issuing trust were disregarded as separate from a single holder 
of the equity interest in the trust that was a corporation.                     

 Each holder of a Debt Instrument will be required to accrue OID on such
instrument without giving effect to any reduction in distributions attributable 
to a default or delinquency on the underlying assets until a Realized Loss is   
allocated to such Debt Instrument or until such earlier time as it can be       
established that any such reduction ultimately will not be recoverable. As a    
result, the amount of OID reported in any period by the holder of a Debt        
Instrument could exceed significantly the amount of economic income actually    
realized by the holder in such period. Although the holder of a Debt Instrument 
eventually will recognize a loss or a reduction in income attributable to       
previously included OID that, as a result of a realized loss, ultimately will   
not be realized, the law is unclear with respect to the timing and character of 
such loss or reduction in income. Accordingly, you should consult with your tax 
advisor with respect to the federal income tax consequences of Realized Losses  
attributable to OID.                                                            

GAIN OR LOSS ON DISPOSITION                                                     

    If a Debt Instrument is sold, the holder will recognize gain or loss equal
to the difference between the amount realized on the sale and his adjusted basis
in the certificate. The adjusted basis of a Debt                                

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Instrument generally will equal the cost of the instrument to the holder,       
increased by any OID or market discount previously includible in the holder's   
gross income, and reduced by the portion of the basis of the debt instrument    
allocable to payments thereon, other than QSI, previously received by the holder
and by any amortized premium. Similarly, a holder who receives a scheduled or   
prepaid principal payment on a Debt Instrument will recognize gain or loss equal
to the difference between the amount of the payment and the allocable portion of
his adjusted basis in the certificate. Except to the extent that the market     
discount rules apply and except as provided below, any gain or loss on the sale 
or other disposition Debt Instrument generally will be capital gain or loss.    
Such gain or loss will be long-term gain or loss if the certificate is held as a
capital asset for more than 12 months.                                          

    Gain from the disposition of a REMIC regular interest that otherwise would
be capital gain will be treated as ordinary income to the extent that the amount
actually includible in income with respect to the certificate by the            
certificateholder during his holding period is less than the amount that would  
have been includible in income if the yield on that certificate during the      
holding period had been 110% of the "applicable federal rate" as of the date    
that the holder acquired the certificate. Although the legislative history to   
the 1986 Act indicates that the portion of the gain from disposition of a REMIC 
regular interest that will be recharacterized as ordinary income is limited to  
the amount of OID, if any, on the certificate that was not previously includible
in income, the applicable Code provision contains no such limitation; further,  
the Prepayable Obligation rules indicate that all OID, including OID not yet    
accrued, on a Prepayable Obligation would be treated as ordinary income.        

A portion of any gain from the sale of a Debt Obligation that might   
otherwise be capital gain may be treated as ordinary income to the extent that  
such certificate is held as part of a "conversion transaction" within the       
meaning of Section 1258 of the Code. A conversion transaction generally is one  
in which the taxpayer has taken two or more positions in property that reduce or
eliminate market risk, if substantially all of the taxpayer's return is         
attributable to the time value of the taxpayer's net investment in such         
transaction. The amount of gain realized in a conversion transaction that is    
recharacterized as ordinary income generally will not exceed the amount of      
interest that would have accrued on the taxpayer's net investment at 120% of the
appropriate "applicable federal rate," which rate is computed and published     
monthly by the IRS, at the time the taxpayer entered into the conversion        
transaction, subject to appropriate reduction for prior inclusion of interest   
and other ordinary income from the transaction.                                 

TAX TREATMENT OF EXCHANGEABLE SECURITIES                                        

     Exchangeable Securities Representing Proportionate Interests in Two or More
REMIC Regular Interests. The related prospectus supplement for a series will    
specify whether an exchangeable security represents beneficial ownership of a   
proportionate interest in each REMIC regular interest corresponding to that     
exchangeable security. Each beneficial owner of such an exchangeable security   
should account for its ownership interest in each REMIC regular interest        
underlying that exchangeable security as described under "--Tax Treatment of    
REMIC Regular Interests and Other Debt Instruments." If a beneficial owner of an
exchangeable security acquires an interest in two or more underlying REMIC      
regular interests other than in an exchange described under "Description of the 
Securities--Exchangeable Securities" in this prospectus, the beneficial owner   
must allocate its cost to acquire that exchangeable security among the related  
underlying REMIC regular interests in proportion to their relative fair market  
values at the time of acquisition. When such a beneficial owner sells the       
exchangeable security, the owner must allocate the sale proceeds among the      
underlying REMIC regular interests in proportion to their relative fair market  
values at the time of sale.                                                     

  Under the OID Regulations, if two or more debt instruments are issued in
connection with the same transaction or related transaction (determined based on
all the facts and circumstances), those debt instruments are treated as a single
debt instrument for purposes of the provisions of the Code applicable to OID,   
unless an exception applies. Under this rule, if an exchangeable security       
represents beneficial ownership of two or more REMIC regular interests, those   
REMIC regular interests could be treated as a single debt instrument for OID    
purposes. In addition, if the two or more REMIC regular interests underlying an 
exchangeable security were aggregated for OID purposes and a beneficial owner of
an exchangeable security were to (i) exchange that exchangeable security for the
related underlying REMIC                                                        

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regular interests, (ii) sell one of those related REMIC regular interests and   
(iii) retain one or more of the remaining related REMIC regular interests, the  
beneficial owner might be treated as having engaged in a "coupon stripping" or  
"bond stripping" transaction within the meaning of Section 1286 of the Code.    
Under Section 1286 of the Code, a beneficial owner of an exchangeable security  
that engages in a coupon stripping or bond stripping transaction must allocate  
its basis in the original exchangeable security between the related underlying  
REMIC regular interests sold and the related REMIC regular interests retained in
proportion to their relative fair market values as of the date of the stripping 
transaction. The beneficial owner then must recognize gain or loss on the REMIC 
regular interests sold using its basis allocable to those REMIC regular         
interests. Also, the beneficial owner then must treat the REMIC regular         
interests underlying the exchangeable securities retained as a newly issued debt
instrument that was purchased for an amount equal to the beneficial owner's     
basis allocable to those REMIC regular interests. Accordingly, the beneficial   
owner must accrue interest and OID with respect to the REMIC regular interests  
retained based on the beneficial owner's basis in those REMIC regular interests.

As a result, when compared to treating each REMIC regular interest    
underlying an exchangeable security as a separate debt instrument, aggregating  
the REMIC regular interests underlying an exchangeable security could affect the
timing and character of income recognized by a beneficial owner of an           
exchangeable security. Moreover, if Section 1286 of the Code were to apply to a 
beneficial owner of an exchangeable security, much of the information necessary 
to perform the related calculations for information reporting purposes generally
would not be available to the trustee. Because it may not be clear whether the  
aggregation rule in the OID Regulations applies to the exchangeable securities  
and due to the trustee's lack of information necessary to report computations   
that might be required by Section 1286 of the Code, the trustee will treat each 
REMIC regular interest underlying an exchangeable security as a separate debt   
instrument for information reporting purposes. Prospective investors should note
that, if the two or more REMIC regular interests underlying an exchangeable     
security were aggregated, the timing of accruals of OID applicable to an        
exchangeable security could be different than that reported to holders and the  
IRS. Prospective investors are advised to consult their own tax advisors        
regarding any possible tax consequences to them if the IRS were to assert that  
the REMIC regular interests underlying the exchangeable securities should be    
aggregated for OID purposes.                                                    

  Exchangeable Securities Representing Disproportionate Interests in REMIC
Regular Interests. The related prospectus supplement for a series will specify  
whether an exchangeable security represents beneficial ownership of a           
disproportionate interest in the REMIC regular interest corresponding to that   
exchangeable security. The tax consequences to a beneficial owner of an         
exchangeable security of this type will be determined under Section 1286 of the 
Code, except as discussed below. Under Section 1286 of the Code, a beneficial   
owner of an exchangeable security will be treated as owning "stripped bonds" to 
the extent of its share of principal payments and "stripped coupons" to the     
extent of its share of interest payment on the underlying REMIC regular         
interests. If an exchangeable security entitles the holder to payments of       
principal and interest on an underlying REMIC regular interest, the IRS could   
contend that the exchangeable security should be treated (i) as an interest in  
the underlying REMIC regular interest to the extent that the exchangeable       
security represents an equal pro rata portion of principal and interest on the  
underlying REMIC regular interest, and (ii) with respect to the remainder, as an
installment obligation consisting of "stripped bonds" to the extent of its share
of principal payments or "stripped coupons" to the extent of its share of       
interest payments. For purposes of information reporting, however, each         
exchangeable security will be treated as a single debt instrument, regardless of
whether it entitles the holder to payments of principal and interest.           

  Under Section 1286 of the Code, each beneficial owner of an exchangeable
security must treat the exchangeable security as a debt instrument originally   
issued on the date the owner acquires it and as having OID equal to the excess, 
if any, of its "stated redemption price at maturity" over the price paid by the 
owner to acquire it. The stated redemption price at maturity for an exchangeable
security is determined in the same manner as described with respect to REMIC    
regular interests under "--OID."                                                

     If the exchangeable security has OID, the beneficial owner must include the
OID in its ordinary income for federal income tax purposes as the OID accrues,  
which may be prior to the receipt of the cash attributable to that income.      
Although the matter is not entirely clear, a beneficial owner should accrue OID 

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using a method similar to that described with respect to the accrual of OID on a
REMIC regular interest under "--OID." A beneficial owner, however, determines   
its yield to maturity based on its purchase price. For a particular beneficial  
owner, it is not clear whether the prepayment assumption used for calculating   
OID would be one determined at the time the exchangeable security is acquired or
would be the prepayment assumption for the underlying REMIC regular interests.  

     In light of the application of Section 1286 of the Code, a beneficial owner
of an exchangeable security generally will be required to compute accruals of   
OID based on its yield, possibly taking into account its own prepayment         
assumption. The information necessary to perform the related calculations for   
information reporting purposes, however, generally will not be available to the 
trustee. Accordingly, any information reporting provided by the trustee with    
respect to the exchangeable securities, which information will be based on      
pricing information as of the closing date, will largely fail to reflect the    
accurate accruals of OID for these certificates. Prospective investors therefore
should be aware that the timing of accruals of OID applicable to an exchangeable
security generally will be different than that reported to holders and the IRS. 
Prospective investors are advised to consult their own tax advisors regarding   
their obligation to compute and include in income the correct amount of OID     
accruals and any possible tax consequences should they fail to do so.           

    The rules of Section 1286 of the Code also apply if (i) a beneficial owner
of REMIC regular interests exchanges them for an exchangeable security, (ii) the
beneficial owner sells some, but not all, of the exchangeable securities, and   
(iii) the combination of retained exchangeable securities cannot be exchanged   
for the related REMIC regular interests. As of the date of such a sale, the     
beneficial owner must allocate its basis in the REMIC regular interests between 
the part of the REMIC regular interests underlying the exchangeable securities  
sold and the part of the REMIC regular interests underlying the exchangeable    
securities retained in proportion to their relative fair market values. Section 
1286 of the Code treats the beneficial owner as purchasing the exchangeable     
securities retained for the amount of the basis allocated to the retained       
exchangeable securities, and the beneficial owner must then accrue any OID with 
respect to the retained exchangeable securities as described above. Section 1286
of the Code does not apply, however, if a beneficial owner exchanges REMIC      
regular interests for the related exchangeable securities and retains all the   
exchangeable securities, see "--Treatment of Exchanges" below.                  

    Upon the sale of an exchangeable security, a beneficial owner will realize
gain or loss on the sale in an amount equal to the difference between the amount
realized and its adjusted basis in the exchangeable security. The owner's       
adjusted basis generally is equal to the owner's cost of the exchangeable       
security (or portion of the cost of REMIC regular interests allocable to the    
exchangeable security), increased by income previously included, and reduced    
(but not below zero) by distributions previously received and by any amortized  
premium. If the beneficial owner holds the exchangeable security as a capital   
asset, any gain or loss realized will be capital gain or loss, except to the    
extent provided under "--Gain or Loss on Disposition."                          

    Although the matter is not free from doubt, if a beneficial owner acquires
in one transaction (other than an exchange described under "--Treatment of      
Exchanges" below) a combination of exchangeable securities that may be exchanged
for underlying REMIC regular interests, the owner should be treated as owning   
the underlying REMIC regular interests, in which case Section 1286 of the Code  
would not apply. If a beneficial owner acquires such a combination in separate  
transactions, the law is unclear as to whether the combination should be        
aggregated or each exchangeable security should be treated as a separate debt   
instrument. You should consult your tax advisors regarding the proper treatment 
of exchangeable securities in this regard.                                      

    It is not clear whether exchangeable securities subject to Section 1286 of
the Code will be treated as assets described in Section 7701 (a)(19)(C) of the  
Code or as "real estate assets" under Section 856(c)(5)(B) of the Code. In      
addition, it is not clear whether the interest or OID derived from such an      
exchangeable security will be interest on obligations secured by interests in   
real property for purposes of Section 856(c)(3) of the Code. You should consult 
your tax advisors regarding the proper treatment of exchangeable securities     
under these provisions of the Code.                                             

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   Treatment of Exchanges. If a beneficial owner of one or more exchangeable
securities exchanges them for the related exchangeable securities in the manner 
described under "Description of the Securities--Exchangeable Securities" in this
prospectus, the exchange will not be taxable. In such a case, the beneficial    
owner will be treated as continuing to own after the exchange the same          
combination of interests in each related underlying REMIC regular interest that 
it owned immediately prior to the exchange.                                     

TAXATION OF CERTAIN FOREIGN HOLDERS OF DEBT INSTRUMENTS                         

 REMIC Regular Interests and other Debt Instruments. Interest, including
OID, paid on a Debt Instrument to a nonresident alien individual, foreign       
corporation, or other non-United States person (a "FOREIGN PERSON") generally   
will be treated as "portfolio interest" and, therefore, will not be subject to  
any United States withholding tax, provided that (i) such interest is not       
effectively connected with a trade or business in the United States of the      
certificateholder, (ii) the trustee or other person who would otherwise be      
required to withhold tax is provided with appropriate certification on Form     
W-8BEN that the beneficial owner of the certificate is a foreign person         
("FOREIGN PERSON CERTIFICATION") (iii) the foreign person is not a 10%          
shareholder within the meaning of Section 871(h)(3)(B) of the Code or a         
controlled foreign corporation as described under Section 881(c)(3)(C) of the   
Code, and (iv) the foreign person is not a bank receiving interest on a loan    
made in the ordinary course of business, and (v) the interest is not            
"contingent" as provided in Section 861(h)(4). If the holder fails to meet the  
conditions listed above, interest, including OID, paid on the holders' Debt     
Instruments may be subject to either a 30% withholding tax or backup withholding
at a rate of 28%, increasing to 31% after 2010. The 30% withholding tax may be  
subject to a reduction or elimination under an applicable tax treaty if you     
certify you are the beneficiary of such a tax treaty on Form W-8BEN. Further,   
the withholding tax may not apply if your interest, including OID, is           
effectively connected with your conduct of a trade or business in the United    
States and if you certify this on Form W-8ECI. See "--Backup Withholding" below.

  The 30% withholding tax will apply if IRS determines that withholding is
required in order to prevent tax evasion by United States persons.              

   In the case of Debt Instruments other than REMIC regular interests (which
generally cannot be issued with contingent interest) certain types of interest  
based on the profits, sales, or similar items of the issuer are not eligible for
portfolio interest treatment, and accordingly would be subject to withholding.  
Any such interest will be discussed in the applicable prospectus supplement.    

   Effective for payments made after December 31, 2000, any foreign investor
that invokes the protection of an income tax treaty with respect to United      
States withholding tax generally will be required to obtain a taxpayer          
identification number from the IRS in advance and provide verification that such
investor is entitled to the protection of the relevant income tax treaty.       
Foreign tax-exempt investors generally will be required to provide verification 
of their tax-exempt status. Foreign investors are urged to consult their tax    
advisors with respect to these new withholding rules.                           

BACKUP WITHHOLDING                                                              

     Under federal income tax law, a certificateholder may be subject to "backup
withholding" under certain circumstances. Backup withholding may apply to a     
certificateholder who is a United States person if the certificateholder, among 
other things, (i) fails to furnish his social security number or other taxpayer 
identification number ("TIN") to the trustee, (ii) furnishes the trustee an     
incorrect TIN, (iii) fails to report properly interest and dividends, or (iv)   
under certain circumstances, fails to provide the trustee or the                
certificateholder's certificates broker with a certified statement, signed under
penalties of perjury, that the TIN provided to the trustee is correct and that  
the certificateholder is not subject to backup withholding. Backup withholding  
may apply, under certain circumstances, to a certificateholder who is a foreign 
person if the certificateholder fails to provide the trustee or the             
certificateholder's certificates broker with a foreign person certification.    
Backup withholding applies to "reportable payments," which include interest     
payments and principal payments to the extent of accrued OID, as well as        
distributions of proceeds from the sale of REMIC regular interests or REMIC     
Residual Certificates. The backup                                               

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withholding rate is currently 28%, increasing to 31% after 2010. Backup         
withholding, however, does not apply to payments on a certificate made to       
certain exempt recipients, such as tax-exempt organizations, and to certain     
foreign persons. You should consult your tax advisors for additional information
concerning the potential application of backup withholding to payments received 
by you with respect to a certificate.                                           

REPORTING AND TAX ADMINISTRATION                                                

    REMIC Regular Interests. Reports will be made at least annually to holders
of record of REMIC regular interests, other than those with respect to whom     
reporting is not required, and to the IRS as may be required by statute,        
regulation, or administrative ruling with respect to (i) interest paid or       
accrued on the certificates, (ii) OID, if any, accrued on the certificates, and 
(iii) information necessary to compute the accrual of any market discount or the
amortization of any premium on the certificates.                                

