GSAMP Trust 2005-HE5 – ‘8-K’ for 11/22/05 – EX-4

On:  Wednesday, 12/7/05, at 5:26pm ET   ·   For:  11/22/05   ·   Accession #:  914121-5-2306   ·   File #:  333-127620-09

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                                                                       EXHIBIT 4

                                                                  EXECUTION COPY

================================================================================

 GS MORTGAGE SECURITIES CORP.,

Depositor,

 LITTON LOAN SERVICING LP,

 Servicer,

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

Custodian,

 and

 DEUTSCHE BANK NATIONAL TRUST COMPANY,

 Trustee

------------------------------------------------------------

 POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2005

------------------------------------------------------------

GSAMP TRUST 2005-HE5

 MORTGAGE PASS-THROUGH CERTIFICATES,

 SERIES 2005-HE5

================================================================================

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 TABLE OF CONTENTS

 ARTICLE I

 DEFINITIONS

Section 1.01   Definitions.................................................     

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

Section 2.01   Conveyance of Mortgage Loans................................     
Section 2.02   Acceptance by the Trustee of the Mortgage Loans.............     
Section 2.03   Representations, Warranties and Covenants of the                 
             Servicer and the Custodian...............................
Section 2.04   Execution and Delivery of Certificates......................     
Section 2.05   REMIC Matters...............................................     
Section 2.06   Representations and Warranties of the Depositor.............     
Section 2.07   Enforcement of Obligations for Breach of Mortgage Loan           
             Representations..........................................

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF MORTGAGE LOANS

Section 3.01   Servicer to Service Mortgage Loans..........................     
Section 3.02   Subservicing Agreements between the Servicer and                 
             Subservicers.............................................
Section 3.03   Successor Subservicers......................................     
Section 3.04   Liability of the Servicer...................................     
Section 3.05   No Contractual Relationship between Subservicers and the         
             Trustee..................................................
Section 3.06   Assumption or Termination of Subservicing Agreements by          
             Trustee..................................................
Section 3.07   Collection of Certain Mortgage Loan Payments................     
Section 3.08   Subservicing Accounts.......................................     
Section 3.09   Collection of Taxes, Assessments and Similar Items;              
             Escrow Accounts..........................................
Section 3.10   Collection Account..........................................     
Section 3.11   Withdrawals from the Collection Account.....................     
Section 3.12   Investment of Funds in the Collection Account and the            
             Distribution Account.....................................
Section 3.13   Maintenance of Hazard Insurance, Errors and Omissions            
             and Fidelity Coverage....................................
Section 3.14   Enforcement of Due-on-Sale Clauses; Assumption Agreements...     
Section 3.15   Realization upon Defaulted Mortgage Loans...................     
Section 3.16   Release of Mortgage Files...................................     
Section 3.17   Title, Conservation and Disposition of REO Property.........     
Section 3.18   Notification of Adjustments.................................     
Section 3.19   Access to Certain Documentation and Information                  
             Regarding the Mortgage Loans.............................
Section 3.20   Documents, Records and Funds in Possession of the                
             Servicer to Be Held for the Trustee......................
Section 3.21   Servicing Compensation......................................     
Section 3.22   Annual Statement as to Compliance...........................     
Section 3.23   Annual Independent Public Accountants' Servicing                 
             Statement; Financial Statements..........................
Section 3.24   Trustee to Act as Servicer..................................     
Section 3.25   Compensating Interest.......................................     
Section 3.26   Credit Reporting; Gramm-Leach-Bliley Act....................     
Section 3.27   Excess Reserve Fund Account; Distribution Account...........     
Section 3.28   Optional Purchase of Delinquent Mortgage Loans..............     

ARTICLE IV

 DISTRIBUTIONS AND
ADVANCES BY THE SERVICER

Section 4.01   Advances....................................................     
Section 4.02   Priorities of Distribution..................................     
Section 4.03   Monthly Statements to Certificateholders....................     
Section 4.04   Certain Matters Relating to the Determination of LIBOR......     
Section 4.05   Allocation of Applied Realized Loss Amounts.................     
Section 4.06   Supplemental Interest Trust.................................     

 ARTICLE V

THE CERTIFICATES

Section 5.01   The Certificates............................................     
Section 5.02   Certificate Register; Registration of Transfer and               
             Exchange of Certificates.................................
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates...........     
Section 5.04   Persons Deemed Owners.......................................     
Section 5.05   Access to List of Certificateholders' Names and Addresses...     
Section 5.06   Maintenance of Office or Agency.............................     

ARTICLE VI

THE DEPOSITOR AND THE SERVICER

Section 6.01   Respective Liabilities of the Depositor and the Servicer....     
Section 6.02   Merger or Consolidation of the Depositor or the Servicer....     
Section 6.03   Limitation on Liability of the Depositor, the Servicer           
             and Others...............................................
Section 6.04   Limitation on Resignation of the Servicer...................     
Section 6.05   Additional Indemnification by the Servicer; Third Party          
             Claims...................................................
Section 6.06   Servicing Rights Pledge.....................................     

 ARTICLE VII

 DEFAULT

Section 7.01   Events of Default...........................................     
Section 7.02   Trustee to Act; Appointment of Successor....................     
Section 7.03   Notification to Certificateholders..........................     

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01   Duties of the Trustee.......................................     
Section 8.02   Certain Matters Affecting the Custodian and the Trustee.....     
Section 8.03   Trustee Not Liable for Certificates or Mortgage Loans.......     
Section 8.04   Trustee May Own Certificates................................     
Section 8.05   Trustee's Fees and Expenses.................................     
Section 8.06   Eligibility Requirements for the Trustee....................     
Section 8.07   Resignation and Removal of the Trustee......................     
Section 8.08   Successor Trustee...........................................     
Section 8.09   Merger or Consolidation of the Trustee......................     
Section 8.10   Appointment of Co-Trustee or Separate Trustee...............     
Section 8.11   Tax Matters.................................................     
Section 8.12   Periodic Filings............................................     
Section 8.13   Tax Treatment of Upper-Tier Carry Forward Amounts, Basis         
         Risk Carry Forward Amounts, the Supplemental Interest
             Trust and the Interest Rate Swap Agreement...............
Section 8.14   Custodial Responsibilities..................................     
Section 8.15   Limitations on Custodial Responsibilities...................     

ARTICLE IX

 TERMINATION

Section 9.01   Termination upon Liquidation or Purchase of the Mortgage         
             Loans....................................................
Section 9.02   Final Distribution on the Certificates......................     
Section 9.03   Additional Termination Requirements.........................     

 ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01  Amendment...................................................     
Section 10.02  Recordation of Agreement; Counterparts......................     
Section 10.03  Governing Law...............................................     
Section 10.04  Intention of Parties........................................     
Section 10.05  Notices.....................................................     
Section 10.06  Severability of Provisions..................................     
Section 10.07  Assignment; Sales; Advance Facilities.......................     
Section 10.08  Limitation on Rights of Certificateholders..................     
Section 10.09  Inspection and Audit Rights.................................     
Section 10.10  Certificates Nonassessable and Fully Paid...................     
Section 10.11  Waiver of Jury Trial........................................     
Section 10.12  Limitation of Damages.......................................     
Section 10.13  Rights of the Swap Provider.................................     
Section 10.14  No Solicitation.............................................     

SCHEDULES                                                                       

Schedule I    Mortgage Loan Schedule                                            

Schedule II   Representations and Warranties of Litton Loan  Servicing LP, as   
Servicer                                            

Schedule III  Representations and Warranties of J.P.   Morgan  Trust Company,   
National Association, as Custodian                  

EXHIBITS                                                                        

Exhibit A-1   Form of Class A, Class M and Class B Certificates                 

Exhibit B     Form of Class P Certificate                                       

Exhibit C     [Reserved]                                                        

Exhibit D-1   Form of Class R-1 Certificate                                     

Exhibit D-2   Form of Class R-2 Certificate                                     

Exhibit D-3   Form of Class R-3 Certificate                                     

Exhibit E     Form of Class X Certificate                                       

Exhibit F     Form of Initial Certification of Custodian                        

Exhibit G     Form of Document Certification and Exception Report of Custodian  

Exhibit H     Form of Residual Transfer Affidavit                               

Exhibit I     Form of Transferor Certificate                                    

Exhibit J     Form of Rule 144A Letter                                          

Exhibit K     Form of Investment Letter (Non-Rule 144A)                         

Exhibit L     Form of Request for Release                                       

Exhibit M     Contents of Each Mortgage File                                    

Exhibit N     [Reserved]                                                        

Exhibit O     Form of Certification to be provided with Form 10-K               

Exhibit P     Form of Trustee Certification to be provided to Depositor         

Exhibit Q     Form of Servicer Certification to be provided to Depositor        

Exhibit R     Form of Power of Attorney                                         

Exhibit S     Representations and Warranties Agreement                          

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           THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 2005,
is among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the "Depositor"),
LITTON LOAN SERVICING LP, a Delaware limited partnership (the "Servicer"), J.P. 
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (the 
"Custodian"), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking      
association, as trustee (the "Trustee").                                        

W I T N E S S E T H:
- - - - - - - - - - 

       In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:                                                

 PRELIMINARY STATEMENT

            The Trustee shall elect that eight segregated asset pools within the
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the Interest Rate    
Swap Agreement, (iii) the Supplemental Interest Trust, (iv) the Excess Reserve  
Fund Account and (v) the right of the LIBOR Certificates to receive Upper-Tier  
Carry Forward Amounts and, without duplication, Basis Risk Carry Forward Amounts
and the obligation to pay Class IO Shortfalls) be treated for federal income tax
purposes as comprising eight REMICs (each, a "Trust REMIC" or, in the           
alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier REMIC,  
the Upper-Tier REMIC, the Class M-8 REMIC, the Class B-1 REMIC, the Class B-2   
REMIC and the Class X REMIC, respectively). The Class X Interest and each Class 
of LIBOR Certificates (other than the right of each Class of LIBOR Certificates 
to receive (i) Upper-Tier Carry Forward Amounts and, without duplication, Basis 
Risk Carry Forward Amounts and (ii) the obligation to pay Class IO Shortfalls)  
represents ownership of a regular interest in a REMIC for purposes of the REMIC 
Provisions.                                                                     

           The Class R-1 Certificates represent ownership of the sole class of
residual interest in each of Pooling-Tier REMIC-2, the Lower-Tier REMIC and the 
Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R-2            
Certificates represent ownership of the sole class of residual interest in the  
Pooling-Tier REMIC-1 for purposes of the REMIC Provisions. The Class R-3        
Certificates represent ownership of the sole class of residual interest in the  
Class M-8 REMIC, the Class B-1 REMIC, the Class B-2 REMIC and the Class X REMIC 
for purposes of the REMIC Provisions. The Start-up Day for each REMIC described 
herein is the Closing Date. The latest possible maturity date for each          
Certificate is the latest date referenced in Section 2.05.                      

           The Class X REMIC shall hold as assets the Class UT-X Interest, the
Class UT-IO Interest and the Class UT-3 Interest as set out below. The          
Upper-Tier REMIC shall hold as assets the several classes of uncertificated     
Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as 
assets the several classes of uncertificated Pooling-Tier REMIC-2 Regular       
Interests. Pooling-Tier REMIC-2 shall hold as assets the several classes of     
uncertificated Pooling-Tier REMIC-1 Regular Interests. Pooling-Tier REMIC-1     
shall hold as assets the assets of the Trust Fund (exclusive of (i) the         
Prepayment Premiums, (ii) the Interest Rate Swap Agreement, (iii) the           
Supplemental Interest Trust, (iv) the Excess Reserve Fund Account and (v) the   
right of the LIBOR Certificates to receive Upper-Tier Carry Forward Amounts and,
without duplication, Basis Risk Carry Forward Amounts and the obligation to pay 
Class IO Shortfalls). Each such Lower Tier Regular Interest is hereby designated
as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2A, 
Class LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2, Class  
LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8,   
Class LT-B-1 and Class LT-B-2 Interests are hereby designated the LT-Accretion  
Directed Classes (the "LT-Accretion Directed Classes").                         

         The Class M-8 REMIC shall hold as an asset the Class M-8 Interest
issued by the Upper-Tier REMIC, the Class M-8 Certificates shall represent      
ownership of the regular interest issued by the Class M-8 REMIC and the Class   
M8-R Interest shall represent the sole class residual interest in the Class M-8 
REMIC.                                                                          

         The Class B-1 REMIC shall hold as an asset the Class B-1 Interest
issued by the Upper-Tier REMIC, the Class B-1 Certificates shall represent      
ownership of the regular interest issued by the Class B-1 REMIC and the Class   
B1-R Interest shall represent the sole class residual interest in the Class B-1 
REMIC.                                                                          

         The Class B-2 REMIC shall hold as an asset the Class B-2 Interest
issued by the Upper-Tier REMIC, the Class B-2 Certificates shall represent      
ownership of the regular interest issued by the Class B-2 REMIC and the Class   
B2-R Interest shall represent the sole class residual interest in the Class B-2 
REMIC.                                                                          

         The Class X REMIC shall hold as an asset the Class UT-X Interest,
the Class UT-IO Interest and the Class UT-3 Interest issued by the Upper-Tier   
REMIC, the Class X Interest shall represent the regular interest issued by the  
Class X REMIC and the Class X-R Interest shall represent the sole class residual
interest in the Class X REMIC. The Class X Certificates represent beneficial    
ownership of the Class X Interest, the Supplemental Interest Trust and the      
Excess Reserve Fund Account.                                                    

         For federal income tax purposes, each Class of LIBOR Certificates
represents a beneficial ownership of a regular interest in the Upper-Tier REMIC,
the right to receive Upper-Tier Carry Forward Amounts (and, without duplication,
Basis Risk Carry Forward Amounts), the obligation to pay Class IO Shortfalls,   
the Class X Certificates represent beneficial ownership of the Class X Interest,
the Class IO Interest, the Interest Rate Swap Agreement, the Supplemental       
Interest Trust, the Excess Reserve Fund Account, the right to receive Class IO  
Shortfalls, and the Class P Certificates represent beneficial ownership of the  
Prepayment Premiums, which portions of the Trust Fund shall be treated as a     
grantor trust.                                                                  

Pooling-Tier REMIC-1
--------------------

   Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest is hereby designated as a regular  
interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1 Interests with an "I"
in their designation shall relate to Loan Group I and Pooling Tier REMIC-1      
Interests with a "II" in their designation shall relate to Loan Group II.       
Pooling-Tier REMIC-1 shall also issue the Class R-2 Certificates. The Class R-2 
Certificates are hereby designated as the sole class of residual interest in    
Pooling-Tier REMIC-1. The Class R-2 Certificates shall have a $100 Class        
Certificate Balance and shall have no interest rate.                            