 Residual Certificates. For purposes of federal income tax reporting and
administration, a REMIC of a series generally will be treated as a partnership, 
and the related Residual Certificateholders as its partners. A REMIC of a series
will file an annual return on Form 1066 and will be responsible for providing   
information to Residual Certificateholders sufficient to enable them to report  
properly their shares of the REMIC's taxable income or loss, although it is     
anticipated that such information actually will be supplied by the trustee or   
the Master Servicer. The REMIC Regulations require reports to be made by a REMIC
to its Residual Certificateholders each calendar quarter in order to permit such
securityholders to compute their taxable income accurately. A person that holds 
a Residual Certificate as a nominee for another person is required to furnish   
those quarterly reports to the person for whom it is a nominee within 30 days of
receiving such reports. A REMIC is required to file all such quarterly reports  
for a taxable year with the IRS as an attachment to the REMIC's income tax      
return for that year. As required by the Code, a REMIC of a series' taxable year
will be the calendar year.                                                      

    Residual Certificateholders should be aware that their responsibilities as
holders of the residual interest in a REMIC, including the duty to account for  
their shares of the REMIC's income or loss on their returns, continue for the   
life of the REMIC, even after the principal and interest on their Residual      
Certificates have been paid in full.                                            

    A Residual Certificateholder will be designated as the REMIC's tax matters
person ("TMP"). The TMP generally has responsibility for overseeing and         
providing notice to the other Residual Certificateholders of certain            
administrative and judicial proceedings regarding the REMIC's tax affairs,      
although other holders of the Residual Certificates of the same series would be 
able to participate in such proceedings in appropriate circumstances. We, the   
Master Servicer or an affiliate of either will acquire a portion of the residual
interest in each REMIC of a series in order to permit it to be designated as TMP
for the REMIC or will obtain from the Residual Certificateholders an irrevocable
appointment to perform the functions of the REMIC's TMP and will prepare and    
file the REMIC's federal and state income tax and information returns.          

     Treasury regulations provide that a holder of a Residual Certificate is not
required to treat items on its return consistently with their treatment on the  
REMIC's return if a holder owns 100% of the Residual Certificates for the entire
calendar year. Otherwise, each holder of a Residual Certificate is required to  
treat items on its returns consistently with their treatment on the REMIC's     
return, unless the holder of a Residual Certificate either files a statement    
identifying the inconsistency or establishes that the inconsistency resulted    
from incorrect information received from the REMIC. The IRS may assess a        
deficiency resulting from a failure to comply with the consistency requirement  
without instituting an administrative proceeding at the REMIC level. Any person 
that holds a Residual Certificate as a nominee for another person may be        
required to furnish the REMIC, in a manner to be provided in Treasury           
regulations, with the name and address of such person and other specified       
information.                                                                    

TAX TREATMENT OF REMIC RESIDUAL INTERESTS                                       

   Overview. A REMIC is treated for federal income tax purposes as an entity
separate from its owners, and the residual interest is treated as its equity. In
a manner similar to that employed in the taxation of                            

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partnerships, REMIC taxable income or loss will be determined at the REMIC      
level, but passed through to the Residual Certificateholders.                   

A portion of the income of Residual Certificateholders in REMICs of a 
certain series, known as "EXCESS INCLUSION INCOME" will be treated unfavorably  
in three contexts: (i) it may not be offset by current or net operating loss    
deductions; (ii) it will be considered unrelated business taxable income        
("UBTI") to tax-exempt entities; and (iii) it is ineligible for any statutory or
treaty reduction in the 30% withholding tax that may otherwise available to a   
foreign Residual Certificateholder.                                             

  Taxation of Residual Certificateholders. Each Residual Certificateholder
will report its pro rata share of REMIC taxable income or loss for each day     
during its taxable year on which it holds the Residual Certificate on its own   
federal income tax return. Income realized by a Residual Certificateholder will 
be characterized as ordinary income or loss. Prospective investors should be    
aware that, because of the way in which REMIC taxable income is calculated, a   
Residual Certificateholder may recognize "phantom" income - i.e., income        
recognized for tax purposes in excess of income as determined under financial   
accounting or economic principles - which will be matched in later years by a   
corresponding tax loss or reduction in taxable income, but which could lower the
yield (if any) to Residual Certificateholders due to the lower present value of 
such loss or reduction.                                                         

     A REMIC generally determines its taxable income or loss in a manner similar
to that of an individual using a calendar year and the accrual method of        
accounting. REMIC taxable income or loss will be characterized as ordinary      
income or loss and will consist of the REMIC's gross income, including interest,
OID, and market discount income, if any, on the REMIC's assets, including       
temporary cash flow investments, premium amortization on the REMIC regular      
interests, income from foreclosure property, and any cancellation of            
indebtedness income due to the allocation of realized losses to REMIC regular   
interests, reduced by the REMIC's deductions, including deductions for interest 
and OID expense on the REMIC regular interests, premium amortization and        
servicing fees on such assets, the administration expenses of the REMIC and the 
REMIC regular interests, any tax imposed on the REMIC's income from foreclosure 
property, and any bad debt deductions on the mortgage assets. However, the REMIC
may not take into account any items allocable to a "prohibited transaction." See
"--REMIC-Level Taxes" below.                                                    

The amount of the REMIC's net loss that may be deducted by a residual 
holder is limited to such holder's adjusted basis in the residual interest as of
the end of the relevant taxable year, or the time of disposition of the residual
interest, if earlier. A residual holder's basis in its Residual Certificate     
initially is equal to the purchase price, and thereafter is increased by the    
amount of taxable income recognized from the residual interest and decreased,   
but not below zero, by the amount of distributions made and the amount of net   
losses recognized with respect to that certificate. The amount of the loss      
allocable to a Residual Certificateholder that is disallowed under the basis    
limitation may be carried forward indefinitely, but may be used only to offset  
income from the same REMIC.                                                     

The ability of Residual Certificateholders to deduct net losses may be
subject to additional limitations under other provisions of the Code. A         
distribution on a Residual Certificate is treated as a non-taxable return of    
capital up to the amount of the Residual Certificateholder's adjusted basis in  
his Residual Certificate. If a distribution exceeds the adjusted basis of the   
Residual Certificate, the excess is treated as gain from the sale of such       
Residual Certificate.                                                           

   Timing differences may arise between the REMIC's income and corresponding
deductions, creating "phantom income." Because phantom income arises from timing
differences, it will be matched by a corresponding loss or reduction in taxable 
income in later years, during which economic or financial income will exceed    
REMIC taxable income. Any acceleration of taxable income, however, could lower  
the yield to a Residual Certificateholder, since the present value of the tax   
paid on that income will exceed the present value of the corresponding tax      
reduction in the later years. The amount and timing of any phantom income are   
dependent upon (i) the structure of the REMIC of a particular series and (ii)   
the rate of prepayment on the mortgage loans comprising or underlying the       
REMIC's assets and, therefore, cannot be predicted without reference to a REMIC 
of a particular series.                                                         

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     The assets of the REMICs of certain series may have tax bases that are less
than their principal amounts. In such a case, a Residual Certificateholder will 
recover the basis in its Residual Certificate as the REMIC recovers the portion 
of its basis in the assets that is attributable to the residual interest. The   
REMIC's basis in the assets is recovered as it is allocated to principal        
payments received by the REMIC.                                                 

   Limitations on Offset or Exemption of REMIC Income. Generally, a Residual
Certificateholder's taxable income for any taxable year may not be less than    
such Certificateholder's excess inclusion income for that taxable year. Excess  
inclusion income generally equals the excess of REMIC taxable income for the    
quarterly period for the Residual Certificates over the product of (i) 120% of  
the long-term applicable federal rate that would have applied to the Residual   
Certificates if they were debt instruments for federal income tax purposes on   
the closing date and (ii) the adjusted issue price of such Residual Certificates
at the beginning of such quarterly period; however, if the residual interest at 
the time of issue is a "noneconomic" residual interest, all of the income       
derived by the holder may be excess inclusion income. For this purpose, the     
adjusted issue price of a residual interest at the beginning of a quarter is the
issue price of the Residual Certificate, increased by prior income accruals and 
decreased by losses realized and distributions on the residual interest. Excess 
inclusion income will be treated as UBTI in the case of a tax exempt            
organization subject to the tax on UBTI. In addition, under Treasury regulations
yet to be issued, if a REIT or a RIC owns a Residual Certificate that generates 
excess inclusion income, a pro rata portion of the dividends paid by the REIT or
the RIC generally will constitute excess inclusion income for its shareholders. 
Finally, Residual Certificateholders that are foreign persons will not be       
entitled to any exemption from the 30% withholding tax or a reduced treaty rate 
with respect to their excess inclusion income from the REMIC. See "--Taxation of
Certain Foreign Holders of Debt Instruments" above.                             

   Non-Recognition of Certain Transfers for Federal Income Tax Purposes. The
transfer of a "noneconomic residual interest" to a United States person will be 
disregarded for tax purposes if a significant purpose of the transfer was to    
impede the assessment or collection of tax. A similar limitation exists with    
respect to transfers of certain residual interests to foreign investors.        

   A residual interest will be "noneconomic" for this purpose unless, at the
time the interest is transferred, (i) the present value of the expected future  
distributions on the residual interest equals or exceeds the product of (a) the 
present value of the anticipated excess inclusion income and (b) the highest    
corporate tax rate for the year in which the transfer occurs, and (ii) the      
transferor reasonably expects that the transferee will receive distributions    
from the REMIC in amounts sufficient to satisfy the taxes on excess inclusion   
income as they accrue. If a transfer of a residual interest is disregarded, the 
transferor would continue to be treated as the owner of it and thus would       
continue to be subject to tax on its allocable portion of the net income of the 
related REMIC. A significant purpose to impede the assessment or collection of  
tax exists if the transferor, at the time of the transfer, either knew or should
have known that the transferee would be unwilling or unable to pay taxes due on 
its share of the taxable income of the REMIC, - i.e., the transferor has        
"improper knowledge." A transferor is presumed not to have such improper        
knowledge if:                                                                   

    (i) The transferor conducted, at the time of the transfer, a
      reasonable investigation of the financial condition of the transferee and,
      as a result of the investigation, the transferor found that the transferee
     had historically paid its debts as they came due and found no significant
  evidence to indicate that the transferee would not continue to pay its
debts as they come due;                                             

            (ii) The transferee represents to the transferor that it understands
    that, as the holder of a noneconomic residual interest, it may incur tax
      liabilities in excess of any cash flows generated by the interest and that
     it intends to pay the taxes associated with holding the residual interest
as they become due;                                                 

          (iii) The transferee represents to the transferor that it will not
      cause the income from the noneconomic residual interest to be attributable
      to a foreign permanent establishment or fixed base of such transferee; and

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(iv) One of the following two following tests is satisfied: Either: 

           (a) The present value of the anticipated tax liabilities associated
with holding the residual interest does not exceed the sum of the present       
value of                                                                        

                (1) any consideration given to the transferee to acquire the
interest,                                               

              (2) the expected future distributions on the interest, and

               (3) any anticipated tax savings associated with holding the
interest as the REMIC generates losses.                 

     For purposes of that calculation, the present value is calculated using a
   discount rate equal to the short-term federal rate and assumes that the
     transferee is subject to tax at the highest corporate rate or, in certain
circumstances, the alternative minimum tax rate; or                 

          (b) The transfer is made to certain domestic taxable corporations with
large amounts of gross and net assets if an agreement is made that all future   
transfers will be to taxable domestic corporations in transactions that qualify 
for one of the safe harbor provisions. Eligibility for this safe harbor         
requires, among other things, that the transferor not know of any facts and     
circumstances that reasonably indicate that the taxes associated with the       
residual interest will not be paid. If the amount of consideration given to the 
transferee to acquire the residual interest is so low that under any set of     
reasonable assumptions a reasonable person would conclude that the taxes        
associated with holding the residual interest will not be paid, then the        
transferor will be deemed to know that the transferee cannot or will not pay    
those taxes.                                                                    

      Ownership of Residual Certificates by Disqualified Organizations. The Code
contains sanctions that are designed to prevent or discourage the direct or     
indirect ownership of a REMIC residual interest by the United States, any state 
or political subdivision, any foreign government, any international             
organization, any agency or instrumentality of any of the foregoing, any        
tax-exempt organization - other than a farmers' cooperative described in Section
521 of the Code - that is not subject to the tax on UBTI (and thus is would not 
owe any tax on the income from a residual interest that it owned), or any rural 
electrical or telephone cooperative (each a "DISQUALIFIED ORGANIZATION"). A     
corporation is not treated as an instrumentality of the United States or any    
state or political subdivision of the United States if all of its activities are
subject to tax and, with the exception of Freddie Mac, a majority of its board  
of directors is not selected by such governmental unit. The penalties are as    
follows:                                                                        

First , REMIC status is dependent upon the presence of reasonable   
arrangements designed to prevent a Disqualified Organization from acquiring     
record ownership of a residual interest. Residual interests in REMICs of a      
series are not offered for sale to Disqualified Organizations.                  

    Second , the Code imposes a one-time tax on the transferor of a residual
interest to a Disqualified Organization. The one-time tax equals the product of 
(i) the present value of the total anticipated excess inclusions with respect to
the transferred residual interest for periods after the transfer and (ii) the   
highest marginal federal income tax rate applicable to corporations. Where a    
transferee is acting as an agent for a Disqualified Organization, the transferee
is subject to the one-time tax. The one-time tax may be waived by the Secretary 
of the Treasury if, upon discovery that a transfer is subject to the one-time   
tax, the Disqualified Organization promptly disposes of the residual interest   
and the transferor pays such amounts as the Secretary may require.              

     Third , the Code imposes an annual tax on any pass-through entity - i.e.,
RIC, REIT, common trust, partnership, trust, estate or cooperative described in 
Code Section 1381 - that owns a direct or indirect interest in a residual       
interest, if record ownership of an interest in the pass-through entity is held 
by one or more Disqualified Organizations. The tax imposed equals the highest   
corporate income tax rate multiplied by the share of any excess inclusion income
of the pass-through entity for the taxable year that is allocable to the        
interests in the pass-through entity held by Disqualified Organizations. The    
same tax applies to a nominee who acquires an interest in a residual interest on
behalf of a Disqualified Organization. For example, a broker that holds an      
interest in a Residual Certificate in "street name" for a Disqualified          

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Organization is subject to the tax. Any such tax imposed on a pass-through      
entity would be deductible against that entity's ordinary income in determining 
the amount of its required distributions. A pass-through entity will not be     
liable for the annual tax if the record holder of the interest in the           
pass-through entity furnishes to the pass-through entity an affidavit that      
states, under penalties of perjury, that the record holder is not a Disqualified
Organization, and the pass-through entity does not have actual knowledge that   
such affidavit is false.                                                        

     If an "electing large partnership" holds a residual interest, all interests
in the electing large partnership are treated as held by Disqualified           
Organizations for purposes of the tax imposed upon a pass-through entity by     
Section 860E(c) of the Code. The exception to this tax, otherwise available to a
pass-through entity that is furnished certain affidavits as described above, is 
not available to an electing large partnership.                                 

SPECIAL CONSIDERATIONS FOR CERTAIN TYPES OF INVESTORS                           

Dealers in Securities. Under Treasury regulations (the "MARK-TO-MARKET
REGULATIONS") relating to the requirement under Section 475 of the Code that    
dealers in securities use mark-to-market accounting for federal income tax      
purposes, dealers in securities are not permitted to mark to market any residual
interest acquired on or after January 4, 1995.                                  

     Tax-Exempt Entities. Any excess inclusion income with respect to a Residual
Certificate held by a tax-exempt entity, including a qualified profit-sharing,  
pension, or other employee benefit plan, will be treated as UBTI. Although the  
legislative history and statutory provisions imply otherwise, the Treasury      
conceivably could take the position that, under pre-existing Code provisions,   
substantially all income on a Residual Certificate, including non-excess        
inclusion income, is to be treated as UBTI. See "Tax Treatment of REMIC Residual
Interests--Taxation of Residual Certificateholders" above.                      

     Individuals and Pass-Through Entities. A holder of a residual interest that
is an individual, trust, or estate will be subject to the usual rules limiting  
certain miscellaneous itemized deductions, which may affect its ability to      
deduct its allocable share of the fees or expenses relating to servicing REMIC  
assets, administering the REMIC, or paying guaranty fees (if any).              

 That same limitation will apply to individuals, trusts, or estates that
hold residual interests indirectly through a grantor trust, a partnership, an S 
corporation, a common trust, a REMIC, or a nonpublicly offered RIC. A           
nonpublicly offered RIC is a RIC other than one whose shares are (i)            
continuously offered pursuant to a public offering, (ii) regularly traded on an 
established securities market, or (iii) held by no fewer than 500 persons at all
times during the taxable year. In addition, that limitation will apply to       
individuals, trusts, or estates that hold residual interests through any other  
person (i) that is not generally subject to federal income tax and (ii) the     
character of whose income may affect the character of the income generated by   
that person for its owners or beneficiaries. In some cases, the amount of       
additional income that would be recognized as a result of the foregoing         
limitations by a holder of a residual interest that is an individual, trust, or 
estate could be substantial.                                                    

Employee Benefit Plans. See "--Tax-exempt Entities" above and "ERISA
Considerations."                                                                

    REITs, RICs, and Others. If a holder of a residual interest is a REIT, and
the related REMIC generates excess inclusion income, a portion of REIT dividends
will be treated as excess inclusion income for the REIT's shareholders, in a    
manner to be provided by regulations. Thus, shareholders in a REIT that invests 
in Residual Certificates could face unfavorable treatment of a portion of their 
REIT dividend income for purposes of (i) using current deductions or net        
operating loss carryovers or carrybacks, (ii) UBTI in the case of tax-exempt    
shareholders, and (iii) withholding tax in the case of foreign shareholders.    
Moreover, because residual holders may recognize phantom income, a REIT         
contemplating an investment in Residual Certificates should consider carefully  
the effect of any phantom income upon its ability to meet its income            
distribution requirements under the Code. The same rules regarding excess       
inclusion will apply to a residual holder that is a RIC, common trust, or one of
certain                                                                         

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corporations doing business as a cooperative. See "--Foreign Residual           
Certificateholders" below and "Tax Treatment of REMIC Residual                  
Interests--Taxation of Residual Certificateholders" above.                      

A Residual Certificate held by a REIT will be treated as a real estate
asset for purposes of the REIT qualification requirements in the same proportion
that the REMIC's assets would be treated as real estate assets if held directly 
by the REIT, and interest income derived from such Residual Certificate will be 
treated as qualifying interest income for REIT purposes ("QUALIFYING REIT       
INTEREST") to the same extent. If 95% or more of a REMIC's assets qualify as    
real estate assets for REIT purposes, 100% of that REMIC's regular and residual 
interests will be treated as real estate assets for REIT purposes, and all of   
the income derived from such interests will be treated as Qualifying REIT       
Interest. Two or more REMICs that are part of a tiered structure will be treated
as one REMIC for purposes of determining the percentage of assets of each REMIC 
that constitutes real estate assets. It is expected that at least 95% of the    
assets of a REMIC of a series will be real estate assets throughout the REMIC's 
life. The amount treated as a real estate asset in the case of a Residual       
Certificate apparently is limited to the REIT's adjusted basis in the           
certificate.                                                                    

Significant uncertainty exists regarding the treatment of a Residual  
Certificate for purposes of the various asset composition requirements          
applicable to RICs. A Residual Certificate should be treated as a "security,"   
but will not be considered a "government security" for purposes of Section      
851(b)(4) of the Code. Moreover, it is unclear whether a Residual Certificate   
will be treated as a "voting security" under that Code section. Finally, because
the REMIC will be treated as the "issuer" of the Residual Certificate for       
purposes of that Section, a RIC would be unable to invest more than 25% of the  
value of its total assets in Residual Certificates of the same REMIC.           

   Foreign Residual Certificateholders. Amounts paid to residual holders who
are foreign persons are treated as interest for purposes of the 30% United      
States withholding tax on payments to foreign persons. Under Treasury           
regulations, non-excess inclusion income received by a residual holders that is 
a foreign person generally qualifies as "portfolio interest" exempt from the 30%
withholding tax only to the extent that (i) the assets of the REMIC of a series 
are in, or considered to be in, registered form, (ii) the mortgage loans were   
originated after July 18, 1984 and (iii) the certificateholder meets the        
requirements listed under "--Taxation of Certain Foreign Holders of Debt        
Instruments" above. Because mortgage loans generally are not themselves in      
"registered form," amounts received by residual holders that are foreign persons
may not qualify as "portfolio interest," although the issuance of the Residual  
Certificates in registered form may be deemed to satisfy the registration       
requirement. If the portfolio interest exemption is unavailable, such amounts   
generally will be subject to United States withholding tax when paid or         
otherwise distributed, or when the residual interest is disposed of, under rules
similar to those for withholding on debt instruments that have OID. However, the
Code grants the Treasury authority to issue regulations requiring that those    
amounts be taken into account earlier than otherwise provided where necessary to
prevent avoidance of tax - i.e., where the Residual Certificates, as a class, do
not have significant value. The portfolio interest exception is not available   
for excess inclusion income.                                                    

   A transfer of a residual interest that has "tax avoidance potential" will
be disregarded for federal income tax purposes if the transferee is a foreign   
person. A Residual Certificate will be deemed to have tax avoidance potential   
unless, at the time of the transfer, the transferor reasonably expects that, for
each accrual of excess inclusion income, the REMIC will distribute to the       
transferee an amount that will equal at least 30% of such amount, and that each 
such amount will be distributed no later than the close of the calendar year    
following the calendar year of accrual (the "30% TEST"). A transferor of a      
residual interest to a foreign person will be presumed to have had a reasonable 
expectation that the 30% Test will be satisfied if that test would be satisfied 
for all mortgage asset prepayment rates between 50% and 200% of the pricing     
prepayment assumption. See "--OID," above. If a foreign person transfers a      
Residual Certificate to a United States person and the transfer, if respected,  
would permit avoidance of withholding tax on accrued excess inclusion income,   
the transfer will be disregarded for federal income tax purposes and            
distributions with respect to the Residual Certificate will continue to be      
subject to 30% withholding as though the foreign person still owned the Residual
Certificate. Investors who are foreign persons should consult their own tax     
advisors regarding the specific tax consequences to them of owning and disposing
of a Residual Certificate.                                                      

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Thrift Institutions, Banks, and Certain Other Financial Institutions. 
Generally, gain or loss arising from the sale or exchange of Residual           
Certificates held by certain financial institutions will give rise to ordinary  
income or loss, regardless of the length of the holding period for the Residual 
Certificates. Those financial institutions include banks, mutual savings banks, 
cooperative banks, domestic building and loan institutions, savings and loan    
institutions, and similar institutions. See "--Disposition of Residual          
Certificates" below.                                                            

  Disposition of Residual Certificates. A special version of the wash sale
rules will apply to dispositions of Residual Certificates. Under that version,  
losses on dispositions of Residual Certificates generally will be disallowed    
where, within six months before or after the disposition, the seller of such a  
certificate acquires any residual interest in a REMIC or any interest in a      
taxable mortgage pool that is economically comparable to a Residual Certificate.
Regulations providing for appropriate exceptions to the application of the wash 
sale rules have been authorized, but have not yet been promulgated.             

     Regulations have been issued addressing the federal income tax treatment of
"inducement fees" received by transferees of non-economic residual interests.   
The regulations require inducement fees to be included in income over a period  
that reasonably reflects the after-tax costs and benefits of holding that       
non-economic residual interest. Under two safe harbor methods, inducement fees  
may be included in income (i) in the same amounts and over the same period that 
the taxpayer uses for financial reporting purposes, provided that such period is
not shorter than the period the REMIC is expected to generate taxable income or 
(ii) ratably over the remaining anticipated weighted average life of all the    
regular and residual interests issued by the REMIC, determined based on actual  
distributions projected as remaining to be made on such interests under the     
Prepayment Assumption. If the holder of a non-economic residual interest sells  
or otherwise disposes of the non-economic residual interest, any unrecognized   
portion of the inducement fee generally is required to be taken into account at 
the time of the sale or disposition. Inducement fees are treated as U.S. source 
income. Prospective purchasers of the Residual Certificates should consult with 
their tax advisors regarding the effect of these regulations.                   

TREATMENT BY THE REMIC OF OID, MARKET DISCOUNT, AND AMORTIZABLE PREMIUM         

     OID. Generally, the REMIC's deductions for OID expense on its REMIC regular
interests will be determined in the same manner as for determining the OID      
income of the holders of such certificates, as described in "--OID" above,      
without regard to the de minimis rule described in that section.                

REMIC-LEVEL TAXES                                                               

Income from certain transactions by the REMIC called prohibited       
transactions, and the amount of any so-called prohibited contributions, will be 
taxed directly to the REMIC at a 100% rate. In addition, net income from one    
prohibited transaction may not be offset by losses from other prohibited        
transactions. The applicable transaction documents will generally prohibit the  
REMIC from entering into any prohibited transaction or prohibited contribution  
that would produce taxable income.                                              

     To the extent that a REMIC derives certain types of income from foreclosure
property - generally, income relating to dealer activities of the REMIC, it will
be taxed on such income at the highest corporate income tax rate. It is not     
anticipated that any REMIC of a series will receive significant amounts of such 
income, although situations may occur in which it is more advantageous for the  
Servicer to earn income subject to the tax on foreclosure property than to earn 
no income on such property.                                                     

The burden of such taxes will generally be borne by any outstanding   
subordinated class of REMIC interests before it is borne by a more senior class 
of interests.                                                                   

REMIC QUALIFICATION                                                             

  The trust underlying a series, or one or more designated pools of assets
held by the trust, will qualify under the Code as a REMIC in which the REMIC    
regular interests and Residual Certificates will constitute the "regular        
interests" and "residual interests," respectively, if a REMIC election is in    
effect and certain                                                              

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tests concerning (i) the composition of the REMIC's assets and (ii) the nature  
of the securityholders' interests in the REMIC are met on a continuing basis.   

If a REMIC Pool fails to comply with one or more of the Code's ongoing
requirements for REMIC status during any taxable year, the Code provides that   
its REMIC status may be lost for that year and thereafter. If REMIC status is   
lost, the treatment of the former REMIC and the interests in that REMIC for     
federal income tax purposes is uncertain. The former REMIC might be entitled to 
treatment as a grantor trust under subpart E, Part 1 of subchapter J of the     
Code, or as a partnership, in which case no entity-level tax would be imposed on
the former REMIC. Alternatively, some or all of the REMIC regular interests may 
continue to be treated as debt instruments for federal income tax purposes, but 
the arrangement could be treated as a Taxable Mortgage Pool, as described in    
"--Special Considerations for Certain Types of Investors--Disposition of        
Residual Certificates" above. The Code authorizes the Treasury to issue         
regulations that address situations where a failure to meet the requirements for
REMIC status occurs inadvertently and in good faith. Such regulations have not  
yet been issued. Disqualification relief may be accompanied by sanctions, such  
as the imposition of a corporate tax on all or a portion of the REMIC's income  
for the period of time in which the requirements for REMIC status are not       
satisfied.                                                                      

GRANTOR TRUSTS                                                                  

 Treatment of the Trust for Federal Income Tax Purposes. With respect to
each series of Grantor Trust Securities, assuming compliance with all applicable
provisions of the Code, the related Grantor Trust (the "GRANTOR TRUST") will be 
classified as a fixed investment, or "grantor" trust under subpart E, Part I of 
subchapter J of the Code and not as an association taxable as a corporation. For
federal income tax purposes, the owner of a Grantor Trust Security will be      
treated as the beneficial owner of an appropriate portion of the principal and  
interest payments, according to the characteristics of the security in question,
to be received on the trust assets assigned to your trust for federal income tax
purposes.                                                                       

TAX TREATMENT OF THE GRANTOR TRUST SECURITY                                     

  The types of Grantor Trust Securities offered in a series may include:

     o     Grantor Trust Securities evidencing ownership interests only in the
        interest payments on the trust assets, net of certain fees, ("IO
SECURITIES"),                                           

o     Grantor Trust Securities evidencing ownership interests in the
          principal, but not the interest, payments on the trust assets ("PO
SECURITIES"),                                           

      o     Grantor Trust Securities evidencing ownership interests in differing
            percentages of both the interest payments and the principal payments
on the trust assets ("RATIO SECURITIES"), and           

    o     Grantor Trust Securities evidencing ownership in equal percentages
  of the principal and interest payments on the trust assets
("PASS-THROUGH SECURITIES").                            

The federal income tax treatment of Grantor Trust Securities other than         
Pass-Through Securities (such securities, "STRIP SECURITIES") will be determined
in part by Section 1286 of the Code. Little administrative guidance has been    
issued under that Section and, thus, many aspects of its operation are unclear, 
particularly the interaction between that Section and the rules pertaining to   
discount and premium. Hence, significant uncertainty exists regarding the       
federal income tax treatment of the Strip Securities, and potential investors   
should consult their own tax advisors concerning such treatment.                

    One or more classes of Grantor Trust Securities may be subordinated to one
or more other classes of Grantor Trust Securities of the same series. In        
general, such subordination should not affect the federal income tax treatment  
of either the subordinated or senior Grantor Trust Securities. However, holders 
of the subordinated Grantor Trust Securities will be allocated losses that      
otherwise would have been borne by the holders of the more senior Grantor Trust 
Securities. Holders of the subordinated Grantor Trust Securities should be able 
to recognize any such losses no later than the taxable year in which they become
Realized Losses. Employee benefit plans subject to the Employee Retirement      
Income Security                                                                 

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Act of 1974, as amended ("ERISA"), should consult their own tax advisors before 
purchasing any subordinated Grantor Trust Security. See "ERISA Considerations"  
in this prospectus and in the accompanying prospectus supplement.               

TREATMENT OF PASS-THROUGH SECURITIES                                            

     The holder of a Pass-Through Security generally will be treated as owning a
pro rata undivided interest in each of the trust assets (excluding any assets   
identified as not being owned by such securityholders in a prospectus           
supplement). Accordingly, each holder of a Pass-Through Security will be        
required to include in income its pro rata share of the entire income from the  
trust assets, including interest and discount income, if any. Such              
securityholder generally will be able to deduct from its income its pro rata    
share of the administrative fees and expenses incurred with respect to the trust
assets, provided that these fees and expenses represent reasonable compensation 
for the services rendered. An individual, trust, or estate that holds a         
Pass-Through Security directly or through a pass-through entity will be subject 
to the limitations on deduction of itemized deductions and other rules limiting 
deductions, as if it owned its share of the assets of the trust directly.       

The Code provisions concerning OID, market discount, and amortizable  
premium will apply to the trust assets. Although such rules in theory may be    
required to be applied on an asset-by-asset basis, for ease of administration   
the Tax Administrator will generally apply such rules on an aggregate pool      
basis. The rules regarding discount and premium, including the Prepayable       
Obligation rules, that are applicable to loans held by a Grantor Trust generally
are the same as those that apply to Debt Instruments. See "--OID," "--Market    
Discount" and "--Amortizable Premium" above.                                    

TREATMENT OF STRIP SECURITIES                                                   

  Many aspects of the federal income tax treatment of the Strip Securities
are uncertain. The discussion below describes the treatment that Tax Counsel    
believes is appropriate, but there can be no assurance that the IRS will not    
take a contrary position. You should consult your tax advisor with respect to   
the federal income tax treatment of the Strip Securities.                       

     Under Section 1286 of the Code, the separation of ownership of the right to
receive some or all of the interest payments on an obligation from ownership of 
the right to receive some or all of the principal payments on such obligation   
results in the creation of "stripped coupons" with respect to the separated     
rights to interest payments and "stripped bonds" with respect to the principal  
and any unseparated interest payments associated with that principal. The       
issuance of IO Securities or PO Securities effects a separation of the ownership
of the interest and principal payments on some or all of the trust assets. In   
addition, the issuance of Ratio Securities effectively separates and reallocates
the proportionate ownership of the interest and principal payments on the trust 
assets. Therefore, Strip Securities will be subject to Section 1286 of the Code.
For federal income tax accounting purposes, Section 1286 of the Code treats a   
stripped bond or a stripped coupon as a new debt instrument issued on the date  
that the stripped interest is purchased, and at a price equal to its purchase   
price or, if more than one stripped interest is purchased, the share of the     
purchase price allocable to such stripped interest.                             

     Each stripped bond or coupon generally will have OID equal to the excess of
its stated redemption price at maturity - or, in the case of a stripped coupon, 
the amount payable on the due date of such coupon - over its issue price.       
Treasury regulations under Section 1286 of the Code (the "STRIPPING             
REGULATIONS"), however, provide that the OID on a stripped bond or stripped     
coupon is zero if the amount of the OID would be de minimis under rules         
generally applicable to debt instruments. For purposes of determining whether   
such amount would be de minimis,                                                

    o     the number of complete years to maturity is measured from the date
the stripped bond or stripped coupon is purchased,      

   o     an approach which aggregates the payments to be made on the strip
security may be applied, and                            

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      o     unstripped coupons may be treated as stated interest with respect to
     the related bonds and, therefore, may be excluded from stated
  redemption price at maturity in appropriate circumstances.