                                                               Initial
                                                              Pooling-Tier
Pooling-Tier REMIC-1          Pooling-Tier REMIC-1             REMIC-1 Principal
 Interest                    Interest Rate                      Amount
--------------------          --------------------             ---------------- 
Class PT1-I-1                           (1)                      $27,167,638.70 
Class PT1-I-2A                          (2)                      $ 4,998,172.56 
Class PT1-I-2B                          (3)                      $ 4,998,172.56 
Class PT1-I-3A                          (2)                      $ 5,886,327.08 
Class PT1-I-3B                          (3)                      $ 5,886,327.08 
Class PT1-I-4A                          (2)                      $ 6,756,117.09 
Class PT1-I-4B                          (3)                      $ 6,756,117.09 
Class PT1-I-5A                          (2)                      $ 7,598,798.99 
Class PT1-I-5B                          (3)                      $ 7,598,798.99 
Class PT1-I-6A                          (2)                      $ 8,405,192.84 
Class PT1-I-6B                          (3)                      $ 8,405,192.84 
Class PT1-I-7A                          (2)                      $ 9,166,698.41 
Class PT1-I-7B                          (3)                      $ 9,166,698.41 
Class PT1-I-8A                          (2)                      $ 9,874,172.07 
Class PT1-I-8B                          (3)                      $ 9,874,172.07 
Class PT1-I-9A                          (2)                      $10,518,524.17 
Class PT1-I-9B                          (3)                      $10,518,524.17 
Class PT1-I-10A                         (2)                      $11,010,944.80 
Class PT1-I-10B                         (3)                      $11,010,944.80 
Class PT1-I-11A                         (2)                      $10,429,019.90 
Class PT1-I-11B                         (3)                      $10,429,019.90 
Class PT1-I-12A                         (2)                      $ 9,870,421.90 
Class PT1-I-12B                         (3)                      $ 9,870,421.90 
Class PT1-I-13A                         (2)                      $ 9,341,838.04 
Class PT1-I-13B                         (3)                      $ 9,341,838.04 
Class PT1-I-14A                         (2)                      $ 8,841,650.88 
Class PT1-I-14B                         (3)                      $ 8,841,650.88 
Class PT1-I-15A                         (2)                      $ 8,368,331.19 
Class PT1-I-15B                         (3)                      $ 8,368,331.19 
Class PT1-I-16A                         (2)                      $ 7,920,431.63 
Class PT1-I-16B                         (3)                      $ 7,920,431.63 
Class PT1-I-17A                         (2)                      $ 7,496,582.92 
Class PT1-I-17B                         (3)                      $ 7,496,582.92 
Class PT1-I-18A                         (2)                      $ 7,095,489.83 
Class PT1-I-18B                         (3)                      $ 7,095,489.83 
Class PT1-I-19A                         (2)                      $ 6,715,927.35 
Class PT1-I-19B                         (3)                      $ 6,715,927.35 
Class PT1-I-20A                         (2)                      $ 6,356,725.64 
Class PT1-I-20B                         (3)                      $ 6,356,725.64 
Class PT1-I-21A                         (2)                      $ 6,016,810.95 
Class PT1-I-21B                         (3)                      $ 6,016,810.95 
Class PT1-I-22A                         (2)                      $63,941,376.65 
Class PT1-I-22B                         (3)                      $63,941,376.65 
Class PT1-I-23A                         (2)                      $ 1,334,788.44 
Class PT1-I-23B                         (3)                      $ 1,334,788.44 
Class PT1-I-24A                         (2)                      $ 1,269,550.13 
Class PT1-I-24B                         (3)                      $ 1,269,550.13 
Class PT1-I-25A                         (2)                      $ 1,207,526.13 
Class PT1-I-25B                         (3)                      $ 1,207,526.13 
Class PT1-I-26A                         (2)                      $ 1,148,556.21 
Class PT1-I-26B                         (3)                      $ 1,148,556.21 
Class PT1-I-27A                         (2)                      $ 1,092,489.69 
Class PT1-I-27B                         (3)                      $ 1,092,489.69 
Class PT1-I-28A                         (2)                      $ 1,039,181.17 
Class PT1-I-28B                         (3)                      $ 1,039,181.17 
Class PT1-I-29A                         (2)                      $   988,494.77 
Class PT1-I-29B                         (3)                      $   988,494.77 
Class PT1-I-30A                         (2)                      $   940,300.16 
Class PT1-I-30B                         (3)                      $   940,300.16 
Class PT1-I-31A                         (2)                      $   894,473.40 
Class PT1-I-31B                         (3)                      $   894,473.40 
Class PT1-I-32A                         (2)                      $   850,898.08 
Class PT1-I-32B                         (3)                      $   850,898.08 
Class PT1-I-33A                         (2)                      $   809,461.27 
Class PT1-I-33B                         (3)                      $   809,461.27 
Class PT1-I-34A                         (2)                      $ 4,876,840.17 
Class PT1-I-34B                         (3)                      $ 4,876,840.17 
Class PT1-I-35A                         (2)                      $   506,754.83 
Class PT1-I-35B                         (3)                      $   506,754.83 
Class PT1-I-36A                         (2)                      $   483,529.54 
Class PT1-I-36B                         (3)                      $   483,529.54 
Class PT1-I-37A                         (2)                      $   461,369.59 
Class PT1-I-37B                         (3)                      $   461,369.59 
Class PT1-I-38A                         (2)                      $   440,225.34 
Class PT1-I-38B                         (3)                      $   440,225.34 
Class PT1-I-39A                         (2)                      $   420,051.22 
Class PT1-I-39B                         (3)                      $   420,051.22 
Class PT1-I-40A                         (2)                      $   400,801.94 
Class PT1-I-40B                         (3)                      $   400,801.94 
Class PT1-I-41A                         (2)                      $   382,435.12 
Class PT1-I-41B                         (3)                      $   382,435.12 
Class PT1-I-42A                         (2)                      $   364,910.42 
Class PT1-I-42B                         (3)                      $   364,910.42 
Class PT1-I-43A                         (2)                      $   348,188.93 
Class PT1-I-43B                         (3)                      $   348,188.93 
Class PT1-I-44A                         (2)                      $   332,234.08 
Class PT1-I-44B                         (3)                      $   332,234.08 
Class PT1-I-45A                         (2)                      $   317,010.45 
Class PT1-I-45B                         (3)                      $   317,010.45 
Class PT1-I-46A                         (2)                      $   302,484.38 
Class PT1-I-46B                         (3)                      $   302,484.38 
Class PT1-I-47A                         (2)                      $   288,624.50 
Class PT1-I-47B                         (3)                      $   288,624.50 
Class PT1-I-48A                         (2)                      $   275,399.48 
Class PT1-I-48B                         (3)                      $   275,399.48 
Class PT1-I-49A                         (2)                      $   262,780.86 
Class PT1-I-49B                         (3)                      $   262,780.86 
Class PT1-I-50A                         (2)                      $   250,739.90 
Class PT1-I-50B                         (3)                      $   250,739.90 
Class PT1-I-51A                         (2)                      $   239,250.77 
Class PT1-I-51B                         (3)                      $   239,250.77 
Class PT1-I-52A                         (2)                      $   228,288.50 
Class PT1-I-52B                         (3)                      $   228,288.50 
Class PT1-I-53A                         (2)                      $   217,828.14 
Class PT1-I-53B                         (3)                      $   217,828.14 
Class PT1-I-54A                         (2)                      $   207,846.74 
Class PT1-I-54B                         (3)                      $   207,846.74 
Class PT1-I-55A                         (2)                      $   198,323.12 
Class PT1-I-55B                         (3)                      $   198,323.12 
Class PT1-I-56A                         (2)                      $   189,235.80 
Class PT1-I-56B                         (3)                      $   189,235.80 
Class PT1-I-57A                         (2)                      $   180,571.13 
Class PT1-I-57B                         (3)                      $   180,571.13 
Class PT1-I-58A                         (2)                      $   172,559.30 
Class PT1-I-58B                         (3)                      $   172,559.30 
Class PT1-I-59A                         (2)                      $   329,746.06 
Class PT1-I-59B                         (3)                      $   329,746.06 
Class PT1-I-60A                         (2)                      $   148,255.90 
Class PT1-I-60B                         (3)                      $   148,255.90 
Class PT1-I-61A                         (2)                      $ 3,103,604.67 
Class PT1-I-61B                         (3)                      $ 3,103,604.67 
Class PT1-II-1                          (4)                      $19,627,447.87 
Class PT1-II-2A                         (5)                      $ 3,610,950.94 
Class PT1-II-2B                         (6)                      $ 3,610,950.94 
Class PT1-II-3A                         (5)                      $ 4,252,601.92 
Class PT1-II-3B                         (6)                      $ 4,252,601.92 
Class PT1-II-4A                         (5)                      $ 4,880,985.41 
Class PT1-II-4B                         (6)                      $ 4,880,985.41 
Class PT1-II-5A                         (5)                      $ 5,489,784.51 
Class PT1-II-5B                         (6)                      $ 5,489,784.51 
Class PT1-II-6A                         (5)                      $ 6,072,367.16 
Class PT1-II-6B                         (6)                      $ 6,072,367.16 
Class PT1-II-7A                         (5)                      $ 6,622,520.09 
Class PT1-II-7B                         (6)                      $ 6,622,520.09 
Class PT1-II-8A                         (5)                      $ 7,133,637.43 
Class PT1-II-8B                         (6)                      $ 7,133,637.43 
Class PT1-II-9A                         (5)                      $ 7,599,152.33 
Class PT1-II-9B                         (6)                      $ 7,599,152.33 
Class PT1-II-10A                        (5)                      $ 7,954,903.70 
Class PT1-II-10B                        (6)                      $ 7,954,903.70 
Class PT1-II-11A                        (5)                      $ 7,534,489.60 
Class PT1-II-11B                        (6)                      $ 7,534,489.60 
Class PT1-II-12A                        (5)                      $ 7,130,928.10 
Class PT1-II-12B                        (6)                      $ 7,130,928.10 
Class PT1-II-13A                        (5)                      $ 6,749,050.46 
Class PT1-II-13B                        (6)                      $ 6,749,050.46 
Class PT1-II-14A                        (5)                      $ 6,387,688.12 
Class PT1-II-14B                        (6)                      $ 6,387,688.12 
Class PT1-II-15A                        (5)                      $ 6,045,736.31 
Class PT1-II-15B                        (6)                      $ 6,045,736.31 
Class PT1-II-16A                        (5)                      $ 5,722,149.37 
Class PT1-II-16B                        (6)                      $ 5,722,149.37 
Class PT1-II-17A                        (5)                      $ 5,415,938.08 
Class PT1-II-17B                        (6)                      $ 5,415,938.08 
Class PT1-II-18A                        (5)                      $ 5,126,166.67 
Class PT1-II-18B                        (6)                      $ 5,126,166.67 
Class PT1-II-19A                        (5)                      $ 4,851,950.15 
Class PT1-II-19B                        (6)                      $ 4,851,950.15 
Class PT1-II-20A                        (5)                      $ 4,592,443.36 
Class PT1-II-20B                        (6)                      $ 4,592,443.36 
Class PT1-II-21A                        (5)                      $ 4,346,870.55 
Class PT1-II-21B                        (6)                      $ 4,346,870.55 
Class PT1-II-22A                        (5)                      $46,194,718.35 
Class PT1-II-22B                        (6)                      $46,194,718.35 
Class PT1-II-23A                        (5)                      $   964,323.56 
Class PT1-II-23B                        (6)                      $   964,323.56 
Class PT1-II-24A                        (5)                      $   917,191.87 
Class PT1-II-24B                        (6)                      $   917,191.87 
Class PT1-II-25A                        (5)                      $   872,382.37 
Class PT1-II-25B                        (6)                      $   872,382.37 
Class PT1-II-26A                        (5)                      $   829,779.29 
Class PT1-II-26B                        (6)                      $   829,779.29 
Class PT1-II-27A                        (5)                      $   789,273.81 
Class PT1-II-27B                        (6)                      $   789,273.81 
Class PT1-II-28A                        (5)                      $   750,760.83 
Class PT1-II-28B                        (6)                      $   750,760.83 
Class PT1-II-29A                        (5)                      $   714,142.23 
Class PT1-II-29B                        (6)                      $   714,142.23 
Class PT1-II-30A                        (5)                      $   679,323.84 
Class PT1-II-30B                        (6)                      $   679,323.84 
Class PT1-II-31A                        (5)                      $   646,216.10 
Class PT1-II-31B                        (6)                      $   646,216.10 
Class PT1-II-32A                        (5)                      $   614,734.92 
Class PT1-II-32B                        (6)                      $   614,734.92 
Class PT1-II-33A                        (5)                      $   584,798.73 
Class PT1-II-33B                        (6)                      $   584,798.73 
Class PT1-II-34A                        (5)                      $ 3,523,293.83 
Class PT1-II-34B                        (6)                      $ 3,523,293.83 
Class PT1-II-35A                        (5)                      $   366,107.17 
Class PT1-II-35B                        (6)                      $   366,107.17 
Class PT1-II-36A                        (5)                      $   349,327.96 
Class PT1-II-36B                        (6)                      $   349,327.96 
Class PT1-II-37A                        (5)                      $   333,318.41 
Class PT1-II-37B                        (6)                      $   333,318.41 
Class PT1-II-38A                        (5)                      $   318,042.66 
Class PT1-II-38B                        (6)                      $   318,042.66 
Class PT1-II-39A                        (5)                      $   303,467.78 
Class PT1-II-39B                        (6)                      $   303,467.78 
Class PT1-II-40A                        (5)                      $   289,561.06 
Class PT1-II-40B                        (6)                      $   289,561.06 
Class PT1-II-41A                        (5)                      $   276,291.88 
Class PT1-II-41B                        (6)                      $   276,291.88 
Class PT1-II-42A                        (5)                      $   263,631.08 
Class PT1-II-42B                        (6)                      $   263,631.08 
Class PT1-II-43A                        (5)                      $   251,550.57 
Class PT1-II-43B                        (6)                      $   251,550.57 
Class PT1-II-44A                        (5)                      $   240,023.92 
Class PT1-II-44B                        (6)                      $   240,023.92 
Class PT1-II-45A                        (5)                      $   229,025.55 
Class PT1-II-45B                        (6)                      $   229,025.55 
Class PT1-II-46A                        (5)                      $   218,531.12 
Class PT1-II-46B                        (6)                      $   218,531.12 
Class PT1-II-47A                        (5)                      $   208,518.00 
Class PT1-II-47B                        (6)                      $   208,518.00 
Class PT1-II-48A                        (5)                      $   198,963.52 
Class PT1-II-48B                        (6)                      $   198,963.52 
Class PT1-II-49A                        (5)                      $   189,847.14 
Class PT1-II-49B                        (6)                      $   189,847.14 
Class PT1-II-50A                        (5)                      $   181,148.10 
Class PT1-II-50B                        (6)                      $   181,148.10 
Class PT1-II-51A                        (5)                      $   172,847.14 
Class PT1-II-51B                        (6)                      $   172,847.14 
Class PT1-II-52A                        (5)                      $   164,928.00 
Class PT1-II-52B                        (6)                      $   164,928.00 
Class PT1-II-53A                        (5)                      $   157,370.86 
Class PT1-II-53B                        (6)                      $   157,370.86 
Class PT1-II-54A                        (5)                      $   150,159.76 
Class PT1-II-54B                        (6)                      $   150,159.76 
Class PT1-II-55A                        (5)                      $   143,279.38 
Class PT1-II-55B                        (6)                      $   143,279.38 
Class PT1-II-56A                        (5)                      $   136,714.20 
Class PT1-II-56B                        (6)                      $   136,714.20 
Class PT1-II-57A                        (5)                      $   130,454.37 
Class PT1-II-57B                        (6)                      $   130,454.37 
Class PT1-II-58A                        (5)                      $   124,666.20 
Class PT1-II-58B                        (6)                      $   124,666.20 
Class PT1-II-59A                        (5)                      $   238,226.44 
Class PT1-II-59B                        (6)                      $   238,226.44 
Class PT1-II-60A                        (5)                      $   107,108.10 
Class PT1-II-60B                        (6)                      $   107,108.10 
Class PT1-II-61A                        (5)                      $ 2,242,212.33 
Class PT1-II-61B                        (6)                      $ 2,242,212.33 
Class PT1-R                             (7)                      $          100 

---------------------------------                                               
(1)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
     rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group I WAC Rate.                                      

(2)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the product of
     (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum rate of 9.5400%.                                          

(3)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
   any, of (A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group I WAC Rate over B) 9.5400%.                                   

(4)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
     rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group II WAC Rate.                                     

(5)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the product of
      (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject to
a maximum rate of 9.5400%.                                          

(6)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
   any, of (A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group II WAC Rate over (B) 9.5400%.                                 

(7)   The Class PT1-R Interest shall not bear interest.                         

       On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling-Tier REMIC-1 all expenses of the 
Trust for such Distribution Date. Such expense, other than Servicing Fees, the  
Custodian Fees and Trustee Fees, shall be allocated in the same manner as       
Realized Losses.                                                                

           On each Distribution Date, the interest distributable in respect of
the Mortgage Loans from the related Loan Group for such Distribution Date shall 
be deemed to be distributed to the Pooling-Tier REMIC-1 Regular Interests at the
rates shown above.                                                              

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group I Mortgage Loans shall be     
allocated to the Class R-2 Certificates pursuant to Section 4.02(a)(iii) until  
its Class Certificate Balance is reduced to zero, then to the outstanding       
Pooling-Tier REMIC-1 Regular Interest relating to Loan Group I with the lowest  
numerical denomination (other than the Class PT1-I-1 Interest) until the        
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced to zero,      
provided that, with respect to Pooling-Tier REMIC-1 Regular Interests relating  
to Loan Group I with the same numerical denomination, such Realized Losses and  
payments of principal shall be allocated pro rata between such Pooling-Tier     
REMIC-1 Regular Interests, and then to the Class PT1-I-1 Interest until the     
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced to zero.      

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group II Mortgage Loans shall be    
allocated to the outstanding Pooling-Tier REMIC-1 Regular Interest relating to  
Loan Group II with the lowest numerical denomination (other than the Class      
PT1-II-1 Interest) until the Pooling-Tier REMIC-1 Principal Amount of such      
interest is reduced to zero, provided that, with respect to Pooling-Tier REMIC-1
Regular Interests relating to Loan Group II with the same numerical             
denomination, such Realized Losses and payments of principal shall be allocated 
pro rata between such Pooling-Tier REMIC-1 Regular Interests, and then to the   
Class PT1-II-1 Interest until the Pooling-Tier REMIC-1 Principal Amount of such 
interest is reduced to zero.                                                    

Pooling-Tier REMIC-2
--------------------

   Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class PT2-R        
Interest, is hereby designated as a regular interest in Pooling-Tier REMIC-2.   
Pooling-Tier REMIC-2 Interests with an "I" in their designation shall relate to 
Loan Group I and Pooling Tier REMIC-2 Interests with a "II" in their designation
shall relate to Loan Group II. The Class PT2-R Interest is hereby designated as 
the sole class of residual interest in Pooling-Tier REMIC-2 and shall be        
represented by the Class R-1 Certificates.                                      

                                                        [Enlarge/Download Table]