In addition, the Stripping Regulations provide that, in certain circumstances,  
the excess of a stripped bond's stated redemption price at maturity over its    
issue price is treated as market discount, rather than as OID. See              
"--Determination of Income With Respect to Strip Securities" below.             

    The application of Section 1286 of the Code to the Strip Securities is not
entirely clear under current law. That Section could be interpreted as causing  
any or all of the following:                                                    

 o     in the case of an IO Security, each interest payment due on the
 trust assets to be treated as a separate debt instrument,

  o     in the case of a Ratio Security entitled to a disproportionately
         high share of principal, each excess principal amount - i.e., the
         portion of each principal payment on such assets that exceeds the
            amount to which the Ratio Securityholder would have been entitled if
            he or she had held an undivided interest in the trust assets - to be
treated as a separate debt instrument, and              

  o     in the case of a Ratio Security entitled to a disproportionately
            high share of interest, each excess interest amount to be treated as
a separate debt instrument.                             

In addition, Section 1286 of the Code requires the purchase price of a
Strip Security to be allocated among each of the rights to payment on the trust 
assets to which the securityholder is entitled that are treated as separate debt
instruments. Despite the foregoing, it may be appropriate to treat stripped     
coupons and stripped bonds issued to the same holder in connection with the same
transaction as a single debt instrument, depending on the facts and             
circumstances surrounding the issuance. Facts and circumstances considered      
relevant for this purpose should include the likelihood of the debt instruments 
trading as a unit and the difficulty of allocating the purchase price of the    
unit among the individual payments. Strip Securities are designed to trade as   
whole investment units and, to the extent that the underwriter develops a       
secondary market for the Strip Securities, it anticipates that the Strip        
Securities would trade in such market as whole units. In addition, because no   
market exists for individual payments on trust assets, the proper allocation of 
the security's purchase price to each separate payment on the trust assets would
be difficult and burdensome to determine. Based on those facts and              
circumstances, it appears that all payments of principal and interest to which  
the holder of a Strip Security is entitled should be treated as a single        
installment obligation. Although the OID Regulations do not refer directly to   
debt instruments that are governed by Section 1286 of the Code, the application 
of the OID Regulations to such instruments is consistent with the overall       
statutory and regulatory scheme. Therefore, the Tax Administrator intends to    
treat each Strip Security as a single debt instrument for federal income tax    
accounting purposes.                                                            

DETERMINATION OF INCOME WITH RESPECT TO STRIP SECURITIES                        

   For purposes of determining the amount of income on a Strip Security that
accrues in any period, the rules described in this prospectus under "--OID,"    
"--Anti-Abuse Rule," "--Market Discount" and "--Amortizable Premium" above. PO  
Securities, and certain classes of Ratio Securities, will be issued at a price  
that is less than their stated principal amount and thus generally will be      
issued with OID. A Strip Security that would meet the definition of an Interest 
Weighted Certificate or a Weighted Average Certificate if it were a REMIC       
regular interest is subject to the same tax accounting considerations applicable
to the REMIC regular interest to which it corresponds. As described in          
"--OID--Interest Weighted Certificates and Non-VRDI Certificates" above, certain
aspects of the tax accounting treatment of such a Strip Security are unclear.   
Unless and until the IRS provides administrative guidance to the contrary, the  
Tax Administrator will account for such a Strip Security in the manner described
for the corresponding REMIC regular interest. See "--Interest Weighted          
Certificates and Non-VRDI Certificates" above.                                  

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  If a PO Security or a Ratio Security that is not considered a Contingent
Payment Obligation (an "ORDINARY RATIO SECURITY") subsequently is sold, the     
purchaser apparently would be required to treat the difference between the      
purchase price and the stated redemption price at maturity as OID. The holders  
of such securities generally will be required to include such OID in income as  
described in "--OID" above. PO Securities and Ordinary Ratio Securities issued  
at a price less than their stated principal amount will be treated as issued    
with market discount rather than with OID if, after the most recent disposition 
of the related Grantor Trust Security, either (i) the amount of OID on the      
Grantor Trust Security is considered to be de minimis under the Stripping       
Regulations or (ii) the annual stated rate of interest payable on the Grantor   
Trust Security is no more than 1% lower than the annual stated rate of interest 
payable on the trust assets from which the Grantor Trust Security was stripped. 
The holders of such Grantor Trust Securities generally would be required to     
include market discount in income in the manner described in "--Market Discount"
above. Some classes of Ordinary Ratio Securities may be issued at prices that   
exceed their stated principal amounts. Subject to the discussion of Superpremium
Securities in "--OID" above, holders of Ordinary Ratio Securities generally will
be able to amortize that premium as described in "--Amortizable Premium" above. 

In light of the application of Section 1286 of the Code, a beneficial 
owners of a Strip Security generally will be required to compute accruals of OID
based on its yield, possibly taking into account its own prepayment assumption. 
The information necessary to perform the related calculations for information   
reporting purposes, however, generally will not be available to the trust       
administrator. Accordingly, any information reporting provided by the trust     
administrator with respect to these Strip Securities, which information will be 
based on pricing information as of the closing date, will largely fail to       
reflect the accurate accruals of OID for these certificates. Prospective        
investors therefore should be aware that the timing of accruals of OID          
applicable to a Strip Security generally will be different than that reported to
holders and the IRS. You should consult your own tax advisor regarding your     
obligation to compute and include in income the correct amount of OID accruals  
and any possible tax consequences to you if you should fail to do so.           

PURCHASE OF COMPLEMENTARY CLASSES OF STRIP SECURITIES                           

Strip Securities of certain classes of the same series ("COMPLEMENTARY
SECURITIES"), when held in combination, may provide an aggregate economic effect
equivalent to that of a Pass-Through Security based upon the same trust assets. 
When an investor purchases Complementary Securities, it appears that, for       
federal income tax purposes, each security should be treated separately and     
should be subject to the rules described above. The IRS could assert, however,  
that Complementary Securities held in combination should be treated as a single 
pass-through type instrument, with the result that the rules governing stripped 
bonds and stripped coupons under Section 1286 of the Code would not be applied. 
Consequently, investors who acquire Complementary Securities should consult     
their own tax advisors as to the proper treatment of such securities.           

POSSIBLE ALTERNATIVE CHARACTERIZATIONS OF STRIP SECURITIES                      

    The IRS could assert that the Strip Securities should be characterized for
tax purposes in a manner different from that described above. For example, the  
IRS could contend that each Ratio Security whose interest rate is higher than   
the net interest rate distributed from the trust taking into account all of the 
securities of that series (the "NET SERIES RATE") is to be treated as being     
composed of two securities: (i) a Pass-Through Security of the same principal   
amount as the Ratio Security but generating interest at the Net Series Rate; and
(ii) an IO Security representing the excess of the rate on the Ratio Security   
over the Net Series Rate. Similarly, a Ratio Security whose interest rate is    
lower than the Net Series Rate could be treated as composed of a Pass-Through   
Security with an interest rate equal to the Net Series Rate and a PO Security.  
Alternatively, the IRS could interpret Section 1286 of the Code to require that 
each individual interest payment with respect to an IO Security or a Ratio      
Security be treated as a separate debt instrument for OID purposes. The IRS also
might challenge the manner in which OID is calculated, contending that:         

      o     the stated maturity should be used to calculate yield on the Grantor
Trust Securities,                                       

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o     the Contingent Payment Regulations should not apply to the IO 
Securities, or                                          

 o     the Contingent Payment Regulations should apply to the Ordinary
Ratio Securities.                                       

Given the variety of alternative treatments of the Grantor Trust Securities and 
the different federal income tax consequences that could result from each       
alternative, your are urged to consult your tax advisor regarding the proper    
treatment of the Grantor Trust Securities for federal income tax purposes.      

LIMITATIONS ON DEDUCTIONS WITH RESPECT TO STRIP SECURITIES                      

 The holder of a Strip Security will be treated as owning an interest in
each of the trust assets and will recognize an appropriate share of the income  
and expenses associated with those trust assets. Accordingly, an individual,    
trust, or estate that holds a Strip Security directly or through a pass-through 
entity will be subject to the same limitations on deductions with respect to    
such security as are applicable to holders of Pass-Through Securities. See      
"--Tax Treatment of the Grantor Trust Security" above.                          

SALE OF A GRANTOR TRUST SECURITY                                                

 A sale of a Grantor Trust Security prior to its maturity will result in
gain or loss equal to the difference, if any, between the amount received and   
the holder's adjusted basis in such security. The rules for computing the       
adjusted basis of a Grantor Trust Security are the same as in the case of a     
REMIC regular interest. See "--Gain or Loss on Disposition" above. Gain or loss 
from the sale or other disposition of a Grantor Trust Security generally will be
capital gain or loss to a securityholder if the security is held as a "capital  
asset" within the meaning of Section 1221 of the Code, and will be long-term or 
short-term depending on whether the security has been held for more than one    
year. Ordinary income treatment, however, will apply to the extent mandated by  
the OID and market discount rules or if the securityholder is a financial       
institution described in Section 582 of the Code. See "--Gain or Loss on        
Disposition" above.                                                             

TAXATION OF CERTAIN FOREIGN HOLDERS OF GRANTOR TRUST SECURITIES                 

Interest, including OID, paid on a Grantor Trust Security to a foreign
person generally is treated as "portfolio interest" and, therefore, is not      
subject to any United States tax, provided that:                                

     o     such interest is not effectively connected with a trade or business
in the United States of the securityholder,             

o     the trustee or other person who would otherwise be required to
   withhold tax is provided with foreign person certification,

   o     the foreign person is not a 10% shareholder within the meaning of
        Code Section 871(h)(3)(B) or a controlled foreign corporation as
described under Code Section 881(c)(3)(C), and          

    o     the foreign person is not a bank receiving interest on a loan made
during the ordinary course of business.                 

If the foregoing conditions are not met, interest - including OID - paid on a   
Grantor Trust Security may be subject to either a 30% withholding tax or 28%    
backup withholding (increasing to 31% after 2010).                              

 In the case of certain series, portfolio interest treatment will not be
available for interest paid with respect to certain classes of Grantor Trust    
Securities. Interest on debt instruments issued on or before July 18, 1984 does 
not qualify as "portfolio interest" and, therefore, is subject to United States 
withholding tax at a 30% rate - or lower treaty rate, if applicable. IO         
Securities and PO Securities generally are treated, and Ratio Securities        
generally should be treated, as having been issued when they are sold to an     
investor. In the case of Pass-Through Securities, however, the issuance date of 
the security is determined by the issuance date of the mortgage loans underlying
the trust. Thus, to the extent that the interest received by a holder of a      
Pass-Through Security is attributable to mortgage loans issued on or before July
18, 1984, such interest will be subject to the 30% withholding tax. Moreover, to
the extent                                                                      

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that a Ratio Security is characterized as a pass-through type security and the  
underlying mortgage loans were issued on or before July 18, 1984, interest      
generated by the security may be subject to the withholding tax. See "--Grantor 
Trusts" above.                                                                  

BACKUP WITHHOLDING OF GRANTOR TRUST SECURITIES                                  

     The application of backup withholding to Grantor Trust Securities generally
is the same as in the case of REMIC regular interests. See "--Backup            
Withholding" above.                                                             

REPORTING AND TAX ADMINISTRATION OF GRANTOR TRUST SECURITIES                    

  For purposes of reporting and tax administration, the holders of Grantor
Trust Securities will be treated in the same fashion as the owners of the       
underlying trust assets.                                                        

   On June 20, 2002, the IRS published proposed regulations which will, when
effective, establish a reporting framework for interests in "widely held fixed  
investment trusts" that will place the responsibility of reporting on the person
in the ownership chain who holds an interest for a beneficial owner. A          
widely-held fixed investment trust is defined as an entity classified as a      
"trust" under Treasury Regulations Section 301.7701-4(c), in which any interest 
is held by a middleman, which includes, but is not limited to, (i) a custodian  
of a person's account, (ii) a nominee and (iii) a broker holding an interest for
a customer in "street name." These regulations were proposed to be effective    
beginning January 1, 2004, but the regulations have not been finalized. It is   
unclear when, or if, these regulations will become final.                       

TAXATION OF OWNERS OF OWNER TRUST SECURITIES                                    

  In the case of any Owner Trust Security offered pursuant to a prospectus
supplement and issued by a non-REMIC trust that is not a fixed investment trust 
(such trust or limited liability company an "OWNER TRUST," the Tax Counsel will 
render its opinion that (i) such security will be classified as debt for federal
income tax purposes; (ii) such security will either classified as debt for      
federal income purposes or as an interest in a partnership not taxable as a     
corporation or (iii) such security will be taxable as an interest in a          
partnership not taxable as a corporation. Such opinion will be based on the     
assumption that the terms of the related documents will be complied with, and on
counsel's conclusion that either the trust is not a publicly traded partnership 
or the nature of the income of the trust will be exempt it from the rule that   
certain publicly traded partnerships are taxable as corporations. Any such      
securities may be denominated either as debt or as equity under state law. The  
treatment of Owner Trust Securities classified as debt is set forth above. The  
following section summarizes federal income tax provisions that would generally 
apply to securities classified for tax purposes as partnership interests.       

PARTNERSHIP TAXATION                                                            

A trust in which the related prospectus supplement specifies that an  
election will be made to treat the trust as a partnership, the Partnership Trust
will not be subject to federal income tax. Rather, each securityholder will be  
required to separately take into account such holder's allocated share of       
income, gains, losses, deductions and credits of the Partnership Trust. It is   
anticipated that the Partnership Trust's income will consist primarily of       
interest earned on the mortgage loans (including appropriate adjustments for    
market discount, OID and bond premium) as described above under "--OID,"        
"--Market Discount" and "--Amortizable Premium" above, and any gain upon        
collection or disposition of mortgage loans. The Partnership Trust's deductions 
will consist primarily of interest expense accruing on the Debt Securities,     
servicing and other fees, and losses or deductions upon collection or           
disposition of Debt Securities.                                                 

    The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement. The          
partnership agreement will provide, in general, unless otherwise specified in a 
prospectus supplement that the securityholders will be allocated taxable income 
of the Partnership Trust for each period of time specified in the related       
prospectus supplement ("COLLECTION PERIOD") equal to the sum of (i) the interest
that accrues on the securities which represent                                  

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interests in the Partnership Trust ("PARTNERSHIP SECURITIES") in accordance with
their terms for such Collection Period, including interest accruing at the      
applicable pass-through rate for such Collection Period and interest on amounts 
previously due on the Partnership Securities but not yet distributed; (ii) any  
Partnership Trust income attributable to discount on the mortgage loans that    
corresponds to any excess of the principal amount of the Partnership Securities 
over their initial issue price; and (iii) any other amounts of income payable to
a securityholder for such Collection Period. Such allocation will be reduced by 
any amortization by the Partnership Trust of premium on mortgage loans that     
corresponds to any excess of the issue price of Partnership Securities over     
their principal amount. All remaining taxable income of the Partnership Trust   
will be allocated to the seller. Based on the economic arrangement of the       
parties, this approach for allocating Partnership Trust income should be        
permissible under applicable Treasury regulations, although no assurance can be 
given that the IRS would not require a greater amount of income to be allocated 
to securityholders. Moreover, even under the foregoing method of allocation,    
securityholders may be allocated interest income at the applicable pass-through 
rate plus the other income items described above, even though the Partnership   
Trust may not have sufficient cash to make current cash distributions of such   
amounts. Thus, cash basis holders will in effect be required to report income   
from the Partnership Securities on the accrual basis and securityholders may    
become liable for taxes on Partnership Trust income even if they have not       
received cash from the Partnership Trust to pay such taxes.                     

   Part or all of the taxable income allocated to a securityholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity     
(including an individual retirement account) may constitute UBTI generally      
taxable to such a holder under the Code.                                        

    A share of expenses of the Partnership Trust (including fees of the Master
Servicer but not interest expense) allocable to an individual, estate or trust  
securityholder would be miscellaneous itemized deductions subject to the        
limitations described above under "Federal Income Tax Consequences--Tax         
Treatment of REMIC Regular Interests and Other Debt Instruments" above.         
Accordingly, such deductions might be disallowed to the individual, estate or   
trust in whole or in part and might result in such holder being taxed on an     
amount of income that exceeds the amount of cash actually distributed to such   
holder over the life of the Partnership Trust.                                  

DISCOUNT AND PREMIUM OF MORTGAGE LOANS                                          

   Unless indicated otherwise in the applicable prospectus supplement, it is
not anticipated that the mortgage loans will have been issued with OID and,     
therefore, the Partnership Trust should not have OID income. However, the       
purchase price paid by the Partnership Trust for the mortgage loans may be      
greater or less than the remaining principal balance of the mortgage loans at   
the time of purchase. If so, the mortgage loans will have been acquired at a    
premium or discount, as the case may be. See "--OID," "--Market Discount" and   
"--Amortizable Premium" above. (As indicated above, the Partnership Trust will  
make this calculation on an aggregate basis, but might be required to recompute 
it on a mortgage loan-by-mortgage loan basis).                                  

   If the Partnership Trust acquires the mortgage loans at a market discount
or premium, the Partnership Trust will elect to include any such discount in    
income currently as it accrues over the life of the mortgage loans or to offset 
any such premium against interest income on the mortgage loans. As indicated    
above, a portion of such market discount income or premium deduction may be     
allocated to securityholders.                                                   

SECTION 708 TERMINATION                                                         

Under Section 708 of the Code, the Partnership Trust will be deemed to
terminate for federal income tax purposes if 50% or more of the capital and     
profits interests in the Partnership Trust are sold or exchanged within a twelve
month period. If such termination occurs, it would cause a deemed contribution  
of the assets of a Partnership Trust (the "OLD PARTNERSHIP") to a new           
Partnership Trust (the "NEW PARTNERSHIP") in exchange for interests in the new  
partnership. Such interests would be deemed distributed to the partners of the  
old partnership in liquidation of the old partnership, which would not          

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constitute a sale or exchange. The Partnership Trust will not comply with       
certain technical requirements that might apply when such a constructive        
termination occurs. As a result, the Partnership Trust may be subject to certain
tax penalties and may incur additional expenses if it is required to comply with
those requirements. Furthermore, the Partnership Trust might not be able to     
comply due to lack of data.                                                     

GAIN OR LOSS ON DISPOSITION OF PARTNERSHIP SECURITIES                           

     Generally, capital gain or loss will be recognized on a sale of Partnership
Securities in an amount equal to the difference between the amount realized and 
your tax basis in the Partnership Securities sold. A securityholder's tax basis 
in a Partnership Security will generally equal the holder's cost increased by   
the holder's share of Partnership Trust income (includible in income) and       
decreased by any distributions received with respect to such Partnership        
Security. In addition, both the tax basis in the Partnership Securities and the 
amount realized on a sale of a Partnership Security would include the holder's  
share of the Debt Securities and other liabilities of the Partnership Trust. A  
holder acquiring Partnership Securities at different prices will be required to 
maintain a single aggregate adjusted tax basis in such Partnership Securities,  
and, upon sale or other disposition of some of the Partnership Securities,      
allocate a portion of such aggregate tax basis to the Partnership Securities    
sold (rather than maintaining a separate tax basis in each Partnership Security 
for purposes of computing gain or loss on a sale of that Partnership Security). 

     Any gain on the sale of a Partnership Security attributable to the holder's
share of unrecognized accrued market discount on the mortgage loans would       
generally be treated as ordinary income to the holder and would give rise to    
special tax reporting requirements. The Partnership Trust does not expect to    
have any other assets that would give rise to such special reporting            
considerations. Thus, to avoid those special reporting requirements, the        
Partnership Trust will elect to include market discount in income as it accrues.

    If a securityholder is required to recognize an aggregate amount of income
(not including income attributable to disallowed itemized deductions described  
above) over the life of the Partnership Securities that exceeds the aggregate   
cash distributions with respect to the Partnership Securities, such excess will 
generally give rise to a capital loss upon the retirement of the Partnership    
Securities.                                                                     

ALLOCATIONS BETWEEN TRANSFERORS AND TRANSFEREES                                 

In general, the Partnership Trust's taxable income and losses will be 
determined each Collection Period and the tax items for a particular Collection 
Period will be apportioned among the securityholders in proportion to the       
principal amount of Partnership Securities owned by them as of the close of the 
last day of such Collection Period. As a result, a holder purchasing Partnership
Securities may be allocated tax items (which will affect its tax liability and  
tax basis) attributable to periods before the actual transaction.               

The use of such a Collection Period convention may not be permitted by
existing regulations. If a Collection Period convention is not allowed (or only 
applies to transfers of less than all of the partner's interest), taxable income
or losses of the Partnership Trust might be reallocated among the               
securityholders. The holder of the residual Partnership Security will be        
authorized to revise the Partnership Trust's method of allocation between       
transferors and transferees to conform to a method permitted by future          
regulations.                                                                    

SECTION 731 DISTRIBUTIONS                                                       

In the case of any distribution to a securityholder, no gain will be  
recognized to that securityholder except to the extent that the amount of any   
money distributed with respect to such security does not exceed the adjusted    
basis of such securityholder's interest in the security. To the extent that the 
amount of money distributed exceeds such securityholder's adjusted basis, gain  
will be currently recognized. In the case of any distribution to a              
securityholder, no loss will be recognized except upon a distribution in        
liquidation of a securityholder's interest. Any gain or loss recognized by a    
securityholder will be capital gain or loss.                                    

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SECTION 754 ELECTION                                                            

  In the event that a securityholder sells its Partnership Securities at a
profit (loss), the purchasing securityholder will have a higher (lower) basis in
the Partnership Securities than the selling securityholder had. The tax basis of
the Partnership Trust's assets would not be adjusted to reflect the higher (or  
lower) basis unless the Partnership Trust were to file an election under Section
754 of the Code. In order to avoid the administrative complexities that would be
involved in keeping accurate accounting records, as well as potentially onerous 
information reporting requirements, the Partnership Trust will not make such an 
election. As a result, a securityholder might be allocated a greater or lesser  
amount of Partnership Trust income than would be appropriate based on its own   
purchase price for Partnership Securities.                                      

   The American Jobs Creation Act of 2004 added a provision to the Code that
would require a partnership with a "substantial built-in loss" immediately after
a transfer of a partner's interest in such partnership to make the types of     
basis adjustments that would be required if an election under Section 754 of the
Code were in effect. This new provision does not apply to a "securitization     
partnership." The applicable prospectus supplement will address whether any     
partnership in which a security represents an interest will constitute a        
securitization partnership for this purpose.                                    

ADMINISTRATIVE MATTERS                                                          

     The trustee is required to keep or have kept complete and accurate books of
the Partnership Trust. Such books will be maintained for financial reporting and
tax purposes on an accrual basis and the fiscal year of the Partnership Trust   
will be the calendar year. The trustee will file a partnership information      
return (IRS Form 1065) with the IRS for each taxable year of the Partnership    
Trust and will report each securityholder's allocable share of the items of     
Partnership Trust income and expense to holders and the IRS on Schedule K-1. The
trustee will provide the Schedule K-1 information to nominees that fail to      
provide the Partnership Trust with the information statement described below and
such nominees will be required to forward such information to the beneficial    
owners of the Partnership Securities. Generally, holders must file tax returns  
that are consistent with the information return filed by the Partnership Trust  
or be subject to penalties unless the holder notifies the IRS of all such       
consistencies.                                                                  

Under Section 6031 of the Code, any person that holds Partnership     
Securities as a nominee at any time during a calendar year is required to       
furnish the Partnership Trust with a statement containing certain information on
the nominee, the beneficial owners and the Partnership Securities so held. Such 
information includes the (i) name, address and taxpayer identification number of
the nominee and (ii) as to each beneficial owner (x) the name, address and      
taxpayer identification number of such person, (y) whether such person is a     
United States Person, a tax-exempt entity or a foreign government, an           
international organization, or any wholly-owned agency or instrumentality of    
either of the foregoing, and (z) certain information on Partnership Securities  
that were held, bought or sold on behalf of such persons throughout the year. In
addition, brokers and financial institutions that hold Partnership Securities   
through a nominee are required to furnish directly to the trustee information as
to themselves and their ownership of Partnership Securities. A clearing agency  
registered under Section 17A of the Securities Exchange Act of 1934, as amended 
is not required to furnish any such information statement to the Partnership    
Trust. The information referred to above for any calendar year must be furnished
to the Partnership Trust on or before the following January 31. Nominees,       
brokers and financial institutions that fail to provide the Partnership Trust   
with the information described above may be subject to penalties.               

   The holder of the residual Partnership Security will be designated as the
TMP in the servicing agreement and as such, will be responsible for representing
the securityholders in any dispute with the IRS. The Code provides for          
administrative examination of a partnership as if the partnership were a        
separate and distinct taxpayer. Generally, the statute of limitations for a     
partnership item does not expire until three years after the date on which the  
partnership information return is filed. Any adverse determination following an 
audit of the return of the Partnership Trust by the appropriate taxing          
authorities could result in an adjustment of the returns of the securityholders,
and, under certain circumstances, a securityholder may be precluded from        
separately litigating a proposed adjustment to the items of the                 

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Partnership Trust. An adjustment could also result in an audit of a             
securityholder's returns and adjustments of items not related to the income and 
losses of the Partnership Trust.                                                

TAX CONSEQUENCES TO FOREIGN SECURITYHOLDERS OF A PARTNERSHIP TRUST              

 It is not clear whether the Partnership Trust would be considered to be
engaged in a trade or business in the United States for purposes of federal     
withholding taxes with respect to foreign persons because there is no clear     
authority dealing with that issue under facts substantially similar to those    
applicable here. Although it is not expected that the Partnership Trust would be
engaged in a trade or business in the United States for such purposes, if so    
specified in the applicable prospectus supplement, the Partnership Trust may    
withhold as if it were so engaged in order to protect the Partnership Trust from
possible adverse consequences of a failure to withhold. The Partnership Trust   
may withhold on the portion of its taxable income that is allocable to          
securityholders that are foreign persons pursuant to Section 1446 of the Code,  
as if such income were effectively connected to a United States trade or        
business. Amounts withheld will be deemed to be distributed to the foreign      
securityholder. Subsequent adoption of Treasury regulations or the issuance of  
other administrative pronouncements may require the Partnership Trust to change 
its withholding procedures. In determining a holder's withholding status, the   
Partnership Trust may rely on IRS Form W-8BEN, IRS Form W-9 or the holder's     
certification of non-foreign status signed under penalties of perjury.          

   To the extent specified in the applicable prospectus supplement, (i) each
foreign securityholder might be required to file an individual or corporate     
United States income tax return (including in the case of a corporation, the    
branch profits tax) on its share of the Partnership Trust's income, (ii) each   
foreign securityholder must obtain a taxpayer identification number from the IRS
and submit that number to the Partnership Trust on Form W-8BEN in order to      
ensure appropriate crediting of the taxes withheld, and (iii) a foreign         
securityholder generally would be entitled to file with the IRS a claim for     
refund with respect to taxes withheld by the Partnership Trust, taking the      
position that no taxes were due because the Partnership Trust was not engaged in
a United States trade or business. Notwithstanding the foregoing, interest      
payments made (or accrued) to a foreign securityholder may be considered        
guaranteed payments to the extent such payments are determined without regard to
the income of the Partnership Trust. If these interest payments are properly    
characterized as guaranteed payments, then the interest may not be considered   
"portfolio interest." As a result, a foreign securityholder may be subject to   
United States federal income tax and withholding at a rate of 30%, unless       
reduced or eliminated pursuant to an applicable treaty. In such case, a foreign 
securityholder would be entitled to claim a refund for that portion of the taxes
in excess of the taxes that should be paid with respect to the guaranteed       
payments. Please consult your tax advisor concerning the withholding            
requirements for partners and their partnerships regulations.                   

BACKUP WITHHOLDING ON PARTNERSHIP SECURITIES                                    

     Distributions made on the Partnership Securities and proceeds from the sale
of the Partnership Securities will be subject to a "backup" withholding tax not 
exceeding 31% if, in general, the securityholder fails to comply with certain   
identification and certification procedures, unless the holder is an exempt     
recipient under applicable provisions of the Code.                              

REPORTABLE TRANSACTIONS                                                         

  Any holder of a security that reports any item or items of income, gain,
expense, or loss in respect of a security for tax purposes in an amount that    
differs from the amount reported for book purposes by more than $10 million, on 
a gross basis, in any taxable year may be subject to certain disclosure         
requirements for "reportable transactions." Prospective investors should consult
their tax advisers concerning any possible tax return disclosure obligation with
respect to the securities.                                                      

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 STATE, FOREIGN AND LOCAL TAX CONSEQUENCES

  In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," you should consider the state, foreign and local      
income tax consequences of the acquisition, ownership, and disposition of the   
securities. State, foreign or local income tax law may differ substantially from
the corresponding federal law, and this discussion does not purport to describe 
any aspect of the income tax laws of any state. Therefore, you should consult   
your tax advisor with respect to the various state tax consequences of an       
investment in the securities.                                                   

ERISA CONSIDERATIONS

GENERAL                                                                         

A fiduciary of a pension, profit-sharing, retirement or other employee
benefit plan subject to Title I of the Employee Retirement Income Security Act  
of 1974, as amended ("ERISA"), should consider the fiduciary standards under    
ERISA in the context of the plan's particular circumstances before authorizing  
an investment of a portion of such plan's assets in the securities. Accordingly,
pursuant to Section 404 of ERISA, such fiduciary should consider among other    
factors:                                                                        

o     whether the investment is for the exclusive benefit of plan   
participants and their beneficiaries;                   

 o     whether the investment satisfies the applicable diversification
requirements;                                           

o     whether the investment is in accordance with the documents and
instruments governing the plan; and                     

  o     whether the investment is prudent, considering the nature of the
investment.                                             

In addition, benefit plans subject to ERISA, as well as individual    
retirement accounts or certain types of Keogh plans not subject to ERISA but    
subject to Section 4975 of the Code (each, a "PLAN"), are prohibited from       
engaging in a broad range of transactions involving Plan assets and persons     
having certain specified relationships to a Plan ("PARTIES IN INTEREST" and     
"DISQUALIFIED PERSONS"). Such transactions are treated as "prohibited           
transactions" under Sections 406 of ERISA and Section 4975 of the Code imposes  
excise taxes upon such persons. We, Goldman, Sachs & Co., each Master Servicer  
or other servicer, any pool insurer, any special hazard insurer, the trustee,   
and certain of our and their affiliates might be considered "parties in         
interest" or "disqualified persons" with respect to a Plan. If so, the          
acquisition, holding or disposition of securities by or on behalf of such Plan  
could be considered to give rise to a "prohibited transaction" within the       
meaning of ERISA and the Code unless an exemption is available. Furthermore, if 
an investing Plan's assets were deemed to include the mortgage loans and not    
merely an interest in the securities, transactions occurring in the management  
of mortgage loans might constitute prohibited transactions and the fiduciary    
investment standards of ERISA could apply to the assets of the trust fund,      
unless an administrative exemption applies.                                     

ERISA CONSIDERATIONS RELATING TO CERTIFICATES                                   

Plan Assets. In DOL Regulation Section 2510.3-101 (the "PLAN ASSET    
REGULATIONS"), the U.S. Department of Labor has defined what constitutes Plan   
assets for purposes of ERISA and Section 4975 of the Code. The Plan Asset       
Regulations provide that if a Plan makes an investment in an "equity interest"  
in an entity, the assets of the entity will be considered the assets of such    
Plan unless certain exceptions apply. We can give no assurance that the         
securities will qualify for any of the exceptions under the Plan Asset          
Regulation. As a result, the mortgage loans may be considered the assets of any 
Plan which acquires securities, unless some administrative exemption is         
available.                                                                      

   Prohibited Transaction Class Exemption 83-1. The U.S. Department of Labor
has issued an administrative exemption, Prohibited Transaction Class Exemption  
83-1 ("PTCE 83-1"), which, under certain conditions, exempts from the           
application of the prohibited transaction rules of ERISA and the                

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excise tax provisions of Section 4975 of the Code transactions involving a Plan 
in connection with the operation of a "mortgage pool" and the purchase, sale and
holding of "mortgage pool pass-through certificates." A "MORTGAGE POOL" is      
defined as an investment pool, consisting solely of interest bearing obligations
secured by first or second mortgages or deeds of trust on single-family         
residential or mixed use property, property acquired in foreclosure and         
undistributed cash. A "MORTGAGE POOL PASS-THROUGH CERTIFICATE" is defined as a  
certificate which represents a beneficial undivided interest in a mortgage pool 
which entitles the holder to pass through payments of principal and interest    
from the mortgage loans.                                                        

For the exemption to apply, PTCE 83-1 requires that:                

o     we and the trustee maintain a system of insurance or other    
        protection for the mortgage loans and the property securing such
            mortgage loans, and for indemnifying holders of certificates against
            reductions in pass-through payments due to defaults in loan payments
           or property damage in an amount at least equal to the greater of 1%
          of the aggregate principal balance of the mortgage loans, or 1% of
          the principal balance of the largest covered pooled mortgage loan;

o     the trustee may not be our affiliate; and                     

 o     the payments we make to and retain in connection with the trust
fund, together with all funds inuring to our benefit for
      administering the trust fund, represent no more than "adequate
      consideration" for selling the mortgage loans, plus reasonable
compensation for services provided to the trust fund.   