                                                                                                                    Corresponding   
                                                                                              Corresponding            Scheduled    
 Pooling-Tier            Pooling-Tier                                 Corresponding            Pooling-Tier            Crossover    
   REMIC-2                 REMIC-2          Pooling-Tier REMIC-2       Pooling-Tier               REMIC-1            Distribution   
  Interest              Interest Rate     Initial Principal Amount      REMIC-2 IO           Regular Interest             Date      
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Class PT2-I-1                (1)            $  27,167,588.70                N/A                     N/A                   N/A       
Class PT2-I-2A               (2)            $   4,998,172.56         Class PT2-I-IO-2               N/A                   N/A       
Class PT2-I-2B               (3)            $   4,998,172.56                N/A                     N/A                   N/A       
Class PT2-I-3A               (2)            $   5,886,327.08         Class PT2-I-IO-3               N/A                   N/A       
Class PT2-I-3B               (3)            $   5,886,327.08                N/A                     N/A                   N/A       
Class PT2-I-4A               (2)            $   6,756,117.09         Class PT2-I-IO-4               N/A                   N/A       
Class PT2-I-4B               (3)            $   6,756,117.09                N/A                     N/A                   N/A       
Class PT2-I-5A               (2)            $   7,598,798.99         Class PT2-I-IO-5               N/A                   N/A       
Class PT2-I-5B               (3)            $   7,598,798.99                N/A                     N/A                   N/A       
Class PT2-I-6A               (2)            $   8,405,192.84         Class PT2-I-IO-6               N/A                   N/A       
Class PT2-I-6B               (3)            $   8,405,192.84                N/A                     N/A                   N/A       
Class PT2-I-7A               (2)            $   9,166,698.41         Class PT2-I-IO-7               N/A                   N/A       
Class PT2-I-7B               (3)            $   9,166,698.41                N/A                     N/A                   N/A       
Class PT2-I-8A               (2)            $   9,874,172.07         Class PT2-I-IO-8               N/A                   N/A       
Class PT2-I-8B               (3)            $   9,874,172.07                N/A                     N/A                   N/A       
Class PT2-I-9A               (2)            $  10,518,524.17         Class PT2-I-IO-9               N/A                   N/A       
Class PT2-I-9B               (3)            $  10,518,524.17                N/A                     N/A                   N/A       
Class PT2-I-10A              (2)            $  11,010,944.80         Class PT2-I-IO-10              N/A                   N/A       
Class PT2-I-10B              (3)            $  11,010,944.80                N/A                     N/A                   N/A       
Class PT2-I-11A              (2)            $  10,429,019.90         Class PT2-I-IO-11              N/A                   N/A       
Class PT2-I-11B              (3)            $  10,429,019.90                N/A                     N/A                   N/A       
Class PT2-I-12A              (2)            $   9,870,421.90         Class PT2-I-IO-12              N/A                   N/A       
Class PT2-I-12B              (3)            $   9,870,421.90                N/A                     N/A                   N/A       
Class PT2-I-13A              (2)            $   9,341,838.04         Class PT2-I-IO-13              N/A                   N/A       
Class PT2-I-13B              (3)            $   9,341,838.04                N/A                     N/A                   N/A       
Class PT2-I-14A              (2)            $   8,841,650.88         Class PT2-I-IO-14              N/A                   N/A       
Class PT2-I-14B              (3)            $   8,841,650.88                N/A                     N/A                   N/A       
Class PT2-I-15A              (2)            $   8,368,331.19         Class PT2-I-IO-15              N/A                   N/A       
Class PT2-I-15B              (3)            $   8,368,331.19                N/A                     N/A                   N/A       
Class PT2-I-16A              (2)            $   7,920,431.63         Class PT2-I-IO-16              N/A                   N/A       
Class PT2-I-16B              (3)            $   7,920,431.63                N/A                     N/A                   N/A       
Class PT2-I-17A              (2)            $   7,496,582.92         Class PT2-I-IO-17              N/A                   N/A       
Class PT2-I-17B              (3)            $   7,496,582.92                N/A                     N/A                   N/A       
Class PT2-I-18A              (2)            $   7,095,489.83         Class PT2-I-IO-18              N/A                   N/A       
Class PT2-I-18B              (3)            $   7,095,489.83                N/A                     N/A                   N/A       
Class PT2-I-19A              (2)            $   6,715,927.35         Class PT2-I-IO-19              N/A                   N/A       
Class PT2-I-19B              (3)            $   6,715,927.35                N/A                     N/A                   N/A       
Class PT2-I-20A              (2)            $   6,356,725.64         Class PT2-I-IO-20              N/A                   N/A       
Class PT2-I-20B              (3)            $   6,356,725.64                N/A                     N/A                   N/A       
Class PT2-I-21A              (2)            $   6,016,810.95         Class PT2-I-IO-21              N/A                   N/A       
Class PT2-I-21B              (3)            $   6,016,810.95                N/A                     N/A                   N/A       
Class PT2-I-22A              (2)            $  63,941,376.65         Class PT2-I-IO-22              N/A                   N/A       
Class PT2-I-22B              (3)            $  63,941,376.65                N/A                     N/A                   N/A       
Class PT2-I-23A              (2)            $   1,334,788.44         Class PT2-I-IO-23              N/A                   N/A       
Class PT2-I-23B              (3)            $   1,334,788.44                N/A                     N/A                   N/A       
Class PT2-I-24A              (2)            $   1,269,550.13         Class PT2-I-IO-24              N/A                   N/A       
Class PT2-I-24B              (3)            $   1,269,550.13                N/A                     N/A                   N/A       
Class PT2-I-25A              (2)            $   1,207,526.13         Class PT2-I-IO-25              N/A                   N/A       
Class PT2-I-25B              (3)            $   1,207,526.13                N/A                     N/A                   N/A       
Class PT2-I-26A              (2)            $   1,148,556.21         Class PT2-I-IO-26              N/A                   N/A       
Class PT2-I-26B              (3)            $   1,148,556.21                N/A                     N/A                   N/A       
Class PT2-I-27A              (2)            $   1,092,489.69         Class PT2-I-IO-27              N/A                   N/A       
Class PT2-I-27B              (3)            $   1,092,489.69                N/A                     N/A                   N/A       
Class PT2-I-28A              (2)            $   1,039,181.17         Class PT2-I-IO-28              N/A                   N/A       
Class PT2-I-28B              (3)            $   1,039,181.17                N/A                     N/A                   N/A       
Class PT2-I-29A              (2)            $     988,494.77         Class PT2-I-IO-29              N/A                   N/A       
Class PT2-I-29B              (3)            $     988,494.77                N/A                     N/A                   N/A       
Class PT2-I-30A              (2)            $     940,300.16         Class PT2-I-IO-30              N/A                   N/A       
Class PT2-I-30B              (3)            $     940,300.16                N/A                     N/A                   N/A       
Class PT2-I-31A              (2)            $     894,473.40         Class PT2-I-IO-31              N/A                   N/A       
Class PT2-I-31B              (3)            $     894,473.40                N/A                     N/A                   N/A       
Class PT2-I-32A              (2)            $     850,898.08         Class PT2-I-IO-32              N/A                   N/A       
Class PT2-I-32B              (3)            $     850,898.08                N/A                     N/A                   N/A       
Class PT2-I-33A              (2)            $     809,461.27         Class PT2-I-IO-33              N/A                   N/A       
Class PT2-I-33B              (3)            $     809,461.27                N/A                     N/A                   N/A       
Class PT2-I-34A              (2)            $   4,876,840.17         Class PT2-I-IO-34              N/A                   N/A       
Class PT2-I-34B              (3)            $   4,876,840.17                N/A                     N/A                   N/A       
Class PT2-I-35A              (2)            $     506,754.83         Class PT2-I-IO-35              N/A                   N/A       
Class PT2-I-35B              (3)            $     506,754.83                N/A                     N/A                   N/A       
Class PT2-I-36A              (2)            $     483,529.54         Class PT2-I-IO-36              N/A                   N/A       
Class PT2-I-36B              (3)            $     483,529.54                N/A                     N/A                   N/A       
Class PT2-I-37A              (2)            $     461,369.59         Class PT2-I-IO-37              N/A                   N/A       
Class PT2-I-37B              (3)            $     461,369.59                N/A                     N/A                   N/A       
Class PT2-I-38A              (2)            $     440,225.34         Class PT2-I-IO-38              N/A                   N/A       
Class PT2-I-38B              (3)            $     440,225.34                N/A                     N/A                   N/A       
Class PT2-I-39A              (2)            $     420,051.22         Class PT2-I-IO-39              N/A                   N/A       
Class PT2-I-39B              (3)            $     420,051.22                N/A                     N/A                   N/A       
Class PT2-I-40A              (2)            $     400,801.94         Class PT2-I-IO-40              N/A                   N/A       
Class PT2-I-40B              (3)            $     400,801.94                N/A                     N/A                   N/A       
Class PT2-I-41A              (2)            $     382,435.12         Class PT2-I-IO-41              N/A                   N/A       
Class PT2-I-41B              (3)            $     382,435.12                N/A                     N/A                   N/A       
Class PT2-I-42A              (2)            $     364,910.42         Class PT2-I-IO-42              N/A                   N/A       
Class PT2-I-42B              (3)            $     364,910.42                N/A                     N/A                   N/A       
Class PT2-I-43A              (2)            $     348,188.93         Class PT2-I-IO-43              N/A                   N/A       
Class PT2-I-43B              (3)            $     348,188.93                N/A                     N/A                   N/A       
Class PT2-I-44A              (2)            $     332,234.08         Class PT2-I-IO-44              N/A                   N/A       
Class PT2-I-44B              (3)            $     332,234.08                N/A                     N/A                   N/A       
Class PT2-I-45A              (2)            $     317,010.45         Class PT2-I-IO-45              N/A                   N/A       
Class PT2-I-45B              (3)            $     317,010.45                N/A                     N/A                   N/A       
Class PT2-I-46A              (2)            $     302,484.38         Class PT2-I-IO-46              N/A                   N/A       
Class PT2-I-46B              (3)            $     302,484.38                N/A                     N/A                   N/A       
Class PT2-I-47A              (2)            $     288,624.50         Class PT2-I-IO-47              N/A                   N/A       
Class PT2-I-47B              (3)            $     288,624.50                N/A                     N/A                   N/A       
Class PT2-I-48A              (2)            $     275,399.48         Class PT2-I-IO-48              N/A                   N/A       
Class PT2-I-48B              (3)            $     275,399.48                N/A                     N/A                   N/A       
Class PT2-I-49A              (2)            $     262,780.86         Class PT2-I-IO-49              N/A                   N/A       
Class PT2-I-49B              (3)            $     262,780.86                N/A                     N/A                   N/A       
Class PT2-I-50A              (2)            $     250,739.90         Class PT2-I-IO-50              N/A                   N/A       
Class PT2-I-50B              (3)            $     250,739.90                N/A                     N/A                   N/A       
Class PT2-I-51A              (2)            $     239,250.77         Class PT2-I-IO-51              N/A                   N/A       
Class PT2-I-51B              (3)            $     239,250.77                N/A                     N/A                   N/A       
Class PT2-I-52A              (2)            $     228,288.50         Class PT2-I-IO-52              N/A                   N/A       
Class PT2-I-52B              (3)            $     228,288.50                N/A                     N/A                   N/A       
Class PT2-I-53A              (2)            $     217,828.14         Class PT2-I-IO-53              N/A                   N/A       
Class PT2-I-53B              (3)            $     217,828.14                N/A                     N/A                   N/A       
Class PT2-I-54A              (2)            $     207,846.74         Class PT2-I-IO-54              N/A                   N/A       
Class PT2-I-54B              (3)            $     207,846.74                N/A                     N/A                   N/A       
Class PT2-I-55A              (2)            $     198,323.12         Class PT2-I-IO-55              N/A                   N/A       
Class PT2-I-55B              (3)            $     198,323.12                N/A                     N/A                   N/A       
Class PT2-I-56A              (2)            $     189,235.80         Class PT2-I-IO-56              N/A                   N/A       
Class PT2-I-56B              (3)            $     189,235.80                N/A                     N/A                   N/A       
Class PT2-I-57A              (2)            $     180,571.13         Class PT2-I-IO-57              N/A                   N/A       
Class PT2-I-57B              (3)            $     180,571.13                N/A                     N/A                   N/A       
Class PT2-I-58A              (2)            $     172,559.30         Class PT2-I-IO-58              N/A                   N/A       
Class PT2-I-58B              (3)            $     172,559.30                N/A                     N/A                   N/A       
Class PT2-I-59A              (2)            $     329,746.06         Class PT2-I-IO-59              N/A                   N/A       
Class PT2-I-59B              (3)            $     329,746.06                N/A                     N/A                   N/A       
Class PT2-I-60A              (2)            $     148,255.90         Class PT2-I-IO-60              N/A                   N/A       
Class PT2-I-60B              (3)            $     148,255.90                N/A                     N/A                   N/A       
Class PT2-I-61A              (2)            $   3,103,604.67         Class PT2-I-IO-61              N/A                   N/A       
Class PT2-I-61B              (3)            $   3,103,604.67                N/A                     N/A                   N/A       
Class PT2-I-IO-2             (4)                    (4)                     N/A               Class PT1-I-2A         December 2005  
Class PT2-I-IO-3             (4)                    (4)                     N/A               Class PT1-I-3A         January 2006   
Class PT2-I-IO-4             (4)                    (4)                     N/A               Class PT1-I-4A         February 2006  
Class PT2-I-IO-5             (4)                    (4)                     N/A               Class PT1-I-5A         March 2006     
Class PT2-I-IO-6             (4)                    (4)                     N/A               Class PT1-I-6A         April 2006     
Class PT2-I-IO-7             (4)                    (4)                     N/A               Class PT1-I-7A         May 2006       
Class PT2-I-IO-8             (4)                    (4)                     N/A               Class PT1-I-8A         June 2006      
Class PT2-I-IO-9             (4)                    (4)                     N/A               Class PT1-I-9A         July 2006      
Class PT2-I-IO-10            (4)                    (4)                     N/A               Class PT1-I-10A        August 2006    
Class PT2-I-IO-11            (4)                    (4)                     N/A               Class PT1-I-11A        September 2006 
Class PT2-I-IO-12            (4)                    (4)                     N/A               Class PT1-I-12A        October 2006   
Class PT2-I-IO-13            (4)                    (4)                     N/A               Class PT1-I-13A        November 2006  
Class PT2-I-IO-14            (4)                    (4)                     N/A               Class PT1-I-14A        December 2006  
Class PT2-I-IO-15            (4)                    (4)                     N/A               Class PT1-I-15A        January 2007   
Class PT2-I-IO-16            (4)                    (4)                     N/A               Class PT1-I-16A        February 2007  
Class PT2-I-IO-17            (4)                    (4)                     N/A               Class PT1-I-17A        March 2007     
Class PT2-I-IO-18            (4)                    (4)                     N/A               Class PT1-I-18A        April 2007     
Class PT2-I-IO-19            (4)                    (4)                     N/A               Class PT1-I-19A        May 2007       
Class PT2-I-IO-20            (4)                    (4)                     N/A               Class PT1-I-20A        June 2007      
Class PT2-I-IO-21            (4)                    (4)                     N/A               Class PT1-I-21A        July 2007      
Class PT2-I-IO-22            (4)                    (4)                     N/A               Class PT1-I-22A        August 2007    
Class PT2-I-IO-23            (4)                    (4)                     N/A               Class PT1-I-23A        September 2007 
Class PT2-I-IO-24            (4)                    (4)                     N/A               Class PT1-I-24A        October 2007   
Class PT2-I-IO-25            (4)                    (4)                     N/A               Class PT1-I-25A        November 2007  
Class PT2-I-IO-26            (4)                    (4)                     N/A               Class PT1-I-26A        December 2007  
Class PT2-I-IO-27            (4)                    (4)                     N/A               Class PT1-I-27A        January 2008   
Class PT2-I-IO-28            (4)                    (4)                     N/A               Class PT1-I-28A        February 2008  
Class PT2-I-IO-29            (4)                    (4)                     N/A               Class PT1-I-29A        March 2008     
Class PT2-I-IO-30            (4)                    (4)                     N/A               Class PT1-I-30A        April 2008     
Class PT2-I-IO-31            (4)                    (4)                     N/A               Class PT1-I-31A        May 2008       
Class PT2-I-IO-32            (4)                    (4)                     N/A               Class PT1-I-32A        June 2008      
Class PT2-I-IO-33            (4)                    (4)                     N/A               Class PT1-I-33A        July 2008      
Class PT2-I-IO-34            (4)                    (4)                     N/A               Class PT1-I-34A        August 2008    
Class PT2-I-IO-35            (4)                    (4)                     N/A               Class PT1-I-35A        September 2008 
Class PT2-I-IO-36            (4)                    (4)                     N/A               Class PT1-I-36A        October 2008   
Class PT2-I-IO-37            (4)                    (4)                     N/A               Class PT1-I-37A        November 2008  
Class PT2-I-IO-38            (4)                    (4)                     N/A               Class PT1-I-38A        December 2008  
Class PT2-I-IO-39            (4)                    (4)                     N/A               Class PT1-I-39A        January 2009   
Class PT2-I-IO-40            (4)                    (4)                     N/A               Class PT1-I-40A        February 2009  
Class PT2-I-IO-41            (4)                    (4)                     N/A               Class PT1-I-41A        March 2009     
Class PT2-I-IO-42            (4)                    (4)                     N/A               Class PT1-I-42A        April 2009     
Class PT2-I-IO-43            (4)                    (4)                     N/A               Class PT1-I-43A        May 2009       
Class PT2-I-IO-44            (4)                    (4)                     N/A               Class PT1-I-44A        June 2009      
Class PT2-I-IO-45            (4)                    (4)                     N/A               Class PT1-I-45A        July 2009      
Class PT2-I-IO-46            (4)                    (4)                     N/A               Class PT1-I-46A        August 2009    
Class PT2-I-IO-47            (4)                    (4)                     N/A               Class PT1-I-47A        September 2009 
Class PT2-I-IO-48            (4)                    (4)                     N/A               Class PT1-I-48A        October 2009   
Class PT2-I-IO-49            (4)                    (4)                     N/A               Class PT1-I-49A        November 2009  
Class PT2-I-IO-50            (4)                    (4)                     N/A               Class PT1-I-50A        December 2009  
Class PT2-I-IO-51            (4)                    (4)                     N/A               Class PT1-I-51A        January 2010   
Class PT2-I-IO-52            (4)                    (4)                     N/A               Class PT1-I-52A        February 2010  
Class PT2-I-IO-53            (4)                    (4)                     N/A               Class PT1-I-53A        March 2010     
Class PT2-I-IO-54            (4)                    (4)                     N/A               Class PT1-I-54A        April 2010     
Class PT2-I-IO-55            (4)                    (4)                     N/A               Class PT1-I-55A        May 2010       
Class PT2-I-IO-56            (4)                    (4)                     N/A               Class PT1-I-56A        June 2010      
Class PT2-I-IO-57            (4)                    (4)                     N/A               Class PT1-I-57A        July 2010      
Class PT2-I-IO-58            (4)                    (4)                     N/A               Class PT1-I-58A        August 2010    
Class PT2-I-IO-59            (4)                    (4)                     N/A               Class PT1-I-59A        September 2010 
Class PT2-I-IO-60            (4)                    (4)                     N/A               Class PT1-I-60A        October 2010   
Class PT2-I-IO-61            (4)                    (4)                     N/A               Class PT1-I-61A        November 2010  
Class PT2-II-1               (5)            $  19,627,447.87                N/A                     N/A                   N/A       
Class PT2-II-2A              (6)            $   3,610,950.94         Class PT2-II-IO-2              N/A                   N/A       
Class PT2-II-2B              (7)            $   3,610,950.94                N/A                     N/A                   N/A       
Class PT2-II-3A              (6)            $   4,252,601.92         Class PT2-II-IO-3              N/A                   N/A       
Class PT2-II-3B              (7)            $   4,252,601.92                N/A                     N/A                   N/A       
Class PT2-II-4A              (6)            $   4,880,985.41         Class PT2-II-IO-4              N/A                   N/A       
Class PT2-II-4B              (7)            $   4,880,985.41                N/A                     N/A                   N/A       
Class PT2-II-5A              (6)            $   5,489,784.51         Class PT2-II-IO-5              N/A                   N/A       
Class PT2-II-5B              (7)            $   5,489,784.51                N/A                     N/A                   N/A       
Class PT2-II-6A              (6)            $   6,072,367.16         Class PT2-II-IO-6              N/A                   N/A       
Class PT2-II-6B              (7)            $   6,072,367.16                N/A                     N/A                   N/A       
Class PT2-II-7A              (6)            $   6,622,520.09         Class PT2-II-IO-7              N/A                   N/A       
Class PT2-II-7B              (7)            $   6,622,520.09                N/A                     N/A                   N/A       
Class PT2-II-8A              (6)            $   7,133,637.43         Class PT2-II-IO-8              N/A                   N/A       
Class PT2-II-8B              (7)            $   7,133,637.43                N/A                     N/A                   N/A       
Class PT2-II-9A              (6)            $   7,599,152.33         Class PT2-II-IO-9              N/A                   N/A       
Class PT2-II-9B              (7)            $   7,599,152.33                N/A                     N/A                   N/A       
Class PT2-II-10A             (6)            $   7,954,903.70         Class PT2-II-IO-10             N/A                   N/A       
Class PT2-II-10B             (7)            $   7,954,903.70                N/A                     N/A                   N/A       
Class PT2-II-11A             (6)            $   7,534,489.60         Class PT2-II-IO-11             N/A                   N/A       
Class PT2-II-11B             (7)            $   7,534,489.60                N/A                     N/A                   N/A       
Class PT2-II-12A             (6)            $   7,130,928.10         Class PT2-II-IO-12             N/A                   N/A       
Class PT2-II-12B             (7)            $   7,130,928.10                N/A                     N/A                   N/A       
Class PT2-II-13A             (6)            $   6,749,050.46         Class PT2-II-IO-13             N/A                   N/A       
Class PT2-II-13B             (7)            $   6,749,050.46                N/A                     N/A                   N/A       
Class PT2-II-14A             (6)            $   6,387,688.12         Class PT2-II-IO-14             N/A                   N/A       
Class PT2-II-14B             (7)            $   6,387,688.12                N/A                     N/A                   N/A       
Class PT2-II-15A             (6)            $   6,045,736.31         Class PT2-II-IO-15             N/A                   N/A       
Class PT2-II-15B             (7)            $   6,045,736.31                N/A                     N/A                   N/A       
Class PT2-II-16A             (6)            $   5,722,149.37         Class PT2-II-IO-16             N/A                   N/A       
Class PT2-II-16B             (7)            $   5,722,149.37                N/A                     N/A                   N/A       
Class PT2-II-17A             (6)            $   5,415,938.80         Class PT2-II-IO-17             N/A                   N/A       
Class PT2-II-17B             (7)            $   5,415,938.80                N/A                     N/A                   N/A       
Class PT2-II-18A             (6)            $   5,126,166.67         Class PT2-II-IO-18             N/A                   N/A       
Class PT2-II-18B             (7)            $   5,126,166.67                N/A                     N/A                   N/A       
Class PT2-II-19A             (6)            $   4,851,950.15         Class PT2-II-IO-19             N/A                   N/A       
Class PT2-II-19B             (7)            $   4,851,950.15                N/A                     N/A                   N/A       
Class PT2-II-20A             (6)            $   4,592,443.36         Class PT2-II-IO-20             N/A                   N/A       
Class PT2-II-20B             (7)            $   4,592,443.36                N/A                     N/A                   N/A       
Class PT2-II-21A             (6)            $   4,346,870.55         Class PT2-II-IO-21             N/A                   N/A       
Class PT2-II-21B             (7)            $   4,346,870.55                N/A                     N/A                   N/A       
Class PT2-II-22A             (6)            $  46,194,718.35         Class PT2-II-IO-22             N/A                   N/A       
Class PT2-II-22B             (7)            $  46,194,718.35                N/A                     N/A                   N/A       
Class PT2-II-23A             (6)            $     964,323.56         Class PT2-II-IO-23             N/A                   N/A       
Class PT2-II-23B             (7)            $     964,323.56                N/A                     N/A                   N/A       
Class PT2-II-24A             (6)            $     917,191.87         Class PT2-II-IO-24             N/A                   N/A       
Class PT2-II-24B             (7)            $     917,191.87                N/A                     N/A                   N/A       
Class PT2-II-25A             (6)            $     872,382.37         Class PT2-II-IO-25             N/A                   N/A       
Class PT2-II-25B             (7)            $     872,382.37                N/A                     N/A                   N/A       
Class PT2-II-26A             (6)            $     829,779.29         Class PT2-II-IO-26             N/A                   N/A       
Class PT2-II-26B             (7)            $     829,779.29                N/A                     N/A                   N/A       
Class PT2-II-27A             (6)            $     789,273.81         Class PT2-II-IO-27             N/A                   N/A       
Class PT2-II-27B             (7)            $     789,273.81                N/A                     N/A                   N/A       
Class PT2-II-28A             (6)            $     750,760.83         Class PT2-II-IO-28             N/A                   N/A       
Class PT2-II-28B             (7)            $     750,760.83                N/A                     N/A                   N/A       
Class PT2-II-29A             (6)            $     714,142.23         Class PT2-II-IO-29             N/A                   N/A       
Class PT2-II-29B             (7)            $     714,142.23                N/A                     N/A                   N/A       
Class PT2-II-30A             (6)            $     679,323.84         Class PT2-II-IO-30             N/A                   N/A       
Class PT2-II-30B             (7)            $     679,323.84                N/A                     N/A                   N/A       
Class PT2-II-31A             (6)            $     646,216.10         Class PT2-II-IO-31             N/A                   N/A       
Class PT2-II-31B             (7)            $     646,216.10                N/A                     N/A                   N/A       
Class PT2-II-32A             (6)            $     614,734.92         Class PT2-II-IO-32             N/A                   N/A       
Class PT2-II-32B             (7)            $     614,734.92                N/A                     N/A                   N/A       
Class PT2-II-33A             (6)            $     584,798.73         Class PT2-II-IO-33             N/A                   N/A       
Class PT2-II-33B             (7)            $     584,798.73                N/A                     N/A                   N/A       
Class PT2-II-34A             (6)            $   3,523,293.83         Class PT2-II-IO-34             N/A                   N/A       
Class PT2-II-34B             (7)            $   3,523,293.83                N/A                     N/A                   N/A       
Class PT2-II-35A             (6)            $     366,107.17         Class PT2-II-IO-35             N/A                   N/A       
Class PT2-II-35B             (7)            $     366,107.17                N/A                     N/A                   N/A       
Class PT2-II-36A             (6)            $     349,327.96         Class PT2-II-IO-36             N/A                   N/A       
Class PT2-II-36B             (7)            $     349,327.96                N/A                     N/A                   N/A       
Class PT2-II-37A             (6)            $     333,318.41         Class PT2-II-IO-37             N/A                   N/A       
Class PT2-II-37B             (7)            $     333,318.41                N/A                     N/A                   N/A       
Class PT2-II-38A             (6)            $     318,042.66         Class PT2-II-IO-38             N/A                   N/A       
Class PT2-II-38B             (7)            $     318,042.66                N/A                     N/A                   N/A       
Class PT2-II-39A             (6)            $     303,467.78         Class PT2-II-IO-39             N/A                   N/A       
Class PT2-II-39B             (7)            $     303,467.78                N/A                     N/A                   N/A       
Class PT2-II-40A             (6)            $     289,561.06         Class PT2-II-IO-40             N/A                   N/A       
Class PT2-II-40B             (7)            $     289,561.06                N/A                     N/A                   N/A       
Class PT2-II-41A             (6)            $     276,291.88         Class PT2-II-IO-41             N/A                   N/A       
Class PT2-II-41B             (7)            $     276,291.88                N/A                     N/A                   N/A       
Class PT2-II-42A             (6)            $     263,631.08         Class PT2-II-IO-42             N/A                   N/A       
Class PT2-II-42B             (7)            $     263,631.08                N/A                     N/A                   N/A       
Class PT2-II-43A             (6)            $     251,550.57         Class PT2-II-IO-43             N/A                   N/A       
Class PT2-II-43B             (7)            $     251,550.57                N/A                     N/A                   N/A       
Class PT2-II-44A             (6)            $     240,023.92         Class PT2-II-IO-44             N/A                   N/A       
Class PT2-II-44B             (7)            $     240,023.92                N/A                     N/A                   N/A       
Class PT2-II-45A             (6)            $     229,025.55         Class PT2-II-IO-45             N/A                   N/A       
Class PT2-II-45B             (7)            $     229,025.55                N/A                     N/A                   N/A       
Class PT2-II-46A             (6)            $     218,531.12         Class PT2-II-IO-46             N/A                   N/A       
Class PT2-II-46B             (7)            $     218,531.12                N/A                     N/A                   N/A       
Class PT2-II-47A             (6)            $     208,518.00         Class PT2-II-IO-47             N/A                   N/A       
Class PT2-II-47B             (7)            $     208,518.00                N/A                     N/A                   N/A       
Class PT2-II-48A             (6)            $     198,963.52         Class PT2-II-IO-48             N/A                   N/A       
Class PT2-II-48B             (7)            $     198,963.52                N/A                     N/A                   N/A       
Class PT2-II-49A             (6)            $     189,847.14         Class PT2-II-IO-49             N/A                   N/A       
Class PT2-II-49B             (7)            $     189,847.14                N/A                     N/A                   N/A       
Class PT2-II-50A             (6)            $     181,148.10         Class PT2-II-IO-50             N/A                   N/A       
Class PT2-II-50B             (7)            $     181,148.10                N/A                     N/A                   N/A       
Class PT2-II-51A             (6)            $     172,847.73         Class PT2-II-IO-51             N/A                   N/A       
Class PT2-II-51B             (7)            $     172,847.73                N/A                     N/A                   N/A       
Class PT2-II-52A             (6)            $     164,928.00         Class PT2-II-IO-52             N/A                   N/A       
Class PT2-II-52B             (7)            $     164,928.00                N/A                     N/A                   N/A       
Class PT2-II-53A             (6)            $     157,370.86         Class PT2-II-IO-53             N/A                   N/A       
Class PT2-II-53B             (7)            $     157,370.86                N/A                     N/A                   N/A       
Class PT2-II-54A             (6)            $     150,159.76         Class PT2-II-IO-54             N/A                   N/A       
Class PT2-II-54B             (7)            $     150,159.76                N/A                     N/A                   N/A       
Class PT2-II-55A             (6)            $     143,279.38         Class PT2-II-IO-55             N/A                   N/A       
Class PT2-II-55B             (7)            $     143,279.38                N/A                     N/A                   N/A       
Class PT2-II-56A             (6)            $     136,714.20         Class PT2-II-IO-56             N/A                   N/A       
Class PT2-II-56B             (7)            $     136,714.20                N/A                     N/A                   N/A       
Class PT2-II-57A             (6)            $     130,454.37         Class PT2-II-IO-57             N/A                   N/A       
Class PT2-II-57B             (7)            $     130,454.37                N/A                     N/A                   N/A       
Class PT2-II-58A             (6)            $     124,666.20         Class PT2-II-IO-58             N/A                   N/A       
Class PT2-II-58B             (7)            $     124,666.20                N/A                     N/A                   N/A       
Class PT2-II-59A             (6)            $     238,226.44         Class PT2-II-IO-59             N/A                   N/A       
Class PT2-II-59B             (7)            $     238,226.44                N/A                     N/A                   N/A       
Class PT2-II-60A             (6)            $     107,108.10         Class PT2-II-IO-60             N/A                   N/A       
Class PT2-II-60B             (7)            $     107,108.10                N/A                     N/A                   N/A       
Class PT2-II-61A             (6)            $   2,242,212.33         Class PT2-II-IO-61             N/A                   N/A       
Class PT2-II-61B             (7)            $   2,242,212.33                N/A                     N/A                   N/A       
Class PT2-II-IO-2            (4)                    (4)                     N/A               Class PT1-II-2A        December 2005  
Class PT2-II-IO-3            (4)                    (4)                     N/A               Class PT1-II-3A        January 2006   
Class PT2-II-IO-4            (4)                    (4)                     N/A               Class PT1-II-4A        February 2006  
Class PT2-II-IO-5            (4)                    (4)                     N/A               Class PT1-II-5A        March 2006     
Class PT2-II-IO-6            (4)                    (4)                     N/A               Class PT1-II-6A        April 2006     
Class PT2-II-IO-7            (4)                    (4)                     N/A               Class PT1-II-7A        May 2006       
Class PT2-II-IO-8            (4)                    (4)                     N/A               Class PT1-II-8A        June 2006      
Class PT2-II-IO-9            (4)                    (4)                     N/A               Class PT1-II-9A        July 2006      
Class PT2-II-IO-10           (4)                    (4)                     N/A              Class PT1-II-10A        August 2006    
Class PT2-II-IO-11           (4)                    (4)                     N/A              Class PT1-II-11A        September 2006 
Class PT2-II-IO-12           (4)                    (4)                     N/A              Class PT1-II-12A        October 2006   
Class PT2-II-IO-13           (4)                    (4)                     N/A              Class PT1-II-13A        November 2006  
Class PT2-II-IO-14           (4)                    (4)                     N/A              Class PT1-II-14A        December 2006  
Class PT2-II-IO-15           (4)                    (4)                     N/A              Class PT1-II-15A        January 2007   
Class PT2-II-IO-16           (4)                    (4)                     N/A              Class PT1-II-16A        February 2007  
Class PT2-II-IO-17           (4)                    (4)                     N/A              Class PT1-II-17A        March 2007     
Class PT2-II-IO-18           (4)                    (4)                     N/A              Class PT1-II-18A        April 2007     
Class PT2-II-IO-19           (4)                    (4)                     N/A              Class PT1-II-19A        May 2007       
Class PT2-II-IO-20           (4)                    (4)                     N/A              Class PT1-II-20A        June 2007      
Class PT2-II-IO-21           (4)                    (4)                     N/A              Class PT1-II-21A        July 2007      
Class PT2-II-IO-22           (4)                    (4)                     N/A              Class PT1-II-22A        August 2007    
Class PT2-II-IO-23           (4)                    (4)                     N/A              Class PT1-II-23A        September 2007 
Class PT2-II-IO-24           (4)                    (4)                     N/A              Class PT1-II-24A        October 2007   
Class PT2-II-IO-25           (4)                    (4)                     N/A              Class PT1-II-25A        November 2007  
Class PT2-II-IO-26           (4)                    (4)                     N/A              Class PT1-II-26A        December 2007  
Class PT2-II-IO-27           (4)                    (4)                     N/A              Class PT1-II-27A        January 2008   
Class PT2-II-IO-28           (4)                    (4)                     N/A              Class PT1-II-28A        February 2008  
Class PT2-II-IO-29           (4)                    (4)                     N/A              Class PT1-II-29A        March 2008     
Class PT2-II-IO-30           (4)                    (4)                     N/A              Class PT1-II-30A        April 2008     
Class PT2-II-IO-31           (4)                    (4)                     N/A              Class PT1-II-31A        May 2008       
Class PT2-II-IO-32           (4)                    (4)                     N/A              Class PT1-II-32A        June 2008      
Class PT2-II-IO-33           (4)                    (4)                     N/A              Class PT1-II-33A        July 2008      
Class PT2-II-IO-34           (4)                    (4)                     N/A              Class PT1-II-34A        August 2008    
Class PT2-II-IO-35           (4)                    (4)                     N/A              Class PT1-II-35A        September 2008 
Class PT2-II-IO-36           (4)                    (4)                     N/A              Class PT1-II-36A        October 2008   
Class PT2-II-IO-37           (4)                    (4)                     N/A              Class PT1-II-37A        November 2008  
Class PT2-II-IO-38           (4)                    (4)                     N/A              Class PT1-II-38A        December 2008  
Class PT2-II-IO-39           (4)                    (4)                     N/A              Class PT1-II-39A        January 2009   
Class PT2-II-IO-40           (4)                    (4)                     N/A              Class PT1-II-40A        February 2009  
Class PT2-II-IO-41           (4)                    (4)                     N/A              Class PT1-II-41A        March 2009     
Class PT2-II-IO-42           (4)                    (4)                     N/A              Class PT1-II-42A        April 2009     
Class PT2-II-IO-43           (4)                    (4)                     N/A              Class PT1-II-43A        May 2009       
Class PT2-II-IO-44           (4)                    (4)                     N/A              Class PT1-II-44A        June 2009      
Class PT2-II-IO-45           (4)                    (4)                     N/A              Class PT1-II-45A        July 2009      
Class PT2-II-IO-46           (4)                    (4)                     N/A              Class PT1-II-46A        August 2009    
Class PT2-II-IO-47           (4)                    (4)                     N/A              Class PT1-II-47A        September 2009 
Class PT2-II-IO-48           (4)                    (4)                     N/A              Class PT1-II-48A        October 2009   
Class PT2-II-IO-49           (4)                    (4)                     N/A              Class PT1-II-49A        November 2009  
Class PT2-II-IO-50           (4)                    (4)                     N/A              Class PT1-II-50A        December 2009  
Class PT2-II-IO-51           (4)                    (4)                     N/A              Class PT1-II-51A        January 2010   
Class PT2-II-IO-52           (4)                    (4)                     N/A              Class PT1-II-52A        February 2010  
Class PT2-II-IO-53           (4)                    (4)                     N/A              Class PT1-II-53A        March 2010     
Class PT2-II-IO-54           (4)                    (4)                     N/A              Class PT1-II-54A        April 2010     
Class PT2-II-IO-55           (4)                    (4)                     N/A              Class PT1-II-55A        May 2010       
Class PT2-II-IO-56           (4)                    (4)                     N/A              Class PT1-II-56A        June 2010      
Class PT2-II-IO-57           (4)                    (4)                     N/A              Class PT1-II-57A        July 2010      
Class PT2-II-IO-58           (4)                    (4)                     N/A              Class PT1-II-58A        August 2010    
Class PT2-II-IO-59           (4)                    (4)                     N/A              Class PT1-II-59A        September 2010 
Class PT2-II-IO-60           (4)                    (4)                     N/A              Class PT1-II-60A        October 2010   
Class PT2-II-IO-61           (4)                    (4)                     N/A              Class PT1-II-61A        November 2010  
Class PT2-R                  (8)                  $50.00                    N/A                     N/A                   N/A       