   In addition, PTCE 83-1 exempts the initial sale of certificates to a Plan
with respect to which we, the special hazard insurer, the pool insurer, the     
Master Servicer, or other servicer, or the trustee are or is a party in interest
if the Plan does not pay more than fair market value for such certificate and   
the rights and interests evidenced by such certificate are not subordinated to  
the rights and interests evidenced by other certificates of the same pool. PTCE 
83-1 also exempts from the prohibited transaction rules any transactions in     
connection with the servicing and operation of the mortgage pool, provided that 
any payments made to the Master Servicer in connection with the servicing of the
trust fund are made in accordance with a binding agreement, copies of which must
be made available to prospective investors.                                     

In the case of any Plan with respect to which we are or the Master  
Servicer, the special hazard insurer, the pool insurer, or the trustee is a     
fiduciary, PTCE 83-1 will only apply if, in addition to the other requirements: 

     o     the initial sale, exchange or transfer of certificates is expressly
            approved by an independent fiduciary who has authority to manage and
 control those plan assets being invested in certificates;

     o     the Plan pays no more for the certificates than would be paid in an
arm's length transaction;                               

o     no investment management, advisory or underwriting fee, sale  
            commission, or similar compensation is paid to us with regard to the
sale, exchange or transfer of certificates to the Plan; 

     o     the total value of the certificates purchased by such Plan does not
exceed 25% of the amount issued; and                    

     o     at least 50% of the aggregate amount of certificates is acquired by
            persons independent of us, the trustee, the Master Servicer, and the
special hazard insurer or pool insurer.                 

   Before purchasing certificates, a fiduciary of a Plan should confirm that
the trust fund is a "MORTGAGE pool," that the certificates constitute "MORTGAGE 
POOL PASS-THROUGH CERTIFICATES", and that the conditions set forth in PTCE 83-1 
would be satisfied. In addition to making its own determination as to the       
availability of the exemptive relief provided in PTCE 83-1, the Plan fiduciary  
should consider the availability of any other prohibited transaction exemptions.
The Plan fiduciary also should consider its                                     

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general fiduciary obligations under ERISA in determining whether to purchase any
certificates on behalf of a Plan.                                               

UNDERWRITER EXEMPTION                                                           

The DOL has granted to Goldman, Sachs & Co. an individual exemption,  
Prohibited Transaction Exemption 89-88, which was amended pursuant to Prohibited
Transaction Exemption 2000-58 ("PTE 2000-58") and Prohibited Transaction        
Exemption 2002-41 ("PTE 2002-41") (the "EXEMPTION") which is applicable to      
certificates that meet its requirements whenever Goldman, Sachs & Co. or its    
affiliate is the sole underwriter, manager or co-manager of an underwriting     
syndicate or is the selling or placement agent. The Exemption generally exempts 
certain transactions from the application of certain of the prohibited          
transaction provisions of ERISA and the Code provided that the conditions set   
forth in the Exemption are satisfied. These transactions include the servicing, 
managing and operation of investment trusts holding fixed (generally            
non-revolving) pools of enumerated categories of assets which include: single   
and multifamily residential mortgage loans, home equity loans or receivables    
(including cooperative housing loans) and guaranteed government mortgage pool   
certificates and the purchase, sale and holding of certificates which represent 
beneficial ownership interests in the assets of such trusts.                    

General Conditions of Exemption. The Exemption sets forth general   
conditions which must be satisfied for a transaction involving the purchase,    
sale and holding of the certificates to be eligible for exemptive relief        
thereunder:                                                                     

 First, the acquisition of certificates by Plans must be on terms that
are at least as favorable to the Plan as they would be in an arm's-length       
transaction with an unrelated party.                                            

  Second, the assets held by the trust fund must be fully secured (other
than one- to four- family residential mortgage loans and home equity loans or   
receivables backing certain types of certificates, as described below).         
(Mortgage loans, loans, obligations and receivables will be collectively        
referred to as "LOANS.").                                                       

  Third, unless the certificates are issued in "designated transactions"
(as described below) and are backed by fully-secured loans, they may not be     
subordinated.                                                                   

Fourth, the certificates at the time of acquisition by the Plan must
generally be rated in one of the three (or in the case of designated            
transactions, four) highest generic rating categories by Standard & Poor's      
Ratings Services, a Division of The McGraw-Hill Companies, Inc., Moody's        
Investors Services, Inc. or Fitch, Inc. (each, a "RATING AGENCY").              

    Fifth, the trustee generally cannot be an affiliate of any other member,
other than the underwriter, of the "RESTRICTED GROUP," which consists of:       

o     any underwriter as defined in the Exemption;                  

o     the trustee;                                                  

o     us;                                                           

o     the Master Servicer;                                          

o     each servicer;                                                

o     each insurer;                                                 

   o     the counterparty of any "interest-rate swap" (as described below)
held as an asset of the trust fund; and                 

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    o     any obligor with respect to loans constituting more than 5% of the
        aggregate unamortized principal balance of the loans held in the
          trust fund as of the date of initial issuance of the certificates.

      Sixth, the sum of all payments made to, and retained by, such underwriters
must represent not more than reasonable compensation for underwriting the       
certificates; the sum of all payments made to, and retained by, us pursuant to  
the assignment of the loans to the related trust fund must represent not more   
than the fair market value of such loans; and the sum of all payments made to,  
and retained by, the Master Servicer and any other servicer must represent not  
more than reasonable compensation for such person's services under the Agreement
and reimbursement of such person's reasonable expenses in connection therewith. 

Seventh, the following seasoning requirements must be met:          

o     The investment pool must consist only of assets of the type   
         enumerated in the Exemption and which have been included in other
investment pools;                                       

  o     Certificates evidencing interests in such other investment pools
   must have been rated in one of the three (or in the case of
           designated transactions, four) highest generic rating categories by
          one of the rating agencies for at least one year prior to a Plan's
acquisition of certificates; and                        

  o     Certificates evidencing interests in such other investment pools
           must have been purchased by investors other than Plans for at least
one year prior to a Plan's acquisition of certificates. 

  Finally, the investing Plan must be an accredited investor as defined in
Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under  
the Securities Act of 1933, as amended. We assume that only Plans which are     
accredited investors under the federal securities laws will be permitted to     
purchase the certificates. Any certificates representing a beneficial ownership 
interest in revolving credit line mortgage loans will not satisfy the general   
conditions of the Exemption.                                                    

   Recent Amendments to Exemption. PTE 2000-58 (the "AMENDMENT") amended the
Exemption to make the acquisition of certificates by Plans in an initial        
offering or in a secondary market transaction, the holding or transfer of       
certificates and the servicing, management and operation of the trust fund and  
its assets eligible for exemptive relief to a broader range of certificates.    
Prior to such amendment, the Exemption generally permitted Plans to purchase    
only unsubordinated certificates rated within the highest three generic rating  
categories backed by secured collateral. Such certificates had to be issued by a
trust fund which was a grantor trust or a REMIC whose corpus could not include  
certain types of assets such as interest-rate swaps.                            

 Types of Trust Funds. The Amendment has expanded the types of permitted
trust funds to include owner trusts, as well as grantor trusts and REMICs. Owner
trusts are subject to certain restrictions in their governing documents to      
ensure that their assets may not be reached by our creditors in the event of    
bankruptcy or other insolvency and must provide certain legal opinions.         

   Designated Transactions. In the case where the certificates are backed by
trust fund assets which are residential, home equity or multifamily loans which 
are described and defined in the Exemption as designated transactions           
("DESIGNATED TRANSACTIONS"), the Amendment permits the certificates issued by   
the trust fund in such transactions to be rated in one of the highest four      
generic rating categories by a rating agency and/or to be subordinated. The     
assets will qualify for Designated Transaction treatment under the Exemption    
unless otherwise specified in the prospectus supplement. In addition, one subset
of Designated Transactions, residential (one- to four- family) and home equity  
loans, may be less than fully secured, provided that the rights and interests   
evidenced by certificates issued in such Designated Transactions are:           

      o     not subordinated to the rights and interests evidenced by securities
of the same trust fund;                                 

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      o     such certificates acquired by the Plan have received a rating from a
           rating agency at the time of such acquisition that is in one of the
two highest generic rating categories; and              

o     any loan included in the corpus or assets of the trust fund is
            secured by collateral whose fair market value on the closing date of
           the Designated Transactions is at least equal to 80% of the sum of:

                  (a) the outstanding principal balance due under the loan which
is held by the trust fund and                                                   

                 (b) the outstanding principal balance(s) of any other loan(s)
of higher priority (whether or not held by the trust fund) which are secured by 
the same collateral.                                                            

   Insurance Company General Accounts. In the event that certificates do not
meet the requirements of the Exemption solely because they are subordinated     
certificates or fail to meet a minimum rating requirement under the Exemption,  
certain Plans may be eligible to purchase certificates pursuant to Section III  
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") which permits    
insurance company general accounts as defined in PTCE 95-60 to purchase such    
certificates if they otherwise meet all of the other requirements of the        
Exemption.                                                                      

Permitted Assets. The Amendment permits an interest-rate swap to be an
asset of a trust fund which issues certificates acquired by Plans in an initial 
offering or in the secondary market and clarifies the requirements regarding    
yield supplement agreements. An interest-rate swap or (if purchased by or on    
behalf of the trust fund) an interest-rate cap contract (collectively, a "SWAP" 
or "SWAP AGREEMENT") is a permitted trust fund asset if it:                     

o     is an "eligible Swap";                                        

o     is with an "eligible counterparty;"                           

o     is purchased by a "qualified plan investor;"                  

      o     meets certain additional specific conditions which depend on whether
          the Swap is a "ratings dependent Swap" or a "non-ratings dependent
Swap;" and                                              

 o     permits the trust fund to make termination payments to the Swap
           (other than currently scheduled payments) solely from excess spread
or amounts otherwise payable to the servicer or us.     

    The preamble to the Amendment specifies that it is not intended to limit
transactions that were permissible before its publication. Consequently, certain
other interest-rate cap contracts may be permissible under the Exemption.       

An "ELIGIBLE SWAP" is one that:                                     

o        is denominated in U.S. dollars;                                        

o        pursuant to which the trust fund pays or receives, on or immediately   
       prior to the respective payment or distribution date for the class of
       certificates to which the Swap relates, a fixed rate of interest or a
      floating rate of interest based on a publicly available index (e.g.,
       LIBOR or the U.S. Federal Reserve's Cost of Funds Index (COFI)), with
      the trust fund receiving such payments on at least a quarterly basis
     and obligated to make separate payments no more frequently than the
       counterparty, with all simultaneous payments being netted ("ALLOWABLE
INTEREST RATE");                                              

o        has a notional amount that does not exceed either:                     

             (a) the principal balance of the class of certificates to
which the Swap relates, or                                                      

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          (b) the portion of the principal balance of such class
represented by obligations ("ALLOWABLE NOTIONAL Amount");                       

o     is not leveraged (i.e., payments are based on the applicable  
       notional amount, the day count fractions, the fixed or floating
         rates permitted above, and the difference between their products,
        calculated on a one-to-one ratio and not on a multiplier of such
difference);                                            

   o     does not incorporate any provision which could cause a unilateral
alteration in any of the above four requirements; and   

     o     has a final termination date that is either the earlier of the date
           on which the issuer terminates or the related class of certificates
are fully repaid.                                       

An "ELIGIBLE COUNTERPARTY" means a bank or other financial institution
which has a rating at the date of issuance of the certificates, which is in one 
of the three highest long-term credit rating categories or one of the two       
highest short-term credit rating categories, utilized by at least one of the    
rating agencies rating the certificates; provided that, if a counterparty is    
relying on its short-term rating to establish eligibility hereunder, such       
counterparty must either have a long-term rating in one of the three highest    
long-term rating categories or not have a long-term rating from the applicable  
rating agency.                                                                  

  A "QUALIFIED PLAN INVESTOR" is a Plan or Plans where the decision to buy
such class of certificates is made on behalf of the Plan by an independent      
fiduciary qualified to understand the Swap transaction and the effect the Swap  
would have on the rating of the certificates and such fiduciary is either:      

    o     a "qualified professional asset manager" ("QPAM") under Prohibited
     Transaction Class Exemption 84-14 ("PTCE 84-14") (see below);

o     an "in-house asset manager" under Prohibited Transaction Class
Exemption 96-23 ("PTCE 96-23") (see below); or          

  o     has total assets (both Plan and non-Plan) under management of at
           least $100 million at the time the certificates are acquired by the
Plan.                                                   

   In "RATINGS DEPENDENT SWAPS" (where the rating of a class of certificates
is dependent on the terms and conditions of the Swap), the Swap Agreement must  
provide that if the credit rating of the counterparty is withdrawn or reduced by
any rating agency below a level specified by the rating agency, the servicer    
must, within the period specified under the related pooling and servicing       
agreement or other applicable Agreement:                                        

   o     obtain a replacement Swap Agreement with an eligible counterparty
           which is acceptable to the rating agency and the terms of which are
           substantially the same as the current Swap Agreement (at which time
the earlier Swap Agreement must terminate); or          

   o     cause the Swap counterparty to establish any collateralization or
         other arrangement satisfactory to the rating agency such that the
           then-current rating by the rating agency of the particular class of
           certificates will not be withdrawn or reduced (and the terms of the
     Swap Agreement must specifically obligate the counterparty to
         perform these duties for any class of certificates with a term of
more than one year).                                    

In the event that the servicer fails to meet these obligations, Plan  
certificateholders must be notified in the immediately following periodic report
which is provided to certificateholders but in no event later than the end of   
the second month beginning after the date of such failure. Sixty days after the 
receipt of such report, the exemptive relief provided under the Exemption will  
prospectively cease to be applicable to any class of certificates held by a Plan
which involves such ratings dependent Swap.                                     

   "NON-RATINGS DEPENDENT SWAPS" (those where the rating of the certificates
does not depend on the terms and conditions of the Swap) are subject to the     

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following conditions. If the credit rating of the counterparty is withdrawn or  
reduced below the lowest level permitted above, the servicer will, within a     
specified period after such rating withdrawal or reduction:                     

    o     obtain a replacement Swap Agreement with an eligible counterparty,
         the terms of which are substantially the same as the current Swap
            Agreement (at which time the earlier Swap Agreement must terminate);

     o     cause the counterparty to post collateral with the trust fund in an
         amount equal to all payments owed by the counterparty if the Swap
transaction were terminated; or                         

o     terminate the Swap Agreement in accordance with its terms.    

      An "ELIGIBLE YIELD SUPPLEMENT AGREEMENT" is any yield supplement agreement
or similar arrangement or, if purchased by or on behalf of the trust fund, an   
interest rate cap contract to supplement the interest rates otherwise payable on
obligations held by the trust fund ("EYS AGREEMENT"). If the EYS Agreement has a
notional principal amount and/or is written on an International Swaps and       
Derivatives Association, Inc. (ISDA) form, the EYS Agreement may only be held as
an asset of the trust fund with respect to certificates purchased by Plans on or
after April 7, 1998 if it meets the following conditions:                       

o     it is denominated in U.S. dollars;                            

o     it pays an Allowable Interest Rate;                           

o     it is not leveraged;                                          

   o     it does not allow any of these three preceding requirements to be
unilaterally altered without the consent of the trustee;

o     it is entered into between the trust fund and an eligible     
counterparty; and                                       

o     it has an Allowable Notional Amount.                          

Pre-Funding Accounts. The Exemption was amended by PTE 97-34 to extend
exemptive relief to certificates issued in transactions using pre-funding       
accounts whereby a portion of the loans backing the certificates are transferred
to the trust fund within a specified period following the closing date ("DOL    
PRE-FUNDING PERIOD") (see below) instead of requiring that all such loans be    
either identified or transferred on or before the closing date. The relief is   
effective provided that the following conditions are met:                       

  First, the ratio of the amount allocated to the pre-funding account to
the total principal amount of the certificates being offered ("PRE-FUNDING      
LIMIT") must not exceed twenty-five percent (25%).                              

     Second, all loans transferred after the closing date (referred to here as
"ADDITIONAL LOANS") must meet the same terms and conditions for eligibility as  
the original loans used to create the trust fund, which terms and conditions    
have been approved by the rating agency.                                        

     Third, the transfer of such additional loans to the trust fund during the
DOL Pre-Funding Period must not result in the certificates receiving a lower    
credit rating from the rating agency upon termination of the DOL Pre-Funding    
Period than the rating that was obtained at the time of the initial issuance of 
the certificates by the trust fund.                                             

Fourth, solely as a result of the use of pre-funding, the weighted  
average annual percentage interest rate (the "AVERAGE INTEREST RATE") for all of
the loans in the trust fund at the end of the DOL Pre-Funding Period must not be
more than 100 basis points lower than the average interest rate for the loans   
which were transferred to the trust fund on the closing date.                   

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Fifth, either:                                                      

     o     the characteristics of the additional loans must be monitored by an
            insurer or other credit support provider which is independent of the
us; or                                                  

 o     an independent accountant retained by us must provide us with a
          letter (with copies provided to the rating agency, the underwriter
          and the trustee) stating whether or not the characteristics of the
        additional loans conform to the characteristics described in the
       prospectus, prospectus supplement, Private Placement Memorandum
      ("OFFERING DOCUMENTS") and/or the Agreement. In preparing such
    letter, the independent accountant must use the same type of
            procedures as were applicable to the loans which were transferred as
of the closing date.                                    