----------------------                                                          
(1)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
     rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group I WAC Rate.                                      

(2)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
 rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
  average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
   REMIC-1 Regular Interests relating to Loan Group I and having an "A" in
      their class designation, provided that, on each Distribution Date on which
  interest is distributable on the Corresponding Pooling-Tier REMIC-2 IO
    Interest, this Pooling-Tier REMIC-2 Regular Interest shall bear interest
      at a per annum rate equal to Swap LIBOR subject to a maximum rate equal to
  the weighted average of the Pooling-Tier REMIC-1 Interest Rates on the
      Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and having
an "A" in their class designation.                                  

(3)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
 rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
  average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
  REMIC-1 Regular Interests relating to Loan Group I and having a "B" in
their class designation.                                            

(4)   Each Pooling-Tier REMIC-2 IO is an interest-only interest and does not    
      have a principal balance but has a notional balance ("Pooling-Tier REMIC-2
    IO Notional Balance") equal to the Pooling-Tier REMIC-2 Principal Amount
of the Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
 Closing Date through and including the Corresponding Actual Crossover
      Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be entitled
      to receive interest that accrues on the Corresponding Pooling-Tier REMIC-1
Regular Interest at a rate equal to the excess, if any, of (i) the  
 Pooling-Tier REMIC-1 Interest Rate for the Corresponding Pooling-Tier
  REMIC-1 Regular Interest over (ii) Swap LIBOR. After the Corresponding
    Actual Crossover Distribution Date, the Pooling-Tier REMIC-2 IO Interest
shall not accrue interest.                                          

(5)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
     rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group II WAC Rate.                                     

(6)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
 rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
  average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
    REMIC-1 Regular Interests relating to Loan Group II and having an "A" in
      their class designation, provided that, on each Distribution Date on which
  interest is distributable on the Corresponding Pooling-Tier REMIC-2 IO
    Interest, this Pooling-Tier REMIC-2 Regular Interest shall bear interest
      at a per annum rate equal to Swap LIBOR subject to a maximum rate equal to
  the weighted average of the Pooling-Tier REMIC-1 Interest Rates on the
Pooling-Tier REMIC-1 Regular Interests relating to Loan Group II and
having an "A" in their class designation.                           

(7)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
 rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
  average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
   REMIC-1 Regular Interests relating to Loan Group II and having a "B" in
their class designation.                                            

(8)  The Class PT2-R Interest shall not bear interest.                          

           On each Distribution Date, the interest distributable in respect of
the Mortgage Loans for such Distribution Date shall be distributed to the       
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2 Interest     
Rates shown above.                                                              

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group I Mortgage Loans shall be     
allocated to the Class R-1 Certificates in respect of the Class PT2-R Interest  
pursuant to Section 4.02(a)(ii) until its Class Certificate Balance is reduced  
to zero, then to the outstanding Pooling-Tier REMIC-2 Regular Interests (other  
than the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group I with the   
lowest numerical denomination (other than the Class PT2-I-1 Interest) until the 
Pooling-Tier REMIC-2 Principal Amount of such interest is reduced to zero,      
provided that, for Pooling-Tier REMIC-2 Regular Interests relating to Loan Group
I with the same numerical denomination, such Realized Losses and payments of    
principal shall be allocated pro rata between such Pooling-Tier REMIC-2 Regular 
Interests, and then to the Class PT2-I-1 Interest until the Pooling-Tier REMIC-2
Principal Amount of such interest is reduced to zero.                           

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group II Mortgage Loans shall be    
allocated to the outstanding Pooling-Tier REMIC-2 Regular Interests (other than 
the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group II with the lowest
numerical denomination (other than the Class PT2-II-1 Interest) until the       
Pooling-Tier REMIC-2 Principal Amount of such interest is reduced to zero,      
provided that, for Pooling-Tier REMIC-2 Regular Interests relating to Loan Group
II with the same numerical denomination, such Realized Losses and payments of   
principal shall be allocated pro rata between such Pooling-Tier REMIC-2 Regular 
Interests, and then to the Class PT2-II-1 Interest until the Pooling-Tier       
REMIC-2 Principal Amount of such interest is reduced to zero.                   

Lower-Tier REMIC

          The Lower-Tier REMIC shall issue the following interests, and each
such interest, other than the Class LT-R Interest, is hereby designated as a    
regular interest in the Lower-Tier REMIC. The Class LT-R Interest is hereby     
designated as the sole class of residual interest in the Lower-Tier REMIC and   
shall be represented by the Class R-1 Certificates.                             

                                                                   Corresponding
                                      Initial Lower-Tier            Upper-Tier
Lower-Tier Regular    Lower-Tier            Principal              REMIC Regular
  Interest        Interest Rate            Amount                 Interest
--------------------------------------------------------------------------------
Class LT-A-1              (1)      1/2 initial Class Certificate        A-1     
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-A-2A             (1)      1/2 initial Class Certificate        A-2A    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-A-2B             (1)      1/2 initial Class Certificate        A-2B    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-A-2C             (1)      1/2 initial Class Certificate        A-2C    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-A-2D             (1)      1/2 initial Class Certificate        A-2D    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-M-1              (1)      1/2 initial Class Certificate         M-1    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-M-2              (1)      1/2 initial Class Certificate         M-2    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-M-3              (1)      1/2 initial Class Certificate         M-3    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-M-4              (1)      1/2 initial Class Certificate         M-4    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-M-5              (1)      1/2 initial Class Certificate         M-5    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-M-6              (1)      1/2 initial Class Certificate         M-6    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-M-7              (1)      1/2 initial Class Certificate         M-7    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-M-8              (1)      1/2 initial Class Certificate         M-8    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-B-1              (1)      1/2 initial Class Certificate         B-1    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-B-2              (1)      1/2 initial Class Certificate         B-2    
              Balance of Corresponding
              Upper-Tier REMIC Regular
Interest  
Class LT-Accrual          (1)      1/2 Pool Principal Balance            N/A    
                 plus 1/2 Overcollateralized
              Amount, less the Initial
                  Lower-Tier Principal Amounts
              of the Class LT-Group I,
                 Class LT-Group II and Class
               LT-3 Interests, less $150
Class LT-Group I          (2)      0.001% aggregate Stated             N/A      
                  Principal Balance of Group I
       Mortgage Loans(4)
Class LT-Group II         (3)      0.001% aggregate Stated             N/A      
          Principal Balance of
                Group II Mortgage Loans(4)
Class LT-IO               (5)      (5)                                 N/A      
Class LT-3                (6)      $50.00                                       
Class LT-R                (7)      (7)                                 N/A      

--------------------------                                                      
(1)   The interest rate with respect to any Distribution Date for these         
   interests is a per annum variable rate equal to the weighted average of
the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2 
 Regular Interests (other than the Pooling-Tier REMIC-2 IO Interests).

(2)   The interest rate with respect to any Distribution Date for the Class     
LT-Group I Interest is a per annum variable rate (expressed as a    
     percentage rounded to eight decimal places) equal to the weighted average
  of the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating to Loan Group I.                                           

(3)   The interest rate with respect to any Distribution Date for the Class     
LT-Group II Interest is a per annum variable rate (expressed as a   
     percentage rounded to eight decimal places) equal to the weighted average
  of the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular Interests (other than the Pooling Tier REMIC-2 IO Interests)
relating to Loan Group II.                                          

(4)   For all Distribution Dates, the Lower-Tier Principal Amount of these      
  Lower-Tier Regular Interests shall be rounded to eight decimal places.

(5)   This Lower-Tier Regular Interest is an interest-only interest and does not
have a Lower-Tier Principal Amount. On each Distribution Date, this 
 Lower-Tier Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.             

(6)   This Lower-Tier Regular Interest shall not be entitled to interest and    
    shall have a Lower-Tier Principal Amount at all times equal to the Class
Certificate Balance of the Class R-3 Certificates.                  

(7)   The Class LT-R Interest does not have a principal amount or an interest   
rate.                                                               

          Each Lower-Tier Regular Interest is hereby designated as a regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2A, Class        
LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8, Class     
LT-B-1 and Class LT-B-2 Interests are hereby designated the LT-Accretion        
Directed Classes (the "LT-Accretion Directed Classes").                         

On each Distribution Date, 50% of the increase in the   
Overcollateralized Amount shall be payable as a reduction of the Lower-Tier     
Principal Amount of the LT-Accretion Directed Classes (each such Class will be  
reduced by an amount equal to 50% of any increase in the Overcollateralized     
Amount that is attributable to a reduction in the Class Certificate Balance of  
its Corresponding Class) and shall be accrued and added to the Lower-Tier       
Principal Amount of the Class LT-Accrual Interest. On each Distribution Date,   
the increase in the Lower-Tier Principal Amount of the Class LT-Accrual Interest
shall not exceed interest accruals for such Distribution Date for the Class     
LT-Accrual Interest. In the event that: (i) 50% of the increase in the          
Overcollateralized Amount exceeds (ii) interest accruals on the Class LT-Accrual
Interest for such Distribution Date, the excess for such Distribution Date      
(accumulated with all such excesses for all prior Distribution Dates) will be   
added to any increase in the Overcollateralized Amount for purposes of          
determining the amount of interest accrual on the Class LT-Accrual Interest     
payable as principal on the LT-Accretion Directed Classes on the next           
Distribution Date pursuant to the first sentence of this paragraph. All payments
of scheduled principal and prepayments of principal generated by the Mortgage   
Loans and all Subsequent Recoveries allocable to principal shall be allocated   
(i) 50% to the Class LT-Accrual Interest, the Class LT-Group I Interest and     
Class LT-Group II Interest (and further allocated among these Lower-Tier Regular
Interests in the manner described below) and (ii) 50% to the LT-Accretion       
Directed Classes (such principal payments and Subsequent Recoveries shall be    
allocated among such LT-Accretion Directed Classes in an amount equal to 50% of 
the principal amounts and Subsequent Recoveries allocated to their respective   
Corresponding Classes), until paid in full. Notwithstanding the above, principal
payments allocated to the Class X Interest that result in the reduction in the  
Overcollateralized Amount shall be allocated to the Class LT-Accrual Interest   
(until paid in full). Realized Losses shall be applied so that after all        
distributions have been made on each Distribution Date (i) the Lower-Tier       
Principal Amount of each of the LT-Accretion Directed Classes is equal to 50% of
the Class Certificate Balance of their Corresponding Class, and (ii) the Class  
LT-Accrual Interest, the Class LT-Group I and the Class LT-Group II Interest    
(and further allocated between these Lower-Tier Regular Interests in the manner 
described below) is equal to 50% of the aggregate Stated Principal Balance of   
the Mortgage Loans plus 50% of the Overcollateralized Amount. Any increase in   
the Class Certificate Balance of a Class of LIBOR Certificates as a result of a 
Subsequent Recovery shall increase the Lower-Tier Principal Amount of the       
Corresponding Lower-Tier Regular Interest by 50% of such increase, and the      
remaining 50% of such increase shall increase the Lower-Tier Principal Amount of
the Class LT-Accrual Interest. As among the Class LT-Accrual Interest, the Class
LT-Group I Interest and the Class LT-Group II Interest, all payments of         
scheduled principal and prepayments of principal generated by the Mortgage      
Loans, all Subsequent Recoveries and all Realized Losses, allocable to such     
Lower-Tier Regular Interests shall be allocated (i) to the Class LT-Group I     
Interest and the Class LT-Group II Interest, each from the related Loan Group so
that their respective Lower-Tier Principal Amounts (computed to at least eight  
decimal places) are equal to 0.001% of the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group and (ii) the remainder to the Class
LT-Accrual Interest.                                                            

Upper-Tier REMIC

          The Upper-Tier REMIC shall issue the following interests, and each
such interest, other than the Class UT-R Interest, is hereby designated as a    
regular interest in the Upper-Tier REMIC. The Class UT-R Interest is hereby     
designated as the sole class of residual interests in the Upper-Tier REMIC and  
shall be represented by the Class R-1 Certificates.                             

                                                             Corresponding
Upper-Tier REMIC         Upper-Tier      Initial Principal        Class of      
Interest            Interest Rate     Upper-Tier Amount      Certificates 
--------------------------------------------------------------------------------
Class A-1                    (1)            $405,564,000          Class A-1     
Class A-2A                   (2)            $148,016,000         Class A-2A     
Class A-2B                   (2)            $ 45,362,000         Class A-2B     
Class A-2C                   (2)            $ 53,218,000         Class A-2C     
Class A-2D                   (2)            $ 46,405,000         Class A-2D     
Class M-1                    (3)            $ 36,888,000          Class M-1     
Class M-2                    (3)            $ 33,660,000          Class M-2     
Class M-3                    (3)            $ 23,516,000          Class M-3     
Class M-4                    (3)            $ 16,600,000          Class M-4     
Class M-5                    (3)            $ 16,599,000          Class M-5     
Class M-6                    (3)            $ 14,294,000          Class M-6     
Class M-7                    (3)            $ 15,217,000          Class M-7     
Class M-8                    (3)            $ 11,527,000          Class M-8     
Class B-1                    (3)            $ 11,528,000          Class B-1     
Class B-2                    (3)            $ 10,144,000          Class B-2     
Class UT-IO                  (4)                 (4)                 N/A        
Class UT-X                   (5)                 (5)                 N/A        
Class UT-3                   (6)                 $50                 N/A        
Class UT-R                   (7)                 (7)              Class R-1     

-----------------                                                               
(1)   For any Distribution Date (and the related Interest Accrual Period), this 
  interest shall bear interest at the least of (i) the Pass-Through Rate
  (determined without regard to the Loan Group I Cap or WAC Cap) for the
      Corresponding Class of Certificates, (ii) the Lower-Tier Interest Rate for
    the Class LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate")
and (ii) the Upper-Tier REMIC WAC Rate.                             

(2)   For any Distribution Date (and the related Interest Accrual Period), this 
  interest shall bear interest at the least of (i) the Pass-Through Rate
   (determined without regard to the Loan Group II Cap or WAC Cap) for the
      Corresponding Class of Certificates, (ii) the Lower-Tier Interest Rate for
      the Class LT-Group II Interest (the "Upper-Tier REMIC Loan Group II Rate")
and (ii) the Upper-Tier REMIC WAC Rate.                             

(3)   For any Distribution Date (and the related Interest Accrual Period), this 
   interest shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the applicable WAC Cap) for the       
 Corresponding Class of Certificates and (ii) the Upper-Tier REMIC WAC
Rate.                                                               

(4)   This interest is an interest-only interest and does not have a principal  
 balance. On each Distribution Date, the Class UT-IO Interest shall be
entitled to receive all interest distributable on the Class LT-IO   
Interest.                                                           

(5)   The Class UT-X Interest has an initial principal balance of $33,460,671.57
      but will not accrue interest on such balance but will accrue interest on a
   notional principal balance. As of any Distribution Date, the Class UT-X
      Interest shall have a notional principal balance equal to the aggregate of
the Lower-Tier Principal Amounts of the Lower-Tier Regular Interests
     (other than the Class LT-IO and Class LT-3 Interests) as of the first day
of the related Interest Accrual Period. With respect to any Interest
 Accrual Period, the Class UT-X Interest shall bear interest at a rate
  equal to the excess, if any, of the Upper-Tier REMIC WAC Rate over the
     product of (i) 2 and (ii) the weighted average of the Lower-Tier Interest
   Rates of the Lower-Tier REMIC Interests (other than the Class LT-IO and
    Class LT-3 Interests), where the Lower-Tier Interest Rate on each of the
      Class LT-Accrual Interest, Class LT-Group I Interest and Class LT-Group II
     Interest is subject to a cap equal to zero and each LT Accretion Directed
  Class is subject to a cap equal to the Upper-Tier Interest Rate on its
   Corresponding Class of Upper-Tier Regular Interest. With respect to any
 Distribution Date, interest that so accrues on the notional principal
      balance of the Class UT-X Interest shall be deferred in an amount equal to
    any increase in the Overcollateralized Amount on such Distribution Date.
Such deferred interest shall not itself bear interest.              

(6)   This Upper-Tier Reguar Interest shall not be entitled to interest and     
    shall have a principal balance equal to the Class Certificate Balance of
the Class R-3 Certificates.                                         

(7)   The Class UT-R Interest does not have an interest rate or a principal     
balance.                                                            

           On each Distribution Date, interest distributable in respect of the
Lower-Tier Interests for such Distribution Date shall be deemed to be           
distributed on the interests in the Upper-Tier REMIC at the rates shown above,  
provided that the Class UT-IO Interest shall be entitled to receive interest    
before any other interest in the Upper-Tier REMIC.                              