    Sixth, the DOL Pre-Funding Period must end no later than three months or
90 days after the closing date or earlier, in certain circumstances, if the     
amount on deposit in the pre-funding account is reduced below the minimum level 
specified in the Agreement or an event of default occurs under the Agreement.   

      Seventh, amounts transferred to any pre-funding account and/or capitalized
interest account used in connection with the pre-funding may be invested only in
investments which are permitted by the rating agency and:                       

  o     are direct obligations of, or obligations fully guaranteed as to
         timely payment of principal and interest by, the United States or
         any agency or instrumentality of the United States (provided that
       such obligations are backed by the full faith and credit of the
United States); or                                      

     o     have been rated (or the obligor has been rated) in one of the three
           highest generic rating categories by the rating agency ("ACCEPTABLE
INVESTMENTS").                                          

Eighth, certain disclosure requirements must be met.                  

   Revolving Pool Features. The Exemption only covers certificates backed by
"fixed" pools of loans which require that all the loans must be transferred to  
the trust fund or identified at closing (or transferred within the DOL          
Pre-Funding Period, if pre-funding meeting the conditions described above is    
used). Accordingly, certificates issued by trust funds which feature revolving  
pools of assets will not be eligible for a purchase by Plans. However,          
securities which are notes backed by revolving pools of assets may be eligible  
for purchase by Plans pursuant to certain other prohibited transaction          
exemptions. See discussion below in "--ERISA Considerations Relating to Notes." 

 Limitations on Scope of the Exemption. If the general conditions of the
Exemption are satisfied, the Exemption may provide an exemption from the        
restrictions imposed by ERISA and the Code in connection with the initial       
acquisition, transfer or holding, and the acquisition or disposition in the     
secondary market, of the certificates by Plans. However, no exemption is        
provided from the restrictions of ERISA for the acquisition or holding of a     
certificate on behalf of an "Excluded Plan" by any person who is a fiduciary    
with respect to the assets of such Excluded Plan. For those purposes, an        
"EXCLUDED PLAN" is a Plan sponsored by any member of the Restricted Group.      
Exemptive relief may also be provided for the acquisition, holding and          
disposition of certificates by Plans if the fiduciary or its affiliate is the   
obligor with respect to 5% or less of the fair market value of the loans in the 
trust fund provided that:                                                       

o     the Plan is not an Excluded Plan,                             

      o     each Plan's investment in each class of certificates does not exceed
25% of the outstanding certificates in the class,       

    o     after the Plan's acquisition of the certificates, no more than 25%
           of the assets over which the fiduciary has investment authority are
            invested in certificates of a trust containing assets which are sold
or serviced by the same entity; and                     

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o     in the case of initial issuance (but not secondary market     
        transactions), at least 50% of each class of certificates and at
           least 50% of the aggregate interests in the trust fund are acquired
by persons independent of the Restricted Group.         

ERISA CONSIDERATIONS RELATING TO NOTES                                          

 Under the Plan Asset Regulations, the assets of the trust fund would be
treated as "plan assets" of a Plan for the purposes of ERISA and the Code only  
if the Plan acquires an "equity interest" in the trust fund and none of the     
exceptions contained in the Plan Asset Regulations is applicable. An equity     
interest is defined under the Plan Asset Regulations as an interest other than  
an instrument which is treated as indebtedness under applicable local law and   
which has no substantial equity features. Assuming that the notes are treated as
indebtedness without substantial equity features for purposes of the Plan Asset 
Regulations, then such notes will be eligible for purchase by Plans. However,   
without regard to whether the notes are treated as an "equity interest" for such
purposes, the acquisition or holding of notes by or on behalf of a Plan could be
considered to give rise to a prohibited transaction if the trust fund or any of 
its affiliates is or becomes a party in interest or disqualified person with    
respect to such Plan, or in the event that a note is purchased in the secondary 
market and such purchase constitutes a sale or exchange between a Plan and a    
party in interest or disqualified person with respect to such Plan. There can be
no assurance that the trust fund or any of its affiliates will not be or become 
a party in interest or a disqualified person with respect to a Plan that        
acquires notes.                                                                 

The Amendment to the Exemption permits trust funds which are grantor  
trusts, owner trusts or REMICs to issue notes, as well as certificates, provided
a legal opinion is received to the effect that the noteholders have a perfected 
security interest in the trust fund's assets. The exemptive relief provided     
under the Exemption for any prohibited transactions which could be caused as a  
result of the operation, management or servicing of the trust fund and its      
assets would not be necessary with respect to notes with no substantial equity  
features which are issued as obligations of the trust fund. However, the        
Exemption would provide prohibited transaction exemptive relief, provided that  
the same conditions of the Exemption described above relating to certificates   
are met with respect to the notes. The same limitations of such exemptive relief
relating to acquisitions of certificates by fiduciaries with respect to Excluded
Plans would also be applicable to the notes as described under "--Limitations on
Scope of the Exemption" above.                                                  

     In the event that the Exemption is not applicable to the notes, one or more
other prohibited transaction exemptions may be available to Plans purchasing or 
transferring the notes depending in part upon the type of Plan fiduciary making 
the decision to acquire the notes and the circumstances under which such        
decision is made. These exemptions include, but are not limited to, Prohibited  
Transaction Class Exemption 90-1 (regarding investments by insurance company    
pooled separate accounts), Prohibited Transaction Class Exemption 91-38         
(regarding investments by bank collective investments funds), PTCE 84-14        
(regarding transactions effected by "qualified professional asset managers"),   
PTCE 95-60 (regarding investments by insurance company general accounts) and    
PTCE 96-23 (regarding transactions effected by "in-house asset managers")       
(collectively, the "INVESTOR-BASED EXEMPTIONS"). However, even if the conditions
specified in these Investor-Based Exemptions are met, the scope of the relief   
provided under such Exemptions might or might not cover all acts which might be 
construed as prohibited transactions.                                           

EACH PROSPECTUS SUPPLEMENT WILL CONTAIN INFORMATION CONCERNING        
CONSIDERATIONS RELATING TO ERISA AND THE CODE THAT ARE APPLICABLE TO THE RELATED
SECURITIES. BEFORE PURCHASING SECURITIES IN RELIANCE ON PTCE 83-1, THE          
EXEMPTION, THE INVESTOR-BASED EXEMPTIONS OR ANY OTHER EXEMPTION, A FIDUCIARY OF 
A PLAN SHOULD ITSELF CONFIRM THAT REQUIREMENTS SET FORTH IN SUCH EXEMPTION WOULD
BE SATISFIED.                                                                   

     ANY PLAN INVESTOR WHO PROPOSES TO USE "PLAN ASSETS" OF ANY PLAN TO PURCHASE
SECURITIES OF ANY SERIES OR CLASS SHOULD CONSULT WITH ITS COUNSEL               

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WITH RESPECT TO THE POTENTIAL CONSEQUENCES UNDER ERISA AND SECTION 4975 OF THE  
CODE OF THE ACQUISITION AND OWNERSHIP OF SUCH SECURITIES.                       

  A governmental plan as defined in ERISA is not subject to ERISA, or Code
Section 4975. However, such governmental plan may be subject to federal, state  
and local law, which is, to a material extent, similar to the provisions of     
ERISA or a Code Section 4975. A fiduciary of a governmental plan should make its
own determination as to the propriety of such investment under applicable       
fiduciary or other investment standards, and the need for the availability of   
any exemptive relief under any similar law.                                     

LEGAL INVESTMENT

     The prospectus supplement for each series of securities will specify which,
if any, of the classes of securities offered by it will constitute "mortgage    
related securities" for purposes of the Secondary Mortgage Market Enhancement   
Act of 1984, as amended ("SMMEA"). Generally, the only classes of securities    
which will qualify as "mortgage related securities" will be those that (1) are  
rated in one of two highest rating categories by at least one nationally        
recognized statistical rating organization; and (2) represents ownership of, or 
is secured by, one or more promissory notes or certificate of interest or       
participation in such notes which notes: (a) are directly secured by first liens
on real estate and (b) were originated by certain types of originators specified
in SMMEA. Classes of securities that qualify as "mortgage related securities"   
will be legal investments for those investors whose authorized investments are  
subject to state regulation, to the same extent as, under applicable law,       
obligations issued by or guaranteed as to principal and interest by the United  
States constitute legal investments for them. Those investors are persons,      
trusts, corporations, partnerships, associations, business trusts and business  
entities (including depository institutions, life insurance companies and       
pension funds) created pursuant to or existing under the laws of the United     
States or of any state (including the District of Columbia and Puerto Rico).    
Under SMMEA, if a state enacted legislation before October 4, 1991 specifically 
limiting the legal investment authority of those entities with respect to       
"mortgage related securities," the securities will constitute legal investments 
for entities subject to the legislation only to the extent provided in it.      
Approximately twenty-one states adopted limiting legislation before the October 
4, 1991 deadline.                                                               

Under SMMEA, a number of states enacted legislation, before October 4,
1991, limiting to various extents the ability of certain entities (in           
particular, insurance companies) to invest in "mortgage related securities"     
secured by liens on residential, or mixed residential and commercial properties,
in most cases by requiring the affected investors to rely solely upon existing  
state law, and not SMMEA. Pursuant to Section 347 of the Riegle Community       
Development and Regulatory Improvement Act of 1994, which amended the definition
of "mortgage related security" to include, in relevant part, classes of         
securities satisfying the rating and qualified originator requirements for      
"mortgage related securities," but evidencing interests in a trust fund         
consisting, in whole or in part, of first liens on one or more parcels of real  
estate upon which are located one or more commercial structures, states were    
authorized to enact legislation, on or before September 23, 2001, specifically  
referring to Section 347 and prohibiting or restricting the purchase, holding or
investment by state-regulated entities in those types of securities.            
Accordingly, the investors affected by any state legislation overriding the     
preemptive effect of SMMEA will be authorized to invest in Certificates         
qualifying as "mortgage related securities" only to the extent provided in that 
legislation.                                                                    

  SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and   
federal savings banks may invest in, sell or otherwise deal in "mortgage related
securities" without limitation as to the percentage of their assets represented 
by their investment, federal credit unions may invest in those securities, and  
national banks may purchase those securities for their own account without      
regard to the limitations generally applicable to investment securities set     
forth in 12 U.S.C. ss. 24 (Seventh), subject in each case to those regulations  
as the applicable federal authority may prescribe. In this connection, the      
Office of the Comptroller of the Currency (the "OCC") has amended 12 C.F.R. Part
1 to authorize national banks to purchase and sell for their own account,       
without limitation as to a percentage of the bank's capital and surplus (but    
subject to compliance with certain general standards in 12 C.F.R. ss. 1.5       
concerning "safety and soundness" and retention of credit information), certain 
"Type IV securities," defined in 12 C.F.R. ss. 1.2(m) to include                

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certain "residential mortgage-related securities" and "commercial               
mortgage-related securities." As so defined, "residential mortgage-related      
security" and "commercial mortgage-related security" mean, in relevant part,    
"mortgage related security" within the meaning of SMMEA, provided that, in the  
case of a "commercial mortgage-related security," it "represents ownership of a 
promissory note or certificate of interest or participation that is directly    
secured by a first lien on one or more parcels of real estate upon which one or 
more commercial structures are located and that is fully secured by interests in
a pool of loans to numerous obligors." In the absence of any rule or            
administrative interpretation by the OCC defining the term "numerous obligors," 
no representation is made as to whether any of the offered securities will      
qualify as "commercial mortgage-related securities," and thus as "Type IV       
securities," for investment by national banks. The National Credit Union        
Administration (the "NCUA") has adopted rules, codified at 12 C.F.R. Part 703,  
which permit federal credit unions to invest in "mortgage related securities,"  
other than stripped mortgage related securities (unless the credit union        
complies with the requirements of 12 C.F.R. ss. 703.16(e) for investing in those
securities), residual interests in mortgage related securities, and commercial  
mortgage related securities, subject to compliance with general rules governing 
investment policies and practices; however, credit unions approved for the      
NCUA's "investment pilot program" under 12 C.F.R. ss. 703.19 may be able to     
invest in those prohibited forms of securities, while "RegFlex Credit Unions"   
may invest in commercial mortgage related securities under certain conditions   
pursuant to 12 C.F.R. Section 742.4(b)(2). The Office of Thrift Supervision (the
"OTS") has issued Thrift Bulletin 13a (December 1, 1998), "Management of        
Interest Rate Risk, Investment Securities, and Derivatives Activities," and     
Thrift Bulletin 73a (December 18, 2001), "Investing in Complex Securities,"     
which thrift institutions subject to the jurisdiction of the OTS should consider
before investing in any of the offered securities.                              

 All depository institutions considering an investment in the securities
should review the "Supervisory Policy Statement on Investment Securities and    
End-User Derivatives Activities" (the "1998 POLICY STATEMENT") of the Federal   
Financial Institutions Examination Council, which has been adopted by the Board 
of Governors of the Federal Reserve System, the OCC, the Federal Deposit        
Insurance Corporation and the OTS, effective May 26, 1998, and by the NCUA,     
effective October 1, 1998. The 1998 Policy Statement sets forth general         
guidelines which depository institutions must follow in managing risks          
(including market, credit, liquidity, operational (transaction), and legal      
risks) applicable to all securities (including mortgage pass-through securities 
and mortgage-derivative products) used for investment purposes.                 

    Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies, and guidelines adopted from 
time to time by those authorities before purchasing any classes of securities,  
as certain classes may be deemed unsuitable investments, or may otherwise be    
restricted, under those rules, policies, or guidelines (in certain instances    
irrespective of SMMEA).                                                         

The foregoing does not take into consideration the applicability of   
statutes, rules, regulations, orders, guidelines, or agreements generally       
governing investments made by a particular investor, including, but not limited 
to, "prudent investor" provisions, percentage-of-assets limits and provisions   
that may restrict or prohibit investment in securities that are not "interest   
bearing" or "income paying," and, with regard to any securities issued in       
book-entry form, provisions which may restrict or prohibit investments in       
securities which are issued in book-entry form.                                 

Except as to the status of certain classes of securities as "mortgage 
related securities," no representations are made as to the proper               
characterization of the securities for legal investment purposes, financial     
institution regulatory purposes, or other purposes, or as to the ability of     
particular investors to purchase securities under applicable legal investment   
restrictions. The uncertainties described above (and any unfavorable future     
determinations concerning legal investment or financial institution regulatory  
characteristics of the securities) may adversely affect the liquidity of the    
securities.                                                                     

     Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements, or review by  
regulatory authorities should consult with their own legal advisors in          
determining whether and to what extent the securities constitute legal          
investments or are subject to investment, capital, or other restrictions, and,  
if applicable, whether SMMEA has been overridden in any jurisdiction relevant to
that investor.                                                                  

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There may be other restrictions on the ability of certain investors,  
including depository institutions, either to purchase securities or to purchase 
securities representing more than a specified percentage of the investor's      
assets. Investors are encouraged to consult their own legal advisors in         
determining whether and to what extent the securities constitute legal          
investments for them.                                                           

METHOD OF DISTRIBUTION

    We will offer the securities in series. The distribution of the securities
may be effected from time to time in one or more transactions, including        
negotiated transactions, at a fixed public offering price or at varying prices  
to be determined at the time of sale or at the time of commitment for such      
securities. If so specified in the related prospectus supplement, Goldman, Sachs
& Co., our affiliate, acting as underwriter with other underwriters, if any,    
named in such prospectus supplement will distribute the securities in a firm    
commitment underwriting, subject to the terms and conditions of the underwriting
agreement. In such event, the related prospectus supplement may also specify    
that the underwriters will not be obligated to pay for any securities agreed to 
be purchased by purchasers pursuant to purchase agreements acceptable to us. In 
connection with the sale of the securities, underwriters may receive            
compensation from us or from purchasers of the securities in the form of        
discounts, concessions or commissions. The related prospectus supplement will   
describe any such compensation that we pay.                                     

    Alternatively, the related prospectus supplement may specify that Goldman,
Sachs & Co. with other underwriters, if any, named in the prospectus supplement,
each acting as agent (if so specified in the related prospectus supplement, on a
best effort basis) or in some cases as principal with respect to securities that
it has previously purchased or agreed to purchase, will distribute the          
securities. If the underwriters act as agents in the sale of securities, the    
underwriters will receive a selling commission with respect to each series of   
securities, depending on market conditions, expressed as a percentage of the    
aggregate principal balance of the securities sold as of the closing date. The  
exact percentage for each series of securities will be disclosed in the related 
prospectus supplement. To the extent that the underwriters elect to purchase    
securities as principal, the underwriters may realize losses or profits based   
upon the difference between its purchase price and the sales price. The related 
prospectus supplement with respect to any series offered other than through     
underwriters will contain information regarding the nature of such offering and 
any agreements to be entered into between us and purchasers of securities of    
such series.                                                                    

The securities of any series may also be distributed by inclusion as  
underlying securities that back the securities of another issuing entity,       
whether such issuing entity is formed by us or otherwise.                       

     We will indemnify Goldman, Sachs & Co. and any underwriters against certain
civil liabilities, including liabilities under the Securities Act of 1933, or   
will contribute to payments Goldman, Sachs & Co. and any underwriters may be    
required to make in respect of such liabilities.                                

    In the ordinary course of business, we and Goldman, Sachs & Co. may engage
in various securities and financing transactions, including repurchase          
agreements to provide interim financing of our mortgage loans pending the sale  
of such mortgage loans or interests in such mortgage loans, including the       
securities.                                                                     

 Goldman, Sachs & Co. may use this prospectus and the related prospectus
supplement in connection with offers and sales related to market-making         
transactions in the securities. Goldman, Sachs & Co. may act as principal or    
agent in such transactions. Such sales will be made at prices related to        
prevailing market prices at the time of sale or otherwise.                      

   We anticipate that the securities will be sold primarily to institutional
investors. Purchasers of securities, including dealers, may, depending on the   
facts and circumstances of such purchases, be deemed to be "underwriters" within
the meaning of the Securities Act of 1933 in connection with reoffers and sales 
by them of securities. Securityholders should consult with their legal advisors 
in this regard before any such reoffer or sale.                                 

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 LEGAL MATTERS

Cadwalader, Wickersham & Taft LLP, New York, New York, or such other  
counsel to the seller and the underwriters as may be identified in the related  
prospectus supplement, will pass upon the legality of the securities of each    
series, including certain federal income tax consequences with respect to such  
securities.                                                                     

 FINANCIAL INFORMATION

   A new trust fund will be formed with respect to each series of securities
and no trust fund will engage in any business activities or have any assets or  
obligations before the issuance of the related series of securities.            
Accordingly, no financial statements with respect to any trust fund will be     
included in this prospectus or in the related prospectus supplement.            

RATINGS                                                                         

    It is a condition to the issuance of the securities of each series offered
by this prospectus and by the related prospectus supplement that the nationally 
recognized statistical rating agency or agencies specified in the prospectus    
supplement shall have rated the securities in one of the four highest rating    
categories.                                                                     

    Ratings on mortgage-backed securities address the likelihood of receipt by
securityholders of all distributions on the underlying mortgage loans or other  
assets. These ratings address the structural, legal and issuer-related aspects  
associated with such securities, the nature of the underlying mortgage loans or 
other assets and the credit quality of the guarantor, if any. Ratings on        
mortgage-backed securities do not represent any assessment of the likelihood of 
Principal Prepayments by mortgagors or of the degree by which such prepayments  
might differ from those originally anticipated. As a result, securityholders    
might suffer a lower than anticipated yield, and, in addition, holders of       
stripped securities under certain scenarios might fail to recoup their          
underlying investments.                                                         

   A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. You should evaluate each security rating independently of any     
other security rating.                                                          

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 WHERE YOU CAN FIND MORE INFORMATION

  We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933, as amended, with respect to the     
securities. This prospectus and the prospectus supplement relating to each      
series contain summaries of the material terms of the documents they refer to,  
but do not contain all of the information set forth in the registration         
statement of which this prospectus is a part. For further information, we refer 
you to such registration statement. You can inspect and copy the registration   
statement at the public reference facilities maintained by the Securities and   
Exchange Commission. The Securities and Exchange Commission 's public reference 
facilities are located at its Public Reference Room, 100 F Street, N.E.,        
Washington, D.C. 20549. Information as to the operation of the public reference 
facility is available by calling the Securities and Exchange Commission at      
1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet    
website that contains reports, proxy and information statements and other       
information that we file electronically with the Securities and Exchange        
Commission. The address of such Internet website is (http://www.sec.gov).       

     This prospectus and any prospectus supplement do not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the         
certificates and notes referred to in this prospectus and any prospectus        
supplement. This prospectus and any prospectus supplement do not constitute an  
offer of securities to any person in any state or other jurisdiction in which   
such offer would be unlawful.                                                   

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 INDEX

    Unless the context indicates otherwise, the following terms shall have the
meanings set forth on the page indicated below:                                 

                                                        [Enlarge/Download Table]

                                                                                                            
1996 Lender Liability Act..........................78  Exemption.........................................111
1998 Policy Statement.............................119  EYS Agreement.....................................115
30% Test...........................................97  Fannie Mae.........................................20
Acceptable Investments............................116  FHA............................................14, 43
Accounts...........................................29  FHA Debenture Rate.................................44
accrual securities.................................31  FHA Loans..........................................18
additional loans..................................115  Financial Intermediary.............................36
agency securities..................................13  foreign person.....................................91
Agreement..........................................14  foreign person certification.......................91
Allowable Interest Rate...........................113  Freddie Mac........................................21
Allowable Notional Amount.........................114  FTC................................................74
Amendment.........................................112  Garn-St. Germain Act...............................75
Applicable Amount..................................81  GNMA...............................................18
Assignment Program.................................43  GNMA I Certificate.................................19
Available Funds....................................31  GNMA II Certificate................................19
average interest rate.............................115  Grantor Trust......................................99
Beneficial Owner...................................36  Grantor Trust Securities...........................81
Call Class.........................................30  Housing Act........................................18
Callable Class.....................................30  HUD................................................43
capitalized interest accounts......................26  Indirect Participant...............................36
CERCLA.............................................78  Insurance Proceeds.................................53
Clearstream........................................35  Interest Weighted Certificate......................84
Code...............................................80  Investor-Based Exemptions.........................117
Collection Period.................................104  IO Securities......................................99
combination........................................33  IRS................................................80
Complementary Securities..........................102  lenders............................................14
Contingent Payment Obligations.....................85  Liquidation Expenses...............................53
Contingent Payment Regulations.....................85  Liquidation Proceeds...............................53
Cooperative loans..................................13  loans.............................................111
current principal amount...........................31  Loan-to-Value Ratio................................16
Current Recognition Election.......................86  lock-out period....................................30
Debt Instruments...................................82  Loss Amount........................................46
Debt Securities....................................81  manufactured home..................................17
Definitive Securities..............................37  Manufactured housing contracts.....................13
Designated Transactions...........................112  Mark-to-Market Regulations.........................96
Direct Participants................................36  Master Servicer....................................16
Disqualified Organization..........................95  MERS...............................................51
disqualified persons..............................109  Mortgage...........................................51
DOL Pre-Funding Period............................115  mortgage loans.....................................13
DTC................................................35  mortgage pool.....................................110
DTCC...............................................36  mortgage pool pass-through certificate............110
eligible counterparty.............................114  multifamily loans..................................13
eligible Swap.....................................113  Multiple Rate VRDI.................................85
eligible yield supplement agreement...............115  National Housing Act...............................43
ERISA....................................33, 100, 109  NCUA..............................................119
Euroclear..........................................35  Net Series Rate...................................102
Euroclear Operator.................................38  new partnership...................................105
excess inclusion income............................93  Non-ratings dependent Swaps.......................114
exchangeable securities............................33  OCC...............................................118
Excluded Plan.....................................116  Offering Documents................................116

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OID................................................80  Ratio Securities...................................99
OID Regulations....................................82  RCRA...............................................78
old partnership...................................105  Refinance Loan.....................................16
Ordinary Ratio Security...........................102  REITs..............................................80
OTS...............................................119  related............................................33
outside reserve fund...............................82  Relief Act.........................................77
Owner Trust.......................................104  REMIC Residual Certificates........................81
Owner Trust Securities.............................81  REMICs.............................................30
parties in interest...............................109  Restricted Group..................................111
Partnership Securities............................105  Retained Interest..................................29
Pass-Through Securities............................99  revolving credit line mortgage loans...............13
Permitted Investments..............................48  RHS............................................14, 46
Plan..............................................109  RHS Loans..........................................18
Plan Asset Regulations............................109  RICs...............................................80
PMBS...............................................23  Rules..............................................37
PMBS pooling and servicing agreement...............23  Securities Account.................................54
PMBS servicer......................................23  Securityholder.....................................36
PMBS trustee.......................................23  single family loans................................13
PO Securities......................................99  Single Rate VRDI...................................85
pre-funding accounts...............................25  single-class REMICs................................82
Pre-Funding Limit.................................115  SMMEA.............................................118
Prepayable Obligations.............................82  Strip Securities...................................99
Prepayment Assumption..............................82  Stripping Regulations.............................100
primary insurance policy...........................14  Swap..............................................113
primary insurer....................................58  Swap Agreement....................................113
Principal Prepayments..............................32  Tax Administrator..................................81
privately issued mortgage-backed securities........13  Tax Counsel........................................81
Protected Account..................................53  TIN................................................91
PTCE 83-1.........................................109  TMP................................................92
PTCE 84-14........................................114  U.S. Government Securities.........................25
PTCE 95-60........................................113  UBTI...............................................93
PTCE 96-23........................................114  UCC................................................68
PTE 2000-58.......................................111  United States Housing Act..........................43
PTE 2002-41.......................................111  USDA...............................................46
QPAM..............................................114  VA.............................................14, 45
QSI................................................83  VA Entitlement Percentage..........................45
qualified plan investor...........................114  VA Loans...........................................18
Qualifying REIT Interest...........................97  VRDI...............................................84
rating agency.....................................111  WAM................................................83
ratings dependent Swaps...........................114  Weighted Average Certificates......................85

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 ANNEX I

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

      A holder that is not a "United States person" (a "U.S. PERSON") within the
meaning of Section 7701(a)(30) of the Internal Revenue Code (a "NON-U.S.        
HOLDER") holding a book-entry certificate through Clearstream, Euroclear or DTC 
may be subject to U.S. withholding tax unless such holder provides certain      
documentation to the issuer of such holder's book-entry certificate, the paying 
agent or any other entity required to withhold tax (any of the foregoing, a     
"U.S. WITHHOLDING AGENT") establishing an exemption from withholding. A non-U.S.
holder may be subject to withholding unless each U.S. withholding agent         
receives:                                                                       

 1 from a non-U.S. holder that is classified as a corporation for U.S.
federal income tax purposes or is an individual, and is eligible for the        
benefits of the portfolio interest exemption or an exemption (or reduced rate)  
based on a treaty, a duly completed and executed IRS form W-8BEN (or any        
successor form);                                                                

    2. from a non-U.S. holder that is eligible for an exemption on the basis
that the holder's income from the Offered Security is effectively connected to  
its U.S. trade or business, a duly completed and executed IRS Form W-8ECI (or   
any successor form);                                                            

  3. from a non-U.S. holder that is classified as a partnership for U.S.
federal income tax purposes, a duly completed and executed IRS Form W-8IMY (or  
any successor form) with all supporting documentation (as specified in the U.S. 
Treasury Regulations) required to substantiate exemptions from withholding on   
behalf of its partners; certain partnerships may enter into agreements with the 
IRS providing for different documentation requirements and it is recommended    
that such partnerships consult their tax advisors with respect to these         
certification rules;                                                            

    4. from a non-U.S. holder that is an intermediary (i.e., a person acting
as a custodian, a broker, nominee or otherwise as an agent for the beneficial   
owner of an Offered Security):                                                  

        (a) if the intermediary is a "qualified intermediary" within the
   meaning of section 1.1441-1(e)5(ii) of the U.S. Treasury Regulations (a
    "QUALIFIED INTERMEDIARY"), a duly completed and executed IRS Form W-8IMY
(or any successor or substitute form)--                             

                 (i) stating the name, permanent residence address and qualified
     intermediary employer identification number of the qualified intermediary
 and the country under the laws of which the qualified intermediary is
created, incorporated or governed,                                  

                (ii) certifying that the qualified intermediary has provided, or
will provide, a withholding a statement as required under section   
1.1441-1(e)(5)(v) of the U.S. Treasury Regulations,                 

                (iii) certifying that, with respect to accounts it identifies on
   its withholding statement, the qualified intermediary is not acting for
its own account but is acting as a qualified intermediary, and      

        (iv) providing any other information, certifications, or
  statements that may be required by the IRS Form W-8IMY or accompanying
instructions in addition to, or in lieu of, the information and     
      certifications described in section 1.1441(e)(3)(ii), or 1.1441-1(e)(5)(v)
of the U.S. Treasury Regulations; or                                

  (b) if the intermediary is not a qualified intermediary (a
"NONQUALIFIED INTERMEDIARY"), a duly completed and executed IRS Form
W-8IMY (or any successor or substitute form)--                      

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                        (i) stating the name and permanent residence address
    of the nonqualified intermediary and the country under the laws of
 which the nonqualified intermediary is created, incorporated or
governed,                                                     

                         (ii) certifying that the nonqualified intermediary is
not acting for its own account,                               

                       (iii) certifying that the nonqualified intermediary
has provided, or will provide, a withholding statement that is
   associated with the appropriate IRS Forms W-8 and W-9 required to
         substantiate exemptions from withholding on behalf of such nonqualified
intermediary's beneficial owners, and                         

                        (iv) providing any other information, certifications
or statements that may be required by the IRS Form W-8IMY or  
accompanying instructions in addition to, or in lieu of the   
  information, certifications, and statements described in section
  1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury Regulations: or

     5. from a non-U.S. holder that is a trust, depending on whether the trust
is classified for U.S. federal income tax purposes as the beneficial owner of   
the Offered Security either an IRS Form W-8BEN or W-8IMY; any non-U.S. holder   
that is a trust should consult its tax advisors to determine which of these     
forms it should provide.                                                        

      All non-U.S. holders will be required to update the above-listed forms and
any supporting documentation in accordance with the requirements under the U.S. 
Treasury Regulations. These forms generally remain in effect for a period       
starting on the date the form is signed and ending on the last day of the third 
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if      
furnished with a taxpayer identification number, remains in effect until the    
status to the beneficial owner changes, to a change in circumstances makes any  
information on the form incorrect.                                              

      In addition, all holders, including holders that are U.S. persons, holding
book-entry certificates through Clearstream, Euroclear or DTC may be subject to 
backup withholding unless the holder --                                         

                (i) provides the appropriate IRS Form W-8 (or any successor or
      substitute form), duly completed and executed, if the holder is a non-U.S.
holder;                                                             

              (ii) provides a duly completed and executed IRS Form W-9, if
the holder is a U.S. person; or                                     

                 (iii) can be treated as a "exempt recipient" within the meaning
of section 1.6049-4(c)(1)(iii) of the U.S. treasury Regulations (e.g., a        
corporation or a financial institution such as a bank).                         

    This summary does not deal with all of the aspects of U.S. federal
income tax withholding or backup withholding that may be relevant to investors  
that are non-U.S. holders. Such holders are advised to consult their own tax    
advisors for specific tax advice concerning their holding and disposing of      
book-entry certificates.                                                        

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=============================================================================== 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY 
REFERENCE INTO THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. WE HAVE NOT        
AUTHORIZED ANYONE TO GIVE YOU DIFFERENT INFORMATION. WE DO NOT CLAIM THE        
ACCURACY OF THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AS  
OF ANY DATE OTHER THAN THE DATE STATED ON THE COVER PAGE. WE ARE NOT OFFERING   
THE SECURITIES IN ANY STATES WHERE IT IS NOT PERMITTED.                         

----------------

GS MORTGAGE SECURITIES CORP.
DEPOSITOR 

LITTON LOAN SERVICING LP
SERVICER

----------------

DEALER PROSPECTUS DELIVERY OBLIGATION. UNTIL FEBRUARY 19, 2006 (90 DAYS AFTER   
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT), ALL DEALERS THAT EFFECT            
TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THE           
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE   
DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS AN UNDERWRITER AND   
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.                       

================================================================================

================================================================================

$855,339,200
(Approximate)(1)

GSAMP TRUST 2005-HE5

$405,814,000 CLASS A-1
VARIABLE RATE CERTIFICATES

$147,890,000 CLASS A-2A 
VARIABLE RATE CERTIFICATES

$45,328,000 CLASS A-2B
VARIABLE RATE CERTIFICATES

$53,171,000 CLASS A-2C
VARIABLE RATE CERTIFICATES

$46,362,000 CLASS A-2D
VARIABLE RATE CERTIFICATES

$36,888,000 CLASS M-1 
VARIABLE RATE CERTIFICATES

$33,660,000 CLASS M-2 
VARIABLE RATE CERTIFICATES

$23,516,000 CLASS M-3 
VARIABLE RATE CERTIFICATES

$16,600,000 CLASS M-4 
VARIABLE RATE CERTIFICATES

$16,599,000 CLASS M-5 
VARIABLE RATE CERTIFICATES

$14,294,000 CLASS M-6 
VARIABLE RATE CERTIFICATES

$15,217,000 CLASS M-7 
VARIABLE RATE CERTIFICATES

$50 CLASS R-1 
RESIDUAL CERTIFICATES 

$100 CLASS R-2
RESIDUAL CERTIFICATES 

$50 CLASS R-3 
RESIDUAL CERTIFICATES 

----------------

PROSPECTUS SUPPLEMENT 

----------------

GOLDMAN, SACHS & CO.

---------------                                                                 
(1) Subject to a variance of +/-5                                               

================================================================================