  On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the Upper-Tier   
Interests until the outstanding principal balance of each such interest equals  
the outstanding Class Certificate Balance of the Corresponding Class of         
Certificates as of such Distribution Date.                                      

EX-4
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 Class M-8 REMIC

           The Class M-8 REMIC shall issue the following classes of interests.
The Class M-8 Certificates shall represent the regular interest in the Class M-8
REMIC and the Class M8-R Interest shall represent the sole class of residual    
interest in the Class M-8 REMIC.                                                

Class M-8 REMIC                            Class M-8 REMIC                  
Designation         Interest Rate        Principal Amount               
-----------------       -------------        ----------------                   
Class M-8                   (1)                    (1)                          
REMIC                                                                       
Regular                                                                     
Interest                                                                    
Class M8-R                  (2)                    (2)                          

------------                                                                    
(1)   The Class M-8 REMIC shall issue one regular interest which shall be       
      represented by the Class M-8 Certificates and shall be entitled to 100% of
  all amounts payable on the Class M-8 Interest issued by the Upper-Tier
REMIC.                                                              

(2)   The Class M8-R Interest is the sole class of residual interest in the     
      Class M-8 REMIC and shall be represented by the Class R-3 Certificate. The
      Class M8-R Interest does not have an interest rate or a principal balance.

 Class B-1 REMIC

           The Class B-1 REMIC shall issue the following classes of interests.
The Class B-1 Certificates shall represent the regular interest in the Class B-1
REMIC and the Class B1-R Interest shall represent the sole class of residual    
interest in the Class B-1 REMIC.                                                

Class B-1 REMIC                            Class B-1 REMIC                  
Designation         Interest Rate        Principal Amount               
-----------------       -------------        ----------------                   
Class B-1                   (1)                    (1)                          
REMIC                                                                       
Regular                                                                     
Interest                                                                    
Class B1-R                  (2)                    (2)                          

------------                                                                    
(1)   The Class B-1 REMIC shall issue one regular interest which shall be       
      represented by the Class B-1 Certificates and shall be entitled to 100% of
  all amounts payable on the Class B-1 Interest issued by the Upper-Tier
REMIC.                                                              

(2)   The Class B1-R Interest is the sole class of residual interest in the     
      Class B-1 REMIC and shall be represented by the Class R-3 Certificate. The
      Class B1-R Interest does not have an interest rate or a principal balance.

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 Class B-2 REMIC

           The Class B-2 REMIC shall issue the following classes of interests.
The Class B-2 Certificates shall represent the regular interest in the Class B-2
REMIC and the Class B2-R Interest shall represent the sole class of residual    
interest in the Class B-2 REMIC.                                                

Class B-2 REMIC                            Class B-2 REMIC                  
Designation         Interest Rate        Principal Amount               
-----------------       -------------        ----------------                   
Class B-2                   (1)                    (1)                          
REMIC                                                                       
Regular                                                                     
Interest                                                                    
Class B2-R                  (2)                    (2)                          

------------                                                                    
(1)   The Class B-2 REMIC shall issue one regular interest which shall be       
      represented by the Class B-2 Certificates and shall be entitled to 100% of
  all amounts payable on the Class B-2 Interest issued by the Upper-Tier
REMIC.                                                              

(2)   The Class B2-R Interest is the sole class of residual interest in the     
      Class B-2 REMIC and shall be represented by the Class R-3 Certificate. The
      Class B2-R Interest does not have an interest rate or a principal balance.

 Class X REMIC
 -------------

         The Class X REMIC shall issue the following classes of interests.
The Class X Interest and the Class IO Interest shall each represent a regular   
interest in the Class X REMIC and the Class R-3 Certificates shall represent the
Class X-R Interest, the sole class of residual interest in the Class X REMIC.   

                                     Class X REMIC
Class X REMIC Designation        Interest Rate     Principal Amount             
-------------------------        -------------     ----------------             
Class X Interest                      (1)                (1)                    
Class IO Interest                     (2)                (2)                    
Class R-3 Certificates                (3)               $50.00                  

------------                                                                    
(1)   The Class X Interest has an initial principal balance equal to the initial
   principal balance of the Class UT-X Interest and is entitled to 100% of
      the interest and principal on the Class UT-X Interest on each Distribution
Date.                                                               

(2)   This interest is an interest-only interest and does not have a principal  
      balance. On each Distribution Date the Class IO Interest shall be entitled
      to receive 100% of the interest distributable on the Class UT-IO Interest.

(3)   The Class R-3 Certificates do not have an interest rate.                  

Certificates

                Class            Class Certificate
Class Designation        Pass-Through Rate           Balance                    
-----------------        -----------------      -----------------               
Class A-1(19)                   (1)               $405,564,000                  
Class A-2A(19)                  (2)               $148,016,000                  
Class A-2B(19)                  (3)               $ 45,362,000                  
Class A-2C(20)                  (4)               $ 53,218,000                  
Class A-2D(20)                  (5)               $ 46,405,000                  
Class M-1(20)                   (6)               $ 36,888,000                  
Class M-2(20)                   (7)               $ 33,660,000                  
Class M-3(20)                   (8)               $ 23,516,000                  
Class M-4(20)                   (9)               $ 16,600,000                  
Class M-5(20)                  (10)               $ 16,599,000                  
Class M-6(20)                  (11)               $ 14,294,000                  
Class M-7(20)                  (12)               $ 15,217,000                  
Class M-8(20)                  (13)               $ 11,527,000                  
Class B-1(20)                  (14)               $ 11,528,000                  
Class B-2(20)                  (15)               $ 10,144,000                  
Class X                        (16)                       0(16)                 
Class R-1                      (17)               $         50                  
Class R-2                      (18)               $        100                  
Class R-3                      (19)               $         50                  

------------                                                                    
(1)   The Class A-1 Certificates will bear interest during each Interest Accrual
     Period at a per annum rate equal to the least of (1) One-Month LIBOR plus
    the applicable Pass-Through Margin, (2) the Loan Group I Cap and (3) the
WAC Cap.                                                            

(2)   The Class A-2A Certificates will bear interest during each Interest       
  Accrual Period at a per annum rate equal to the least of (1) One-Month
    LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3) the WAC Cap.                                                

(3)   The Class A-2B Certificates will bear interest during each Interest       
  Accrual Period at a per annum rate equal to the least of (1) One-Month
    LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3) the WAC Cap.                                                

(4)   The Class A-2C Certificates will bear interest during each Interest       
  Accrual Period at a per annum rate equal to the least of (1) One-Month
    LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3) the WAC Cap.                                                

(5)   The Class A-2D Certificates will bear interest during each Interest       
  Accrual Period at a per annum rate equal to the least of (1) One-Month
    LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group II Cap
and (3) the WAC Cap.                                                

(6)   The Class M-1 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(7)   The Class M-2 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(8)   The Class M-3 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(9)   The Class M-4 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(10)  The Class M-5 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(11)  The Class M-6 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(12)  The Class M-7 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(13)  The Class M-8 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(14)  The Class B-1 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(15)  The Class B-2 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
the applicable Pass-Through Margin and (2) the WAC Cap.             

(16)  The Class X Certificates will represent beneficial ownership of (i) the   
    Class X Interest, (ii) the Class IO Interest, (iii) the right to receive
 Class IO Shortfalls, (iv) amounts in the Supplemental Interest Trust,
   including the Interest Rate Swap Agreement subject to the obligation to
   pay Net Swap Payments and Upper-Tier Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts and (v) amounts in the
   Excess Reserve Fund Account, subject to the obligation to make payments
from the Excess Reserve Fund Account in respect of Basis Risk Carry 
      Forward Amounts. For federal income tax purposes, the Trustee will treat a
 Class X Certificateholder's obligation to make payments of Basis Risk
    Carry Forward Amounts and, without duplication, Upper-Tier Carry Forward
      Amounts to the LIBOR Certificates from the Excess Reserve Fund Account and
    the Supplemental Interest Trust as payments made pursuant to an interest
   rate cap contract written by the Class X Certificateholders in favor of
each Class of LIBOR Certificates. Such rights of the Class X        
    Certificateholders and LIBOR Certificateholders shall be treated as held
   in a portion of the Trust Fund that is treated as a grantor trust under
subpart E, Part I of subchapter J of the Code.                      

(17)  The Class R-1 Certificates do not have an interest rate. The Class R-1    
   Certificates represent ownership of the Class PT2-R Interest, the Class
LT-R Lower-Tier Interest and the Class UT-R Interest.               

(18)  The Class R-2 Certificates do not have an interest rate. The Class R-2    
 Certificates represent the residual interest in Pooling-Tier REMIC-1.

(19)  The Class R-3 Certificates do not have an interest rate. The Class R-3    
      Certificates represent the residual interest in the Class M-8 REMIC, Class
B-1 REMIC, Class B-2 REMIC and Class X REMIC.                       

(20)  Each of these Certificates will represent not only the ownership of a     
     regular interest in the Corresponding REMIC but also the right to receive
payments from the Excess Reserve Fund Account and the Supplemental  
  Interest Trust. Each of these Certificates will also be subject to the
   obligation to pay Class IO Shortfalls as described in Section 8.13. For
federal income tax purposes, any amount distributed on the LIBOR    
Certificates on any such Distribution Date in excess of the amount  
    distributable on the regular interest in the Corresponding REMIC on such
  Distribution Date shall be treated as having been paid from the Excess
   Reserve Fund Account or the Supplemental Interest Trust, as applicable,
      and any amount distributable on such regular interest on such Distribution
   Date in excess of the amount distributable on the LIBOR Certificates on
such Distribution Date shall be treated as having been paid to the  
     Supplemental Interest Trust, all pursuant to, and as further provided in,
     Section 8.13. The Trustee will treat a LIBOR Certificateholder's right to
      receive payments from the Excess Reserve Fund Account and the Supplemental
     Interest Trust as payments made pursuant to an interest rate cap contract
written by the Class X Certificateholders.                          

            The minimum denomination for the LIBOR Certificates will be $25,000,
with integral multiples of $1 in excess thereof except that one Certificate in  
each Class may be issued in a different amount. The minimum denomination for (a)
the Class R-1 Certificates will be $25, representing a 50% Percentage Interest  
in the related Class, (b) the Class R-2 Certificates will be $25, representing  
a 25% Percentage Interest in the related Class, (c) the Class R-3 Certificates  
will be $25, representing a 50% Percentage Interest in the related Class, (d)   
the Class P Certificates will be a 1% Percentage Interest in such Class, and (e)
the Class X Certificates will be a 1% Percentage Interest in such Class.        

          Set forth below are designations of Classes of Certificates to the
categories used herein:                                                         

Book-Entry Certificates...... All Classes of Certificates other than the        
  Physical Certificates.

Class A Certificates......... Class A-1, Class A-2A, Class A-2B, Class A-2C and 
    Class A-2D Certificates.

Class A-2 Certificates....... Class A-2A, Class A-2B, Class A-2C and Class A-2D 
Certificates.       

Class R Certificates......... The Class R-1, Class R-2 and Class  R-3           
Certificates.       

Class B Certificates......... Class B-1 and Class B-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.       

ERISA-Restricted                                                                
  Certificates............... Class R, Class P and Class X Certificates; and any
                      Certificate with a rating below the lowest
                 applicable permitted rating under the
    Underwriter's Exemption.

LIBOR Certificates........... 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, and Class B-2 Certificates.

Offered Certificates......... All Classes of Certificates other than the        
 Private Certificates.

Physical Certificates........ Class P, Class X and Class R Certificates.        

Private Certificates......... Class M-8, Class B-1, Class B-2, Class P and      
 Class X Certificates.

Rating Agencies.............. Moody's and Standard & Poor's.                    

Regular Certificates......... All Classes of Certificates other than the Class P
     and Class R Certificates.

Residual Certificates........ Class R Certificates.                             

Subordinated Certificates.... 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.

 ARTICLE I

 DEFINITIONS

      Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have  
the following meanings:                                                         

        Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices set forth in Section 3.01(a) of this         
Agreement.                                                                      

         Account: Any of the Collection Account, the Distribution Account,
any Escrow Account or the Excess Reserve Fund Account. Each Account shall be an 
Eligible Account.                                                               

         Accrued Certificate Interest Distribution Amount: With respect to
any Distribution Date for each Class of LIBOR Certificates, the amount of       
interest accrued during the related Interest Accrual Period at the applicable   
Pass-Through Rate on the related Class Certificate Balance immediately prior to 
such Distribution Date, as reduced by such Class's share of Net Prepayment      
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution    
Date allocated to such Class pursuant to Section 4.02.                          

       Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan
purchased pursuant to the Purchase Agreements.                                  

            Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and at
any time, the per annum rate equal to the Mortgage Interest Rate less the       
Expense Fee Rate.                                                               

       Adjustment Date: As to any Mortgage Loan, the first Due Date on
which the related Mortgage Interest Rate adjusts as set forth in the related    
Mortgage Note and each Due Date thereafter on which the Mortgage Interest Rate  
adjusts as set forth in the related Mortgage Note.                              

Advance: Any P&I Advance or Servicing Advance.          

       Advance Facility: A financing or other facility as described in
Section 10.07.                                                                  

Advance Facility Notice: As defined in Section 10.07.   

          Advance Financing Person: The Person to whom the Servicer's rights
under this Agreement to be reimbursed for any P&I Advances or Servicing Advances
have been assigned pursuant to Section 10.07.                                   

   Advance Reimbursement Amounts: As defined in Section 10.07.

            Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes  
of this definition, "control" means the power to direct the management and      
policies of such Person, directly or indirectly, whether through the ownership  
of voting securities, by contract or otherwise; and the terms "controlling" and 
"controlled" have meanings correlative to the foregoing.                        

          Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.                                                          

          Amount Held for Future Distribution: As to the Certificates on any
Distribution Date, the aggregate amount held in the Collection Account at the   
close of business on the related Remittance Date on account of (i) Principal    
Prepayments, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds 
on the Mortgage Loans received after the end of the related Prepayment Period   
and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the  
related Due Period.                                                             

            Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which the aggregate Class Certificate Balance of the     
LIBOR Certificates after distributions of principal on such Distribution Date   
exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such   
Distribution Date.                                                              

          Appraised Value: (i) With respect to any First Lien Mortgage Loan,
the value of the related Mortgaged Property based upon the appraisal made for   
the originator at the time of origination of the Mortgage Loan or the sale price
of the Mortgaged Property at such time of origination, whichever is less, and   
(ii) with respect to any Second Lien Mortgage Loan, the value, determined       
pursuant to the applicable Underwriting Guidelines, of the related Mortgaged    
Property as of the origination of the Second Lien Mortgage Loan; provided,      
however, that in the case of a refinanced Mortgage Loan, such value is based    
solely upon the appraisal made at the time of origination of such refinanced    
Mortgage Loan.                                                                  

        Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form (other than the assignee's 
name and recording information not yet returned from the recording office),     
reflecting the sale of the Mortgage to the Trust.                               

      Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Trustee (x) the sum of (i) all     
scheduled installments of interest (net of the related Expense Fees) and        
principal due on the Due Date on such Mortgage Loans in the related Due Period  
and received on or prior to the related Determination Date, together with any   
P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance      
Proceeds and Liquidation Proceeds received during the related Prepayment Period 
(in each case, net of unreimbursed expenses incurred in connection with a       
liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial
or full prepayments on the Mortgage Loans received during the related Prepayment
Period together with all Compensating Interest paid by the Servicer in          
connection therewith (excluding Prepayment Premiums); (iv) all amounts received 
with respect to such Distribution Date as the Substitution Adjustment Amount or 
the Repurchase Price in respect of a Deleted Mortgage Loan substituted for or a 
Mortgage Loan repurchased by the Purchaser or the Depositor, as applicable, as  
of such Distribution Date; (v) any Net Swap Receipts for such Distribution Date;
and (vi) the proceeds received with respect to the termination of the Trust Fund
pursuant to clause (a) of Section 9.01, reduced by (y) all amounts in           
reimbursement for P&I Advances and Servicing Advances previously made with      
respect to the Mortgage Loans, and other amounts as to which the Servicer, the  
Depositor, the Trustee (or co-trustee) or the Custodian are entitled to be paid 
or reimbursed pursuant to this Agreement.                                       

Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance Amount for such   
Distribution Date over (ii) the Excess Overcollateralized Amount, if any, for   
such Distribution Date.                                                         

            Basis Risk Carry Forward Amount: With respect to each Class of LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on such            
Distribution Date the Pass-Through Rate for any Class of LIBOR Certificates is  
based upon a Loan Group Cap or the WAC Cap, the excess, if any, of (i) the      
Accrued Certificate Interest Distribution Amount on such Class of LIBOR         
Certificates would otherwise be entitled to receive on such Distribution Date   
had such Pass-Through Rate not been subject to the Loan Group Cap or the WAC    
Cap, over (ii) the Accrued Certificate Interest Distribution Amount on such     
Class of Certificates on such Distribution Date taking into account (a) with    
respect to the Class A-1 Certificates at the lesser of the WAC Cap and the Loan 
Group I Cap, (b) with respect to the Class A-2 Certificates at the lesser of the
WAC Cap and the Loan Group II Cap, and (c) with respect to each other Class of  
LIBOR Certificates, the WAC Cap, and (B) the Basis Risk Carry Forward Amount for
such Class of LIBOR Certificates for all previous Distribution Dates not        
previously paid, together with interest thereon at a rate equal to the          
applicable Pass-Through Rate for such Class of LIBOR Certificates for such      
Distribution Date (without giving effect to the WAC Cap, Loan Group I Cap or    
Loan Group II Cap, as applicable).                                              

         Basis Risk Payment: For any Distribution Date, an amount equal to
the lesser of (i) the aggregate of the Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior to any       
reduction for Basis Risk Payments from the Excess Reserve Fund Account or any   
Defaulted Swap Termination Payment).                                            

          Best's: Best's Key Rating Guide, as the same shall be amended from
time to time.                                                                   

           Book-Entry Certificates: As specified in the Preliminary Statement.

          Business Day: Any day other than (i) Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions, in (a) the States of New
York and California, (b) the State in which the Servicer's servicing operations 
are located, or (c) the State in which the Trustee's operations are located, are
authorized or obligated by law or executive order to be closed.                 

           Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached hereto as exhibits.                            

            Certificate Balance: With respect to any Class of LIBOR Certificates
or Residual Certificates, at any date, the maximum dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to 
the Denomination thereof minus all distributions of principal previously made   
with respect thereto and reduced by the amount of any Applied Realized Loss     
Amounts previously allocated to such Class of Certificates pursuant to Section  
4.05; 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).
The Class X and Class P Certificates have no Certificate Balance.               

        Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.              

         Certificate Register: The register maintained pursuant to Section
5.02.                                                                           

           Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose  
of giving any consent pursuant to this Agreement, any Certificate registered in 
the name of the Depositor or any Affiliate of the Depositor shall be deemed not 
to be Outstanding and the Percentage Interest evidenced thereby shall not be    
taken into account in determining whether the requisite amount of Percentage    
Interests necessary to effect such consent has been obtained; provided, however,
that if any such Person (including the Depositor) owns 100% of the Percentage   
Interests evidenced by a Class of Certificates, such Certificates shall be      
deemed to be Outstanding for purposes of any provision hereof that requires the 
consent of the Holders of Certificates of a particular Class as a condition to  
the taking of any action hereunder. The Trustee is entitled to rely conclusively
on a certification of the Depositor or any Affiliate of the Depositor in        
determining which Certificates are registered in the name of an Affiliate of the
Depositor.                                                                      

Certification: As defined in Section 8.12(b).           

         Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.                                             

            Class A Certificate Group: Either the Class A-1 Certificate Group or
the Class A-2 Certificate Group, as applicable.                                 

        Class A Certificates: As specified in the Preliminary Statement.

           Class A Principal Allocation Percentage: For any Distribution Date,
the percentage equivalent of a fraction, determined as follows: (A) with respect
to the Class A-1 Certificate Group, a fraction, the numerator of which is the   
portion of the Principal Remittance Amount for such 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 such        
Distribution Date; and (B) with respect to the Class A-2 Certificate Group, a   
fraction, the numerator of which is the portion of the Principal Remittance     
Amount for such 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 such Distribution Date.                         

  Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class Certificate Balances of
the Class A Certificates immediately prior to such Distribution Date over (ii)  
the lesser of (A) 51.50% of the aggregate Stated Principal Balance of the       
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

Class A-1 Certificate Group: The Class A-1 Certificates.

  Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."                                                     

Class A-2 Certificate Group: The Class A-2 Certificates.

          Class A-2 Certificates: As specified in the Preliminary Statement.

   Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."                                                    

   Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."                                                    

   Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."                                                    

   Class A-2D Certificates: All Certificates bearing the class
designation of "Class A-2D."                                                    

        Class B Certificates: As specified in the Preliminary Statement.

  Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."                                                     

       Class B-1 Interest: The Upper-Tier Regular Interest held by the
Class B-1 REMIC as specified and described in the Preliminary Statement and the 
related footnote thereto.                                                       

    Class B-1 Principal Distribution Amount: 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such Distribution Date) and (J) the Class  
Certificate Balance of the Class B-1 Certificates immediately prior to such     
Distribution Date, over (ii) the lesser of (A) the product of (x) 90.50% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such           
Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over the               
Overcollateralization Floor.                                                    

            Class B1-R Interest: The residual interest in the Class B-1 REMIC as
described in the Preliminary Statement and the related footnote thereto.        

   Class B-1 REMIC: As described in the Preliminary Statement.

  Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."                                                     

       Class B-2 Interest: The Upper-Tier Regular Interest held by the
Class B-2 REMIC as specified and described in the Preliminary Statement and the 
related footnote thereto.                                                       

    Class B-2 Principal Distribution Amount: 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such Distribution
Date) and (K) the Class Certificate Balance of the Class B-2 Certificates       
immediately prior to such Distribution Date, over (ii) the lesser of (A) the    
product of (x) 92.70% and (y) the aggregate Stated Principal Balance of the     
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

            Class B2-R Interest: The residual interest in the Class B-2 REMIC as
described in the Preliminary Statement and the related footnote thereto.        

   Class B-2 REMIC: As described in the Preliminary Statement.

          Class Certificate Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all         
Certificates of such Class as of such date.                                     

     Class IO Interest: As specified in the Preliminary Statement.

          Class IO Shortfalls: As defined in Section 8.13. For the avoidance
of doubt, the Class IO Shortfall for any Distribution Date shall equal the      
amount payable to the Class X Certificates in respect of amounts due to the Swap
Provider on such Distribution Date (other than Defaulted Swap Termination       
Payments) in excess of the amount payable on the Class X Interest on such       
Distribution Date, all as further provided in Section 8.13.                     

          Class LT-R Interest: The residual interest in the Lower-Tier REMIC
as described in the Preliminary Statement and the related footnote thereto.     

        Class M Certificates: As specified in the Preliminary Statement.

  Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."                                                     

    Class M-1 Principal Distribution Amount: 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 on such Distribution  
Date), and (B) the Class Certificate Balance of the Class M-1 Certificates      
immediately prior to such Distribution Date, over (ii) the lesser of (A) the    
product of (x) 59.50% and (y) the aggregate Stated Principal Balance of the     
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

  Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."                                                     

    Class M-2 Principal Distribution Amount: 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 on such 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 on such Distribution Date) and (C) the Class Certificate Balance of the  
Class M-2 Certificates immediately prior to such Distribution Date, over (ii)   
the lesser of (A) the product of (x) 66.80% and (y) the aggregate Stated        
Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the 
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans 
for such Distribution Date over the Overcollateralization Floor.                

  Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."                                                     

    Class M-3 Principal Distribution Amount: 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 on such 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 on such 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 on such Distribution Date) and (D) the Class  
Certificate Balance of the Class M-3 Certificates immediately prior to such     
Distribution Date, over (ii) the lesser of (A) the product of (x) 71.90% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such           
Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over the               
Overcollateralization Floor.                                                    

  Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."                                                     

    Class M-4 Principal Distribution Amount: 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 on such 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 on such 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 on such 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 on such Distribution
Date) and (E) the Class Certificate Balance of the Class M-4 Certificates       
immediately prior to such Distribution Date, over (ii) the lesser of (A) the    
product of (x) 75.50% and (y) the aggregate Stated Principal Balance of the     
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

  Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."                                                     

    Class M-5 Principal Distribution Amount: 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 on such 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 on such 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 on such 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 on such 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 on such Distribution Date) and (F) the Class Certificate Balance of the  
Class M-5 Certificates immediately prior to such Distribution Date, over (ii)   
the lesser of (A) the product of (x) 79.10% and (y) the aggregate Stated        
Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the 
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans 
for such Distribution Date over the Overcollateralization Floor.                

  Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-5."                                                     

    Class M-6 Principal Distribution Amount: 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such Distribution Date) and (G) the Class  
Certificate Balance of the Class M-6 Certificates immediately prior to such     
Distribution Date, over (ii) the lesser of (A) the product of (x) 82.20% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such           
Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over the               
Overcollateralization Floor.                                                    

  Class M-7 Certificates: All Certificates bearing the class
designation of "Class M-7."                                                     

    Class M-7 Principal Distribution Amount: 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such Distribution
Date) and (H) the Class Certificate Balance of the Class M-7 Certificates       
immediately prior to such Distribution Date, over (ii) the lesser of (A) the    
product of (x) 85.50% and (y) the aggregate Stated Principal Balance of the     
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

  Class M-8 Certificates: All Certificates bearing the class
designation of "Class M-8."                                                     

       Class M-8 Interest: The Upper-Tier Regular Interest held by the
Class M-8 REMIC as specified and described in the Preliminary Statement and the 
related footnote thereto.                                                       

    Class M-8 Principal Distribution Amount: 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such 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 on such Distribution Date) and (I) the Class Certificate Balance of the  
Class M-8 Certificates immediately prior to such Distribution Date, over (ii)   
the lesser of (A) the product of (x) 88.00% and (y) the aggregate Stated        
Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the 
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans 
for such Distribution Date over the Overcollateralization Floor.                

          Class M8-R Interest: The Residual Interest in the Lower Tier REMIC
as described in the Preliminary Statement and the related footnote thereto.     

   Class M-8 REMIC: As described in the Preliminary Statement.

            Class P Certificates: All Certificates bearing the class designation
of "Class P."                                                                   

           Class PT1-R Interest: The residual interest in Pooling-Tier REMIC-1
as described in the Preliminary Statement and the related footnote thereto.     

           Class PT2-R Interest: The residual interest in Pooling-Tier REMIC-2
as described in the Preliminary Statement and the related footnote thereto.     

      Class R Certificates: As defined in the Preliminary Statement.

  Class R-1 Certificates: All Certificates bearing the class
designation of "Class R-1."                                                     

  Class R-2 Certificates: All Certificates bearing the class
designation of "Class R-2."                                                     

  Class R-3 Certificates: All Certificates bearing the class
designation of "Class R-3."                                                     

           Class UT-IO Interest: A regular interest in the Upper-Tier REMIC as
described in the Preliminary Statement and the related footnote thereto.        

          Class UT-R Interest: The residual interest in the Upper-Tier REMIC
as described in the Preliminary Statement and the related footnote thereto.     

          Class UT-X Interest: A regular interest in the Upper-Tier REMIC as
described in the Preliminary Statement and the related footnote thereto.        

            Class X Certificates: All Certificates bearing the class designation
of "Class X."                                                                   

        Class X Distributable Amount: On any Distribution Date, (i) as a
distribution in respect of interest, the amount of interest that has accrued on 
the Class UT-X Interest and not applied as an Extra Principal Distribution      
Amount on such Distribution Date, plus any such accrued interest remaining      
undistributed from prior Distribution Dates, plus, without duplication, (ii) as 
a distribution in respect of principal, any portion of the principal balance of 
the Class UT-X Interest which is distributable as an Overcollateralization      
Reduction Amount, minus (iii) the sum of (A) any amounts paid from the Excess   
Reserve Fund Account to pay Basis Risk Carry Forward Amounts and (B) any Swap   
Termination Payment payable to the Swap Provider.                               

   Class X Interest: The regular interest in the Class X REMIC
represented by the Class X Certificates as specified and described in the       
Preliminary Statement and the related footnote thereto.                         

Class X REMIC: As defined in the Preliminary Statement. 

        Class X REMIC Regular Interest: Each of the Class X Interest and
Class IO Interest issued by the Class X REMIC.                                  

         Class X-R Interest: The residual interest in the Class X REMIC as
described in the Preliminary Statement and the related footnote thereto.        

Closing Date: November 22, 2005.                        

           Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.                                                          

Collection Accounts: As defined in Section 3.10(a).     

           Combined Loan-to-Value Ratio or CLTV: As of the date of origination
and as to any Second Lien Mortgage Loan, the ratio, expressed as a percentage,  
of (a) the sum of (i) the outstanding principal balance of the Second Lien      
Mortgage Loan as of the date of origination and (ii) the outstanding principal  
balance as of the date of origination of any mortgage loan or mortgage loans    
that are senior to or equal in priority to the Second Lien Mortgage Loan and    
which are secured by the same Mortgaged Property to (b) the Appraised Value.    

           Compensating Interest: For any Distribution Date, the lesser of (a)
the Prepayment Interest Shortfall, if any, for such Distribution Date, with     
respect to voluntary Principal Prepayments in Full (excluding any payments made 
upon liquidation of the Mortgage Loan) during the related Prepayment Period, and
(b) one-half of the Servicing Fee payable to the Servicer for such Distribution 
Date.                                                                           

          Condemnation Proceeds: All awards, compensation and/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, to the      
extent not required to be released to a Mortgagor in accordance with the terms  
of the related Mortgage Loan Documents.                                         

            Conduit Mortgage Loan: Each Mortgage Loan purchased by the Purchaser
pursuant to its mortgage conduit program and identified as a "Conduit Mortgage  
Loan" on the Mortgage Loan Schedule. All of the Mortgage Loans are Conduit      
Mortgage Loans.                                                                 

           Corporate Trust Office: The designated office of the Trustee in the
State of California at which at any particular time its corporate trust business
with respect to this Agreement is administered, which office at the date of the 
execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana,
California 92705-4934, Attn: Trust Administration - GS05H5, facsimile no. (714) 
247-6478 and which is the address to which notices to and correspondence with   
the Trustee should be directed.                                                 

  Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding Scheduled Crossover 
Distribution Date, unless on such date two times the aggregate Pooling-Tier     
REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO Interest then 
outstanding is less than the scheduled swap notional amount of the Interest Rate
Swap Agreement applicable for such Distribution Date, in which case the         
Corresponding Actual Crossover Distribution Date for such Pooling-Tier REMIC-2  
IO Interest shall be the first Distribution Date thereafter on which two times  
the aggregate Pooling-Tier REMIC-2 IO Notional Balance of each other            
Pooling-Tier REMIC-2 IO Interest then outstanding is greater than or equal to   
the scheduled swap notional amount of the Interest Rate Swap Agreement.         

           Corresponding Class and Corresponding REMIC: The Class of interests
in one Trust REMIC created under this Agreement that corresponds to the Class of
interests in another such Trust REMIC or to a Class of Certificates and the     
Trust REMIC in which the corresponding Certificate represents the related       
regular interest issued from such Trust REMIC in the manner set out below.      

Upper-Tier                      
and Class M-8,                    
Class B-1,                      
Class B-2 or      Corresponding   
Lower-Tier        Class X REMIC       Class of                        
 Class Designation    Regular Interest    Certificates       Corresponding REMIC
--------------------------------------------------------------------------------
  Class LT-A-1         Class A-1          Class A-1           Upper-Tier REMIC
  Class LT-A-2A        Class A-2A         Class A-2A          Upper-Tier REMIC
  Class LT-A-2B        Class A-2B         Class A-2B          Upper-Tier REMIC
  Class LT-A-2C        Class A-2C         Class A-2C          Upper-Tier REMIC
  Class LT-A-2D        Class A-2D         Class A-2D          Upper-Tier REMIC
  Class LT-M-1         Class M-1          Class M-1           Upper-Tier REMIC
  Class LT-M-2         Class M-2          Class M-2           Upper-Tier REMIC
  Class LT-M-3         Class M-3          Class M-3           Upper-Tier REMIC
  Class LT-M-4         Class M-4          Class M-4           Upper-Tier REMIC
  Class LT-M-5         Class M-5          Class M-5           Upper-Tier REMIC
  Class LT-M-6         Class M-6          Class M-6           Upper-Tier REMIC
  Class LT-M-7         Class M-7          Class M-7           Upper-Tier REMIC
 Class LT-M-8         Class M-8          Class M-8           Class M-8 REMIC
 Class LT-B-1         Class B-1          Class B-1           Class B-1 REMIC
 Class LT-B-2         Class B-2          Class B-2           Class B-2 REMIC
      N/A                              Class X             Class X REMIC

           Corresponding Pooling-Tier REMIC-2 IO Interest: As described in the
Preliminary Statement.                                                          

Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the Preliminary Statement  
corresponding to a Pooling-Tier REMIC-2 IO Interest.                            

       Cumulative Loss Event: With respect to any Distribution Date, a
Cumulative Loss Event occurs if the Cumulative Loss Percentage exceeds the      
applicable percentage set forth below with respect to such Distribution Date:   

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------
  Distribution Date Occurring In                               Loss Percentage                
----------------------------------------------------------------------------------------------
                                                                                              
December 2008 through November 2009           4.00% of the Cut-off Date Pool Principal Balance
December 2009 through November 2010           5.50% of the Cut-off Date Pool Principal Balance
December 2010 through November 2011           6.75% of the Cut-off Date Pool Principal Balance
December 2011 and thereafter                  7.40% of the Cut-off Date Pool Principal Balance
----------------------------------------------------------------------------------------------

Cumulative Realized Loss Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of    
which is the aggregate amount of Realized Losses incurred from the Cut-off Date 
to the last day of the calendar month preceding the month in which such         
Distribution Date occurs and the denominator of which is the Cut-off Date Pool  
Principal Balance.                                                              

        Custodial File: With respect to each Mortgage Loan, any Mortgage
Loan Document which is delivered to the Custodian or which at any time comes    
into the possession of the Custodian.                                           

     Custodian: J.P. Morgan Trust Company, National Association, a
national banking association, and its successors in interest.                   

          Custodian Fee: As to each Mortgage Loan and any Distribution Date,
an amount equal to one month's interest at the Custodian Fee Rate on the Stated 
Principal Balance of such Mortgage Loan as of the preceding Distribution Date   
(or as of the Closing Date in the case of the first Distribution Date) or, in   
the event of any payment of interest which accompanies a Principal Prepayment in
Full made by the Mortgagor, interest at the Custodian Fee Rate on the Stated    
Principal Balance of such Mortgage Loan for the period covered by such payment  
of interest.                                                                    

Cut-off Date:  November 1, 2005.                        

           Cut-off Date Pool Principal Balance: The aggregate Stated Principal
Balances of all Mortgage Loans as of the Cut-off Date.                          

           Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof 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).                                                                      

            Data Tape Information: The information provided by the Original Loan
Sellers or the Servicer as of the Cut-off Date to the Depositor setting forth   
the following information with respect to each Mortgage Loan: (1) the applicable
Original Loan Seller's Mortgage Loan identifying number; (2) the Mortgagor's    
name; (3) the street address of the Mortgaged Property including the city, state
and zip code; (4) a code indicating whether the Mortgaged Property is           
owner-occupied, a second home or investment property; (5) the number and type of
residential units constituting the Mortgaged Property (i.e., a single family    
residence, a 2-4 family residence, a unit in a condominium project or a unit in 
a planned unit development or a manufactured housing unit); (6) the original    
months to maturity or the remaining months to maturity from the Cut-off Date, in
any case based on the original amortization schedule and, if different, the     
maturity expressed in the same manner but based on the actual amortization      
schedule; (7) with respect to First Lien Mortgage Loans, the Loan-to-Value Ratio
at origination, and with respect to Second Lien Mortgage Loans, the Combined    
Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of the    
Cut-off Date; (9) the date on which the Scheduled Payment was due on the        
Mortgage Loan and, if such date is not consistent with the Due Date currently in
effect, such Due Date; (10) the stated maturity date; (11) the amount of the    
Scheduled Payment as of the Cut-off Date; (12) the last payment date on which a 
Scheduled Payment was actually applied to pay interest and the outstanding      
principal balance; (13) the original principal amount of the Mortgage Loan; (14)
the principal balance of the Mortgage Loan as of the close of business on the   
Cut-off Date, after deduction of payments of principal due and collected on or  
before the Cut-off Date; (15) with respect to Adjustable Rate Mortgage Loans,   
the Adjustment Date; (16) with respect to Adjustable Rate Mortgage Loans, the   
Gross Margin; (17) with respect to Adjustable Rate Mortgage Loans, the Lifetime 
Rate Cap under the terms of the Mortgage Note; (18) with respect to Adjustable  
Rate Mortgage Loans, a code indicating the type of Index; (19) with respect to  
Adjustable Rate Mortgage Loans, the Periodic Mortgage Interest Rate Cap under   
the terms of the Mortgage Note; (20) with respect to Adjustable Rate Mortgage   
Loans, the Periodic Mortgage Interest Rate Floor under the terms of the Mortgage
Note; (21) the type of Mortgage Loan (i.e., fixed rate, adjustable rate, first  
lien, second lien); (22) a code indicating the purpose of the loan (i.e.,       
purchase, rate and term refinance, equity take-out refinance); (23) a code      
indicating the documentation style (i.e., full documentation, limited           
documentation or stated income); (24) the loan credit classification (as        
described in the Underwriting Guidelines); (25) whether such Mortgage Loan      
provides for a Prepayment Premium; (26) the Prepayment Premium period of such   
Mortgage Loan, if applicable; (27) a description of the Prepayment Premium, if  
applicable; (28) the Mortgage Interest Rate as of origination; (29) the credit  
risk score (FICO score) at origination; (30) the date of origination; (31) the  
date of the purchase of the Mortgage Loan, if applicable; (32) a code indicating
whether the Mortgage Loan is assumable; (33) the Mortgage Interest Rate         
adjustment period; (34) the Mortgage Interest Rate floor; (35) the Mortgage     
Interest Rate calculation method (i.e., 30/360, simple interest, other); (36) a 
code indicating whether the Mortgage Loan has been modified; (37) the one-year  
payment history; (38) the Due Date for the first Scheduled Payment; (39) the    
original Scheduled Payment due; (40) with respect to the related Mortgagor, the 
debt-to-income ratio; (41) the Appraised Value of the Mortgaged Property; (42)  
the sales price of the Mortgaged Property if the Mortgage Loan was originated in
connection with the purchase of the Mortgaged Property; (43) whether the        
Mortgage Loan is covered by PMI policy and name of insurer; (44) with respect to
each MERS Designated Mortgage Loan, the MERS identification number; (45) a code 
indicating if a Mortgage Loan is or has had a 30-Day Delinquency; and (46) a    
code indicating if the Mortgage Loan is an Interest Only Mortgage Loan. With    
respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage      
Loans; (2) the current aggregate outstanding principal balance of the Mortgage  
Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans;   
and (4) the weighted average maturity of the Mortgage Loans.                    

    Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the United 
States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which    
became final and non appealable, except for such a reduction resulting from a   
Deficient Valuation or any reduction that results in a permanent forgiveness of 
principal.                                                                      

        Defaulted Swap Termination Payment: Any Swap Termination Payment
required to be paid by the Trust to the Swap Provider pursuant to the Interest  
Rate Swap Agreement as a result of an Event of Default (as defined in the       
Interest Rate Swap Agreement) with respect to which the Swap Provider is the    
defaulting party or a Termination Event (as defined in the Interest Rate Swap   
Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon   
Merger (each as defined in the Interest Rate Swap Agreement )) with respect to  
which the Swap Provider is the sole Affected Party (as defined in the Interest  
Rate Swap Agreement).                                                           

           Deficient Valuation: With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a court of competent jurisdiction in an    
amount less than the then outstanding principal balance of the Mortgage Loan,   
which valuation results from a proceeding initiated under the United States     
Bankruptcy Code.                                                                

        Definitive Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry Certificate      
pursuant to Section 5.02(e).                                                    

       Deleted Mortgage Loan: A Mortgage Loan that is removed from the
Trust pursuant to the terms of this Agreement.                                  

            Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate" or 
the Percentage Interest appearing on the face thereof.                          

            Depositor: GS Mortgage Securities Corp., a Delaware corporation, and
its successors in interest.                                                     

        Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered Holder of the    
Book-Entry Certificates. The Depository shall at all times be a "clearing       
corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.                                                          

            Depository Institution: Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United    
States of America or any State thereof, (b) is subject to supervision and       
examination by federal or state banking authorities and (c) has outstanding     
unsecured commercial paper or other short-term unsecured debt obligations that  
are rated P-1 by Moody's, F1+ by Fitch and A-1 by Standard & Poor's (in each    
case, to the extent they are designated as Rating Agencies in the Preliminary   
Statement).                                                                     

         Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects     
book-entry transfers and pledges of securities deposited with the Depository.   

            Determination Date: With respect to each Distribution Date, the 18th
day of the calendar month in which such Distribution Date occurs or, if such day
is not a Business Day, the immediately preceding Business Day.                  

       Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.27(b) in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company in trust for registered Holders of GSAMP Trust 2005-HE5 Mortgage  
Pass-Through Certificates, Series 2005-HE5." Funds in the Distribution Account  
shall be held in trust for the Certificateholders for the uses and purposes set 
forth in this Agreement and may be invested in Permitted Investments.           

        Distribution Date: The 25th day of each calendar month after the
initial issuance of the Certificates or, if such day is not a Business Day, the 
next succeeding Business Day, commencing in December 2005.                      

           Document Certification and Exception Report: The report attached to
Exhibit G hereto.                                                               

            Due Date: The day of the month on which the Scheduled Payment is due
on a Mortgage Loan, exclusive of any days of grace.                             

     Due Period: With respect to any Distribution Date, 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 the Distribution Date occurs.                                          

            Eligible Account: Either (i) an account maintained with a federal or
state-chartered depository institution or trust company that complies with the  
definition of Eligible Institution, (ii) an account maintained with the         
corporate trust department of a federal depository institution or               
state-chartered depository institution subject to regulations regarding         
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal      
Regulation Section 9.10(b), which, in either case, has corporate trust powers   
and is acting in its fiduciary capacity or (iii) any other account acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may include, if    
otherwise qualified under this definition, accounts maintained with the Trustee.
Each Eligible Account shall be a separate account.                              

     Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt obligations, 
or other short-term deposits of which are rated at least "A-1+" by Standard &   
Poor's if the amounts on deposit are to be held in the account for no more than 
365 days (or at least "A-2" by Standard & Poor's if the amounts on deposit are  
to be held in the account for no more than 30 days), or the long-term unsecured 
debt obligations of which are rated at least "AA-" by Standard & Poor's if the  
amounts on deposit are to be held in the account for no more than 365 days, and 
the commercial paper, short-term debt obligations or other short-term deposits  
of which are rated at least "P-1" by Moody's and "F1+" by Fitch (or a comparable
rating if another Rating Agency is specified by the Depositor by written notice 
to the Servicer and the Trustee) (in each case, to the extent they are          
designated as Rating Agencies in the Preliminary Statement).                    

      ERISA: The Employee Retirement Income Security Act of 1974, as
amended.                                                                        

        ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of Prohibited     
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or any        
successor thereto), or any substantially similar administrative exemption       
granted by the U.S. Department of Labor.                                        

     ERISA-Restricted Certificate: As specified in the Preliminary
Statement.                                                                      

        Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.09(b).                                         

         Escrow Payments: As defined in Section 3.09(b) of this Agreement.

Event of Default: As defined in Section 7.01.           

          Excess Overcollateralized Amount: With respect to any Distribution
Date, the excess, if any, of (a) the Overcollateralized Amount on such          
Distribution Date over (b) the Specified Overcollateralized Amount for such     
Distribution Date.                                                              

          Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Sections 3.27(a) in the name of the   
Trustee for the benefit of the Regular Certificateholders and designated        
"Deutsche Bank National Trust Company in trust for registered Holders of GSAMP  
Trust 2005-HE5, Mortgage Pass-Through Certificates, Series 2005-HE5." Funds in  
the Excess Reserve Fund Account shall be held in trust for the Regular          
Certificateholders for the uses and purposes set forth in this Agreement.       
Amounts on deposit in the Excess Reserve Fund Account shall not be invested.    

      Exchange Act: The Securities Exchange Act of 1934, as amended.

          Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal
to the sum of the Servicing Fee Rate, the Custodian Fee Rate and the Trustee Fee
Rate.                                                                           

        Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fee, the Custodian Fee and the Trustee Fee.                                     

         Extra Principal Distribution Amount: As of any Distribution Date,
the lesser of (x) the related Total Monthly Excess Spread for such Distribution 
Date and (y) the related Overcollateralization Deficiency for such Distribution 
Date.                                                                           

     Fannie Mae: The Federal National Mortgage Association and its
successors in interest.                                                         

           Fannie Mae Guides: The Fannie Mae Seller's Guide and the Fannie Mae
Servicer's Guide and all amendments or additions thereto.                       

           FDIC: The Federal Deposit Insurance Corporation, and its successors
in interest.                                                                    

            Final Recovery Determination: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased  
by the Depositor or the Purchaser, as contemplated by this Agreement), a        
determination made by the Servicer that all Insurance Proceeds, Condemnation    
Proceeds, Liquidation Proceeds and other payments or recoveries which the       
Servicer, in its reasonable good faith judgment, expects to be finally          
recoverable in respect thereof have been so recovered. The Servicer shall       
maintain records, prepared by a Servicing Officer, of each Final Recovery       
Determination made thereby.                                                     

           Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Certificates is the Distribution Date occurring in       
November 2035.                                                                  

           First Lien Mortgage Loan: Any Mortgage Loan secured by a first lien
Mortgage on the related Mortgaged Property.                                     

       Fitch: Fitch, Inc., and its successors in interest. If Fitch is
designated as a Rating Agency in the Preliminary Statement, for purposes of     
Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., One     
State Street Plaza, New York, New York 10004, Attention: MBS Monitoring - GSAMP 
Trust 2005-HE5, or such other address as Fitch may hereafter furnish to the     
Depositor, the Servicer, the Custodian and the Trustee.                         

Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.   

Forbearance: As defined in Section 3.07(a).             

            Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, and its successors in interest. 

         Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note to be added  
to the applicable Index to determine the Mortgage Interest Rate.                

    Group I Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.                               

     Group II Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.                              

           High Cost Mortgage Loan: A Mortgage Loan that is (a) covered by the
Home Ownership and Equity Protection Act of 1994, (b) identified, classified or 
characterized as "high cost," "threshold," "covered," or "predatory" under any  
other applicable state, federal or local law (or a similarly identified,        
classified or characterized loan using different terminology under an applicable
law imposing heightened regulatory scrutiny or additional legal liability for   
residential mortgage loans having high interest rates, points and/or fees) or   
(c) categorized as "High Cost" or "Covered" pursuant to Appendix E of the       
Standard & Poor's Glossary.                                                     

         Home Loan: A Mortgage Loan categorized as "Home Loan" pursuant to
Appendix E of Standard & Poor's Glossary.                                       

            Index: As to each Adjustable Rate Mortgage Loan, the index from time
to time in effect for the adjustment of the Mortgage Interest Rate set forth as 
such on the related Mortgage Note.                                              

         Initial Certification: The Initial Certification submitted by the
Custodian substantially in the form of Exhibit F.                               

           Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements thereto 
in effect, including any replacement policy or policies for any Insurance       
Policies.                                                                       

           Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

    Interest Accrual Period: With respect to each Class of LIBOR
Certificates and each Corresponding Class of Lower-Tier Regular Interests and   
each Corresponding Class of Upper-Tier Regular Interests 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. For purposes of computing  
interest accruals on each Class of LIBOR Certificates, each Corresponding Class 
of Lower-Tier Regular Interest and each Corresponding Class of Upper-Tier       
Regular Interest, each Interest Accrual Period has the actual number of days in 
such period and each year is assumed to have 360 days.                          

          Interest Only Mortgage Loan: A Mortgage Loan for which the related
Mortgage Note provides for Scheduled Payments of interest only for a period of  
time as specified in the related Mortgage Note.                                 

       Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of November 22, 2005, between Goldman Sachs Capital Markets, L.P. and  
Goldman Sachs Mortgage Company or any other swap agreement (including any       
related schedules) entered into by the Trustee on behalf of the Trust pursuant  
to Section 2.01(d).                                                             

         Interest Remittance Amount: With respect to any Distribution Date
and the Mortgage Loans in a Loan Group, that portion of Available Funds         
allocated to interest relating to the Mortgage Loans in such Loan Group and any 
Net Swap Receipts attributable to such Loan Group for such Distribution Date,   
net of any Net Swap Payments made from such Loan Group with respect to such     
Distribution Date. For purposes of this Agreement, any Net Swap Payments or Net 
Swap Receipts shall be allocated by the Trustee between Loan Groups based on the
respective aggregate Stated Principal Balance of the Mortgage Loans in each Loan
Group.                                                                          

Investment Account: As defined in Section 3.12(a).      

         Investor: With respect to each MERS Designated Mortgage Loan, the
Person named on the MERS System as the investor pursuant to the MERS Procedures 
Manual.                                                                         

     Investor-Based Exemption: Any of 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 any comparable exemption available under Similar Law.            

      J.P. Morgan Trust Company: J.P. Morgan Trust Company, National
Association, a national banking association, and its successors in interest.    

       Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received after the Remittance Date immediately following    
such Due Period, whether as late payments of Scheduled Payments or as Insurance 
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which       
represent late payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage and Mortgage  
Note) but delinquent for such Due Period and not previously recovered.          

Lender:  As defined in Section 10.07.                   

        LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related LIBOR           
Determination Date on the basis of the offered rate for one-month U.S. dollar   
deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London    
time) on such date; provided, that if such rate does not appear on Telerate Page
3750, the rate for such date will be determined on the basis of the rates at    
which one-month U.S. dollar deposits are offered by the Reference Banks at      
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee shall request the principal London 
office of each of the Reference Banks to provide a quotation of its rate. If at 
least two such quotations are provided, the rate for that date 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 date will be the arithmetic mean of the rates      
quoted by major banks in New York City, selected by the Trustee (after          
consultation with the Depositor), at approximately 11:00 a.m. (New York City    
time) on such date for one-month U.S. dollar deposits of leading European banks.

      LIBOR Certificates: As specified in the Preliminary Statement.

      LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day preceding the 
commencement of such Interest Accrual Period.                                   

            Lifetime Rate Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage   
Interest Rate thereunder. The Mortgage Interest Rate during the terms of each   
Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest
Rate at the time of origination of such Adjustable Rate Mortgage Loan by more   
than the amount per annum set forth on the Mortgage Loan Schedule.              

          Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated or    
charged-off in the calendar month preceding the month of such Distribution Date 
and as to which the Servicer has certified (in accordance with this Agreement)  
that it has made a Final Recovery Determination.                                

        Liquidation Event: With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery 
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is  
removed from coverage under this Agreement by reason of its being purchased,    
sold or replaced pursuant to or as contemplated by this Agreement. With respect 
to any REO Property, either of the following events: (i) a Final Recovery       
Determination is made as to such REO Property; or (ii) such REO Property is     
removed from coverage under this Agreement by reason of its being purchased     
pursuant to this Agreement.                                                     

         Liquidation Proceeds: The amounts, other than Insurance Proceeds,
Condemnation Proceeds or those received following the acquisition of REO        
Property, 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: Litton Loan Servicing LP, a Delaware limited partnership,
and its successors in interest.                                                 

       Loan Group: The Group I Mortgage Loans or the Group II Mortgage
Loans, as applicable.                                                           

         Loan Group Cap: The Loan Group I Cap or the Loan Group II Cap, as
applicable.                                                                     

          Loan Group I Cap: With respect to the Group I Mortgage Loans as of
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 of the Mortgage 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.                                                   

            Loan Group II Cap: With respect to the Group II Mortgage Loans as of
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 of the Mortgage 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.                                                   

         Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, at
any time, the ratio (expressed as a percentage) of the principal balance of the 
Mortgage Loan as of the date of determination, to the Appraisal Value of the    
related Mortgaged Property.                                                     

            London Business Day: Any day on which dealings in deposits of United
States dollars are transacted in the London interbank market.                   

            Lower-Tier Interest Rate: As described in the Preliminary Statement.

    Lower-Tier Principal Amount: As described in the Preliminary
Statement.                                                                      

    Lower-Tier Regular Interest: Each of the Class LT-A-1, Class
LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class       
LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7,   
Class LT-M-8, Class LT-B-1, Class LT-B-2, Class LT-IO, Class LT-3, Class        
LT-Group I, Class LT-Group II, and Class LT-Accrual Interests as described in   
the Preliminary Statement.                                                      

    Lower-Tier REMIC: As described in the Preliminary Statement.

MERS: As defined in Section 2.01(b).                    

       MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
applicable Original Loan Seller has designated or will designate MERS as, and   
has taken or will take such action as is necessary to cause MERS to be, the     
mortgagee of record, as nominee for the applicable Original Loan Seller, in     
accordance with the MERS Procedures Manual and (b) the applicable Original Loan 
Seller has designated or will designate the Trust as the Investor on the MERS(R)
System.                                                                         

        MERS Procedures Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.                  

         MERS(R) System: MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.                           

Monthly Statement: The statement made available to the  
Certificateholders pursuant to Section 4.03.                                    

       Moody's: Moody's Investors Service, Inc., and its successors in
interest. If Moody's is designated as a Rating Agency in the Preliminary        
Statement, for purposes of Section 10.05(b) the address for notices to Moody's  
shall be Moody's Investors Service, Inc., 99 Church Street, New York, New York  
10007, Attention: Residential Mortgage Pass-Through Group, or such other address
as Moody's may hereafter furnish to the Depositor, the Servicer, the Custodian  
and the Trustee.                                                                

            Mortgage: The mortgage, deed of trust or other instrument identified
on the Mortgage Loan Schedule as securing a Mortgage Note, including all riders 
thereto.                                                                        

         Mortgage File: The items pertaining to a particular Mortgage Loan
contained in either the Servicing File or Custodial File.                       

      Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note with respect to each Mortgage Loan.                               

          Mortgage Loan: An individual Mortgage Loan which is the subject of
this Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan includes,   
without limitation, the Mortgage File, the Custodial File, the Servicing File,  
the Scheduled Payments, Principal Prepayments, Liquidation Proceeds,            
Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment 
Premiums and all other rights, benefits, proceeds and obligations arising from  
or in connection with such Mortgage Loan, excluding replaced or repurchased     
Mortgage Loans.                                                                 

          Mortgage Loan Documents: The mortgage loan documents pertaining to
each Mortgage Loan.                                                             

         Mortgage Loan Schedule: A schedule of Mortgage Loans delivered to
the Trustee on the Closing Date and referred to on Schedule I, such schedule    
setting forth the following information with respect to each Mortgage Loan as of
the Cut-off Date: (1) the applicable Original Loan Seller's Mortgage Loan       
identifying number; (2) the Mortgagor's name; (3) the street address of the     
Mortgaged Property including the city, state and zip code; (4) a code indicating
whether the Mortgaged Property is owner-occupied, a second home or investment   
property; (5) the number and type of residential units constituting the         
Mortgaged Property (i.e., a single family residence, a 2-4 family residence, a  
unit in a condominium project or a unit in a planned unit development or a      
manufactured housing unit); (6) the original months to maturity or the remaining
months to maturity from the Cut-off Date, in any case based on the original     
amortization schedule and, if different, the maturity expressed in the same     
manner but based on the actual amortization schedule; (7) with respect to First 
Lien Mortgage Loans, the Loan-to-Value Ratio at origination, and with respect to
Second Lien Mortgage Loans, the Combined Loan-to-Value Ratio at origination; (8)
the Mortgage Interest Rate as of the Cut-off Date; (9) the date on which the    
Scheduled Payment was due on the Mortgage Loan and, if such date is not         
consistent with the Due Date currently in effect, such Due Date; (10) the stated
maturity date; (11) the amount of the Scheduled Payment as of the Cut-off Date; 
(12) the last payment date on which a Scheduled Payment was actually applied to 
pay interest and the outstanding principal balance; (13) the original principal 
amount of the Mortgage Loan; (14) the principal balance of the Mortgage Loan as 
of the close of business on the Cut-off Date, after deduction of payments of    
principal due and collected on or before the Cut-off Date; (15) with respect to 
Adjustable Rate Mortgage Loans, the Adjustment Date; (16) with respect to       
Adjustable Rate Mortgage Loans, the Gross Margin; (17) with respect to          
Adjustable Rate Mortgage Loans, the Lifetime Rate Cap under the terms of the    
Mortgage Note; (18) with respect to Adjustable Rate Mortgage Loans, a code      
indicating the type of Index; (19) with respect to Adjustable Rate Mortgage     
Loans, the Periodic Mortgage Interest Rate Cap under the terms of the Mortgage  
Note; (20) with respect to Adjustable Rate Mortgage Loans, the Periodic Mortgage
Interest Rate Floor under the terms of the Mortgage Note; (21) the type of      
Mortgage Loan (i.e., fixed rate, adjustable rate, first lien, second lien); (22)
a code indicating the purpose of the loan (i.e., purchase, rate and term        
refinance, equity take-out refinance); (23) a code indicating the documentation 
style (i.e., full documentation, limited documentation or stated income); (24)  
the loan credit classification (as described in the Underwriting Guidelines);   
(25) whether such Mortgage Loan provides for a Prepayment Premium; (26) the     
Prepayment Premium period of such Mortgage Loan, if applicable; (27) a          
description of the Prepayment Premium, if applicable; (28) the Mortgage Interest
Rate as of origination; (29) the credit risk score (FICO score) at origination; 
(30) the date of origination; (31) the date of the purchase of the Mortgage     
Loan, if applicable; (32) a code indicating whether the Mortgage Loan is        
assumable; (33) the Mortgage Interest Rate adjustment period; (34) the Mortgage 
Interest Rate floor; (35) the Mortgage Interest Rate calculation method (i.e.,  
30/360, simple interest, other); (36) a code indicating whether the Mortgage    
Loan has been modified; (37) the one-year payment history; (38) the Due Date for
the first Scheduled Payment; (39) the original Scheduled Payment due; (40) with 
respect to the related Mortgagor, the debt-to-income ratio; (41) the Appraised  
Value of the Mortgaged Property; (42) the sales price of the Mortgaged Property 
if the Mortgage Loan was originated in connection with the purchase of the      
Mortgaged Property; (43) whether the Mortgage Loan is covered by PMI policy and 
name of insurer; (44) with respect to each MERS Designated Mortgage Loan, the   
MERS identification number; (45) a code indicating whether the Mortgage Loan is 
a Group I Mortgage Loan or a Group II Mortgage Loan; (46) a code indicating if a
Mortgage Loan is or has had a 30 Day Delinquency; (47) with respect to each MERS
Designated Mortgage Loan, the MERS identification number; (48) a code indicating
if the Mortgage Loan is an Interest Only Mortgage Loan; (49) a code indicating  
whether such Mortgage Loan is a Home Loan; and (50) the Original Purchase Date. 
With respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage 
Loans; (2) the current aggregate outstanding principal balance of the Mortgage  
Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans;   
and (4) the weighted average maturity of the Mortgage Loans.                    

          Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan, including all riders thereto.                  

      Mortgaged Property: The real property (or leasehold estate, if
applicable) identified on the Mortgage Loan Schedule as securing repayment of   
the debt evidenced by a Mortgage Note.                                          

Mortgagor: The obligor(s) on a Mortgage Note.           

          Net Monthly Excess Cash Flow: For any Distribution Date the amount
remaining for distribution pursuant to Section 4.02(a)(iii) (before giving      
effect to distributions pursuant to such subsection).                           

         Net Prepayment Interest Shortfall: For any Distribution Date, the
amount by which the sum of the Prepayment Interest Shortfalls for such          
Distribution Date exceeds the sum of the Compensating Interest payments made    
with respect to such Distribution Date.                                         

        Net Swap Payment: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) made by the Trust to the Swap   
Provider on the related Fixed Rate Payer Payment Date (as defined in the        
Interest Rate Swap Agreement).                                                  

        Net Swap Receipt: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) made by the Swap Provider to the
Trust on the related Floating Rate Payer Payment Date (as defined in the        
Interest Rate Swap Agreement).                                                  

   NIM Issuer: The entity established as the issuer of the NIM
Securities.                                                                     

          NIM Securities: Any debt securities secured or otherwise backed by
some or all of the Class X and Class P Certificates that are rated by one or    
more Rating Agencies.                                                           

NIM Trustee: The trustee for the NIM Securities.        

            90+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to
which any portion of a Scheduled Payment is, as of the last day of the prior Due
Period, three months or more past due (without giving effect to any grace       
period), including each Mortgage Loan in foreclosure, all REO Property and each 
Mortgage Loan for which the Mortgagor has filed for bankruptcy.                 

Non-Permitted Transferee: As defined in Section 8.11(e).

      Nonrecoverable P&I Advance: Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the  
good faith business judgment of the Servicer, will not or, in the case of a     
proposed P&I Advance, would not be ultimately recoverable from related late     
payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds on  
such Mortgage Loan or REO Property as provided herein.                          

           Nonrecoverable Servicing Advance: Any Servicing Advances previously
made or proposed to be made in respect of a Mortgage Loan or REO Property,      
which, in the good faith business judgment of the Servicer, will not or, in the 
case of a proposed Servicing Advance, would not, be ultimately recoverable from 
related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or      
otherwise.                                                                      

       Non-Rule 144A Investment Letter: As defined in Section 5.02(b).

           Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates   
shall be made only upon presentation and surrender thereof.                     

         Offered Certificates:  As specified in the Preliminary Statement.

        Officer's Certificate: A certificate signed by an officer of the
Servicer with responsibility for the servicing of the Mortgage Loans required to
be serviced by the Servicer and listed on a list delivered to the Trustee       
pursuant to this Agreement.                                                     

    Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or a Subservicer, reasonably acceptable to the
Trustee; provided, that any Opinion of Counsel relating to (a) qualification of 
any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions, must    
(unless otherwise stated in such Opinion of Counsel) be an opinion of counsel   
who (i) is in fact independent of the Servicer of the Mortgage Loans, (ii) does 
not have any material direct or indirect financial interest in the Servicer of  
the Mortgage Loans or in an Affiliate of the Servicer and (iii) is not connected
with the Servicer of the Mortgage Loans as an officer, employee, director or    
person performing similar functions.                                            

      Optional Termination Date: The date determined as follows: The
Servicer, pursuant to Section 9.01, may cause the Optional Termination Date to  
occur on any Distribution Date on which the aggregate Stated Principal Balance  
of the Mortgage Loans, as of the last day of the related Due Period, is equal to
10% or less of the Cut-off Date Pool Principal Balance.                         

          Original Loan Sellers: With respect to each Conduit Mortgage Loan,
the Person who sold such Conduit Mortgage Loan to the Purchaser.                

           Original Purchase Date: With respect to any Mortgage Loan, the date
on which the applicable Original Loan Seller sold such Mortgage Loan to the     
Purchaser pursuant to the applicable Purchase Agreement.                        

     OTS: Office of Thrift Supervision, and any successor thereto.

       Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under    
this Agreement except:                                                          

          (i) Certificates theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation; and                                

         (ii) Certificates in exchange for which or in lieu of which other
    Certificates have been executed and delivered by the Trustee pursuant to
this Agreement.                                                     

           Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a Stated Principal Balance greater than zero which was not the subject of a     
Principal Prepayment in Full prior to such Due Date and which did not become a  
Liquidated Mortgage Loan prior to such Due Date.                                

           Overcollateralized Amount: As of any Distribution Date, the excess,
if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for 
such Distribution Date over (b) the aggregate of the Class Certificate Balances 
of the LIBOR Certificates and the Residual Certificates as of such Distribution 
Date (after giving effect to the payment of the Principal Remittance Amount on  
such Certificates on such Distribution Date).                                   

          Overcollateralization Deficiency: With respect to any Distribution
Date, the excess, if any, of (a) the Specified Overcollateralized Amount        
applicable to such Distribution Date over (b) the Overcollateralized Amount     
applicable to such Distribution Date.                                           

           Overcollateralization Floor: With respect to any Distribution Date,
0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the 
Cut-off Date.                                                                   

   Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess              
Overcollateralized Amount and (b) the Net Monthly Excess Cash Flow.             

         Ownership Interest: As to any Residual Certificate, any ownership
interest in such Certificate including any interest in such Certificate as the  
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial.                                                                  

         P&I Advance: As to any Mortgage Loan or REO Property, any advance
made by the Servicer in respect of any Remittance Date representing the         
aggregate of all payments of principal and interest, net of the Servicing Fee,  
that were due during the related Due Period on the Mortgage Loans and that were 
delinquent on the related Remittance Date, plus certain amounts representing    
assumed payments not covered by any current net income on the Mortgaged         
Properties acquired by foreclosure or deed in lieu of foreclosure as determined 
pursuant to Section 4.01(a).                                                    

           Pass-Through Margin: Except as set forth in the following sentence,
with respect to each Class of LIBOR Certificates, the following percentages:    
Class A-1 Certificates, 0.240%; Class A-2A Certificates, 0.100%; Class A-2B     
Certificates, 0.170%; Class A-2C Certificates, 0.240%; Class A-2D Certificates, 
0.340%; Class M-1 Certificates, 0.420%; Class M-2 Certificates, 0.430%; Class   
M-3 Certificates, 0.460%; Class M-4 Certificates, 0.600%; Class M-5             
Certificates, 0.630%; Class M-6 Certificates, 0.700%; Class M-7 Certificates,   
1.350%; Class M-8 Certificates, 1.500%; Class B-1 Certificates, 2.100%; and     
Class B-2 Certificates, 2.500%. On the first possible Optional Termination Date,
the Pass-Through Margins shall increase to: Class A-1 Certificates, 0.480%;     
Class A-2A Certificates, 0.200%; Class A-2B Certificates, 0.340%; Class A-2C    
Certificates, 0.480%;Class A-2D Certificates, 0.680%; Class M-1 Certificates,   
0.630%; Class M-2 Certificates, 0.645%; Class M-3 Certificates, 0.690%; Class   
M-4 Certificates, 0.900%; Class M-5 Certificates, 0.945%; Class M-6             
Certificates, 1.050%; Class M-7 Certificates, 2.025%; Class M-8 Certificates,   
2.250%; Class B-1 Certificates, 3.150%; and Class B-2 Certificates, 3.750%.     

       Pass-Through Rate: For each Class of Regular Certificates, each
Pooling-Tier REMIC-1 Regular Interest, each Pooling-Tier REMIC-2 Regular        
Interest, each Lower-Tier Regular Interest, each Upper-Tier Regular Interest,   
and each Class X REMIC Regular Interest, the per annum rate set forth or        
calculated in the manner described in the Preliminary Statement.                

           Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,    
such percentage interest being set forth on the face thereof or equal to the    
percentage obtained by dividing the Denomination of such Certificate by the     
aggregate of the Denominations of all Certificates of the same Class.           

            Periodic Mortgage Interest Rate Cap: With respect to each Adjustable
Rate Mortgage Loan, the provision of each Mortgage Note which provides for an   
absolute maximum amount by which the Mortgage Interest Rate therein may increase
or decrease on an Adjustment Date above or below the Mortgage Interest Rate     
previously in effect. The Periodic Mortgage Interest Rate Cap for each          
Adjustable Rate Mortgage Loan is the rate set forth on the Mortgage Loan        
Schedule.                                                                       

   Periodic Mortgage Interest Rate Floor: With respect to each
Adjustable Rate Mortgage Loan, the provision of each Mortgage Note which        
provides for an absolute minimum amount by which the Mortgage Interest Rate     
therein may increase or decrease on an Adjustment Date above or below the       
Mortgage Interest Rate previously in effect. The Periodic Mortgage Interest Rate
Floor for each Adjustable Rate Mortgage Loan is the rate set forth on the       
Mortgage Loan Schedule.                                                         

           Permitted Investments: Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless  
of whether issued by the Servicer, the Trustee or any of their respective       
Affiliates:                                                                     

        (i) direct obligations of, or obligations fully guaranteed as to
 timely payment of principal and interest by, the United States or any
      agency or instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States;                     

        (ii) demand and time deposits in, certificates of deposit of, or
   bankers' acceptances (which shall each have an original maturity of not
   more than 90 days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days or a remaining
   maturity of more than 30 days) denominated in United States dollars and
      issued by any Depository Institution and rated "P-1" by Moody's, "A-1+" by
      S&P and "F1+" by Fitch (in each case, to the extent they are designated as
Rating Agencies in the Preliminary Statement);                      

           (iii) repurchase obligations with respect to any security described
     in clause (i) above entered into with a Depository Institution (acting as
principal);                                                         

       (iv) securities bearing interest or sold at a discount that are
      issued by any corporation incorporated under the laws of the United States
    of America or any state thereof and that are rated by each Rating Agency
that rates such securities in its highest long-term unsecured rating
categories at the time of such investment or contractual commitment 
providing for such investment;                                      

          (v) commercial paper (including both non-interest-bearing discount
  obligations and interest-bearing obligations payable on demand or on a
specified date not more than 30 days after the date of acquisition  
      thereof) that is rated by each Rating Agency that rates such securities in
      its highest short-term unsecured debt rating available at the time of such
investment;                                                         

      (vi) units of money market funds, including money market funds
      advised by the Depositor or the Trustee or an Affiliate thereof, that have
    been rated "Aaa" by Moody's, "AAAm" or "AAAm-G" by Standard & Poor's and
      at least "AA" by Fitch (in each case, to the extent they are designated as
Rating Agencies in the Preliminary Statement); and                  

          (vii) if previously confirmed in writing to the Trustee, any other
      demand, money market or time deposit, or any other obligation, security or
  investment, as may be acceptable to the Rating Agencies as a permitted
investment of funds backing "Aaa" or "AAA" rated securities;        

provided, however, that no instrument described hereunder shall evidence either 
the right to receive (a) only interest with respect to the obligations          
underlying such instrument or (b) both principal and interest payments derived  
from obligations underlying such instrument and the interest and principal      
payments with respect to such instrument provide a yield to maturity at par     
greater than 120% of the yield to maturity at par of the underlying obligations.
For investments in the Distribution Account (except during the Trustee Float    
Period), only the obligations or securities (or instruments which invest in the 
obligations or securities) specified in clause (i) above shall constitute       
Permitted Investments.                                                          

          Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of 
any of the foregoing, (ii) a foreign government, international organization or  
any agency or instrumentality of either of the foregoing, (iii) an organization 
(except certain farmers' cooperatives described in Section 521 of the Code)     
which is exempt from tax imposed by Chapter 1 of the Code (including the tax    
imposed by Section 511 of the Code on unrelated business taxable income) on any 
excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives        
described in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S. 
Person or a U.S. Person with respect to whom income from a Residual Certificate 
is attributable to a foreign permanent establishment or fixed base (within the  
meaning of an applicable income tax treaty) of such Person or any other U.S.    
Person, (vi) an "electing large partnership" within the meaning of Section 775  
of the Code and (vii) any other Person so designated by the Depositor based upon
an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual  
Certificate to such Person may cause any Trust REMIC to fail to qualify as a    
REMIC at any time that the Certificates are outstanding. The terms "United      
States," "State" and "international organization" shall have the meanings set   
forth in Section 7701 of the Code or successor provisions. A corporation will   
not be treated as an instrumentality of the United States or of any State or    
political subdivision thereof for these purposes 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 government unit.                           

        Person: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,             
unincorporated organization or government, or any agency or political           
subdivision thereof.                                                            

         Physical Certificates: As specified in the Preliminary Statement.

Plan: As defined in Section 5.02(b).                    

       Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans for such       
Distribution Date that were Outstanding Mortgage Loans on the Due Date in the   
related Due Period.                                                             

   Pooling-Tier Interest Rate: As specified in the Preliminary
Statement.                                                                      

        Pooling-Tier REMIC-1: As described in the Preliminary Statement.

           Pooling-Tier REMIC-1 Interest Rate: As described in the Preliminary
Statement.                                                                      

       Pooling-Tier REMIC-1 Loan Group I WAC Rate: With respect to the
Group I Mortgage Loans as of any Distribution Date, a per annum rate equal to   
(a) the weighted average of the Mortgage Interest Rates for each such Mortgage  
Loan (in each case, less than the applicable Expense Fee Rate) then in effect on
the beginning of the related Due Period on such Mortgage Loans, multiplied by   
(b) 30 divided by the actual number of days in the related Interest Accrual     
Period.                                                                         

        Pooling-Tier REMIC-1 Loan Group II WAC Rate: With respect to the
Group II Mortgage Loans as of any Distribution Date, a per annum rate equal to  
(a) the weighted average of the Mortgage Interest Rates for each such Mortgage  
Loan (in each case, less than the applicable Expense Fee Rate) then in effect on
the beginning of the related Due Period on such Mortgage Loans, multiplied by   
(b) 30 divided by the actual number of days in the related Interest Accrual     
Period.                                                                         

  Pooling-Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.                                                          

  Pooling-Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.                                                          

        Pooling-Tier REMIC-2: As described in the Preliminary Statement.

           Pooling-Tier REMIC-2 Interest Rate: As described in the Preliminary
Statement.                                                                      

         Pooling-Tier REMIC-2 IO Interest: Any of the Pooling-Tier REMIC-2
Regular Interests with the designation "IO" in its name.                        

     Pooling-Tier REMIC-2 IO Notional Balance: As described in the
Preliminary Statement.                                                          

  Pooling-Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.                                                          

  Pooling-Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.                                                          

           Prepayment Interest Shortfall: With respect to any Remittance Date,
the sum of, for each Mortgage Loan that was, during the related Prepayment      
Period, the subject of a Principal Prepayment that was applied by the Servicer  
to reduce the outstanding principal balance of such Mortgage Loan on a date     
preceding the Due Date in the succeeding Prepayment Period, an amount equal to  
the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for 
such Mortgage Loan, (b) the amount of the Principal Prepayment for such Mortgage
Loan, (c) 1/360 and (d) the number of days commencing on the date on which such 
Principal Prepayment was applied and ending on the last day of the related      
Prepayment Period.                                                              

     Prepayment Period: With respect to any Distribution Date, the
calendar month preceding the calendar month in which such Distribution Date     
occurs.                                                                         

     Prepayment Premium: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in   
connection with any voluntary Principal Prepayment pursuant to the terms of the 
related Mortgage Note.                                                          

            Principal Distribution Amount: For any Distribution Date, the sum of
(i) the Basic Principal Distribution Amount for such Distribution Date and (ii) 
the Extra Principal Distribution Amount for such Distribution Date.             

           Principal Prepayment: Any full or partial payment or other recovery
of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan) 
which is received in advance of its scheduled Due Date, excluding any Prepayment
Premium and which is not accompanied by an amount of interest representing      
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.                                                        

        Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.                   

           Principal Remittance Amount: With respect to any Distribution Date,
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 such Due Period and received by the Servicer on or     
prior to the related Determination Date or advanced by the Servicer for the     
related Remittance Date, (ii) all Principal Prepayments received during the     
related Prepayment Period, (iii) all Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds on the Mortgage Loans allocable to principal actually    
collected by the Servicer during the related Prepayment Period, (iv) the portion
of the Repurchase Price allocable to principal with respect to each Deleted     
Mortgage Loan, the repurchase obligation for which arose during the related     
Prepayment Period, that was repurchased during the period from the prior        
Distribution Date through the Remittance Date for the current Distribution Date,
(v) the portion of all Substitution Adjustment Amounts allocable to principal   
with respect to the substitutions of Mortgage Loans that occur during the       
calendar month in which such Distribution Date occurs, and (vi) the allocable   
portion of the proceeds received with respect to the termination of the Trust   
Fund pursuant to clause (a) of Section 9.01 (to the extent such proceeds relate 
to principal).                                                                  

       Privacy Laws: Title V of the Gramm-Leach-Bliley Act of 1999, as
amended, and all applicable regulations promulgated thereunder.                 

        Private Certificates: As specified in the Preliminary Statement.

            Prospectus Supplement: The Prospectus Supplement, dated November 18,
2005, relating to the Offered Certificates.                                     

PTCE 95-60: As defined in Section 5.02(b).              

PUD: A planned unit development.                        

     Purchase Agreement: The Master Loan Purchase Agreement by and
between the related Original Loan Seller and the Purchaser.                     

     Purchaser: Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in interest, as purchaser of the Mortgage Loans 
under the Purchase Agreements.                                                  

   Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no longer in      
existence, "Rating Agency" shall be such nationally recognized statistical      
rating organization, or other comparable Person, as is designated by the        
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating or rating category of a Rating Agency shall mean such  
rating category without giving effect to any modifiers. For purposes of Section 
10.05(b), the addresses for notices to each Rating Agency shall be the address  
specified therefor in the definition corresponding to the name of such Rating   
Agency, or such other address as either such Rating Agency may hereafter furnish
to the Depositor and the Servicer.                                              

          Realized Losses: With respect to any date of determination and any
Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal 
balance of such Liquidated Mortgage Loan together with accrued and unpaid       
interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net  
of the expenses incurred by the Servicer in connection with the liquidation of  
such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing   
Advances with respect to such Liquidated Mortgage Loan.                         

        Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the related Interest Accrual Period;       
provided, however, that for any Certificate issued in definitive form, the      
Record Date shall be the close of business on the last Business Day of the month
preceding the month in which such applicable Distribution Date occurs.          

Reference Bank:  As defined in Section 4.04.            

         Regular Certificates:  As specified in the Preliminary Statement.

            Relief Act Interest Shortfall: With respect to any Distribution Date
and any Mortgage Loan, any reduction in the amount of interest collectible on   
such Mortgage Loan for the most recently ended Due Period as a result of the    
application of the Servicemembers Civil Relief Act, or any similar state        
statutes.                                                                       

     REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.                                            

           REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A      
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,  
and regulations promulgated thereunder, as the foregoing may be in effect from  
time to time as well as provisions of applicable state laws.                    

        Remittance Date: With respect to any Distribution Date, no later
than 12:30 PM Central Time on the Business Day immediately preceding such       
Distribution Date.                                                              

            REO Disposition: The final sale by the Servicer of any REO Property.

        REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at the Mortgage Interest Rate net of the         
Servicing Fee Rate that would have been applicable to the related Mortgage Loan 
had it been outstanding) on the unpaid principal balance of the Mortgage Loan as
of the date of acquisition thereof (as such balance is reduced pursuant to      
Section 3.15 by any income from the REO Property treated as a recovery of       
principal).                                                                     

     REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a         
defaulted Mortgage Loan.                                                        

  Reporting Date: The 18th day of each calendar month or the
immediately following Business Day if the 18th is not a Business Day.           

         Representations and Warranties Agreement: The Representations and
Warranties Agreement, dated as of November 22, 2005, by and between the         
Depositor and the Purchaser, a copy of which is attached hereto as Exhibit S.   

          Repurchase Price: With respect to any Mortgage Loan repurchased by
the Purchaser, an amount equal to the sum of (i) the unpaid principal balance of
such Mortgage Loan as of the date of repurchase, (ii) interest on such unpaid   
principal balance of such Mortgage Loan at the Mortgage Interest Rate from the  
last date through which interest has been paid and distributed to the Trustee to
the date of repurchase, (iii) all unreimbursed Servicing Advances, (iv) all     
expenses incurred by the Servicer, the Trust or the Trustee, as the case may be,
in respect of a breach or defect, including, without limitation, expenses       
arising out of the Servicer's or Trustee's, as the case may be, enforcement of  
the Purchaser's or the Depositor's repurchase obligations, as applicable, to the
extent not included in clause (iii), and (v) any costs and damages incurred by  
the Trust in connection with any violation by such Mortgage Loan of any         
predatory lending law or abusive lending law.                                   

     Request for Release: The Request for Release submitted by the
Servicer to the Custodian substantially in the form of Exhibit L.               

          Residual Certificates:  As specified in the Preliminary Statement.

            Responsible Officer: When used with respect to the Trustee, any vice
president, any assistant vice president, any assistant secretary, any assistant 
treasurer, any associate or any other officer of the Trustee customarily        
performing functions similar to those performed by any of the above designated  
officers who at such time shall be officers to whom, with respect to a          
particular matter, such matter is referred because of such officer's knowledge  
of and familiarity with the particular subject and who shall have direct        
responsibility for the administration of this Agreement.                        

Rule 144A Letter:  As defined in Section 5.02(b).       

           Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt 
Service Reduction and any Deficient Valuation that affects the amount of the    
monthly payment due on such Mortgage Loan.                                      

           Second Lien Mortgage Loan: A Mortgage Loan secured by a second lien
Mortgage on the related Mortgaged Property.                                     

Securities Act: The Securities Act of 1933, as amended. 

       Senior Enhancement Percentage: 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 Principal Distribution Amount for such Distribution Date)  
by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such    
Distribution Date.                                                              

  Senior Specified Enhancement Percentage: As of any date of
determination, 48.50%.                                                          

  Servicer: Litton and, if a successor servicer is appointed
hereunder, such successor.                                                      

  Servicer Remittance Report: As defined in Section 4.03(d).

Servicer's Assignee: As defined in Section 10.07.       

    Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by the Servicer in the performance of  
its servicing obligations in connection with a default, delinquency or other    
unanticipated event, including, but not limited to, the cost of (i) the         
preservation, restoration, inspection and protection of a Mortgaged Property,   
(ii) any enforcement or judicial proceedings, including foreclosures and        
litigation, in respect of a particular Mortgage Loan, (iii) the management      
(including reasonable fees in connection therewith) and liquidation of any REO  
Property and (iv) the performance of its obligations under Sections 3.01, 3.09, 
3.13 and 3.15. The Servicer shall not be required to make any Nonrecoverable    
Servicing Advances.                                                             

 Servicing Fee: With respect to each Mortgage Loan and any
Distribution Date, an amount equal to the product of (i) one-twelfth of the     
Servicing Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan  
as of the first day of the calendar month preceding the month in which such     
Distribution Date occurs. Such fee shall be payable monthly, and shall be pro   
rated for any portion of a month during which the Mortgage Loan is serviced by  
the Servicer under this Agreement. The Servicing Fee is payable solely from the 
interest portion (including recoveries with respect to interest from Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds and proceeds received with  
respect to REO Properties, to the extent permitted by Section 3.11) of such     
Scheduled Payment collected by the Servicer or as otherwise provided under      
Section 3.11.                                                                   

         Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per
annum.                                                                          

    Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all documents in  
the Mortgage File which are not delivered to the Trustee in the Custodial File  
and copies of the Mortgage Loan Documents set forth in Exhibit M hereto.        

      Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose   
name and facsimile signature appear on a list of servicing officers furnished to
the Trustee by the Servicer on the Closing Date pursuant to this Agreement, as  
such list may from time to time be amended.                                     

          Servicing Rights: Any and all of the following: (a) all rights and
obligations to service the Mortgage Loans; (b) any compensation for servicing   
the Mortgage Loans; (c) any late fees, penalties or similar payments with       
respect to the Mortgage Loans (other than prepayment penalties); (d) all        
agreements or documents creating, defining or evidencing any such servicing     
rights to the extent they relate to such servicing rights; (e) any interest on  
Escrow Accounts allowed by law or other similar payments with respect to the    
Mortgage Loans and any amounts actually collected with respect thereto; (f) all 
accounts and other rights to payment related to any of the property described in
this paragraph; (g) the right to possess and use any and all servicing files,   
servicing records, data tapes, computer records, or other information pertaining
to the Mortgage Loans to the extent relating to the past, present or prospective
servicing of the Mortgage Loans; and (h) all rights, powers and privileges      
incident to any of the foregoing.                                               

      Servicing Rights Pledgee: One or more lenders, selected by the
Servicer, to which the Servicer may pledge and assign all of its right, title   
and interest in, to and under this Agreement (other than rights with respect to 
P&I Advances and Servicing Advances herein) pursuant to and as provided in      
Section 6.06, including without limitation JPMorgan Chase Bank, National        
Association as the representative of certain lenders.                           

Similar Law: As defined in Section 5.02(b).             

            60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to
which any portion of a Scheduled Payment is, as of the last day of the prior Due
Period, two months or more past due (without giving effect to any grace period),
each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for  
which the Mortgagor has filed for bankruptcy.                                   

           Specified Overcollateralized Amount: Prior to the Stepdown Date, an
amount equal to 3.65% of the Cut-off Date Pool Principal Balance. On and after  
the Stepdown Date, an amount equal to 7.30% of the aggregate Stated Principal   
Balance of the Mortgage Loans for such 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 shall not be reduced to the applicable      
percentage of the then current aggregate Stated Principal Balance of the        
Mortgage Loans until the Distribution Date on which a Trigger Event is no longer
occurring. On and after the date on which the Class Certificate Balance of each 
Class of LIBOR Certificates has been reduced to zero, the Specified             
Overcollateralized Amount shall thereafter equal zero.                          

SPV:  As defined in Section 10.07.                      

            Standard & Poor's: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors in interest. If Standard &  
Poor's is designated as a Rating Agency in the Preliminary Statement, for       
purposes of Section 10.05(b) the address for notices to Standard & Poor's shall 
be Standard & Poor's, 55 Water Street, New York, New York 10041, Attention:     
Residential Mortgage Surveillance Group - GSAMP Trust 2005-HE5, or such other   
address as Standard & Poor's may hereafter furnish to the Depositor, the        
Servicer, the Custodian and the Trustee.                                        

           Standard & Poor's Glossary: Version 5.6(b) of the Standard & Poor's
LEVELS(R) Glossary.                                                             

Start-up Day: As defined in Section 2.05.               

        Stated Principal Balance: As to each 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 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 become a Liquidated Mortgage Loan during the related Prepayment Period   
shall be zero.                                                                  

        Stepdown Date: 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.                                                         

  Subordinated Certificates: As specified in the Preliminary
Statement.                                                                      

   Subsequent Recoveries: Amounts received with respect to any
Liquidated Mortgage Loan after it has become a Liquidated Mortgage Loan.        

Subservicer: As defined in Section 3.02(a).             

Subservicing Account: As defined in Section 3.08.       

Subservicing Agreements: As defined in Section 3.02(a). 

            Substitute Mortgage Loan: A Mortgage Loan eligible to be substituted
for a Deleted Mortgage Loan pursuant to the terms of the Representations and    
Warranties Agreement.                                                           

         Substitution Adjustment Amount: Any amount required to be paid in
connection with a Substitute Mortgage Loan pursuant to the Representations and  
Warranties Agreement.                                                           

           Supplemental Interest Trust: The corpus of a trust created pursuant
to Section 4.06 of this Agreement, consisting of the Interest Rate Swap         
Agreement, the Class IO Interest and the right to receive Class IO Shortfalls,  
subject to the obligation to pay amounts specified in Section 4.06.             

          Swap LIBOR: With respect to any Distribution Date (and the related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used in the      
Interest Rate Swap Agreement), (ii) two, and (iii) the quotient of (a) the      
actual number of days in the Interest Accrual Period for the LIBOR Certificates 
divided by (b) 30.                                                              

       Swap Provider: Goldman Sachs Mitsui Marine Derivative Products,
L.P., a Delaware limited partnership, and its successors in interest, and any   
successor swap provider under any replacement Interest Rate Swap Agreement.     

         Swap Termination Payment: Any payment payable by the Trust or the
Swap Provider upon termination of the Interest Rate Swap Agreement as a result  
of an Event of Default (as defined in the Interest Rate Swap Agreement) or a    
Termination Event (as defined in the Interest Rate Swap Agreement).             

           Tax Matters Person: The Holder of the (i) Class R-2, (ii) Class R-1
and (iii) Class R-3 Certificates designated as "tax matters person" of (i)      
Pooling-Tier REMIC-1, (ii) Pooling-Tier REMIC-2, the Lower-Tier REMIC and the   
Upper-Tier REMIC, and (iii) the Class M-8 REMIC, Class B-1 REMIC, Class B-2     
REMIC and Class X REMIC respectively, in the manner provided under Treasury     
Regulations Section 1.860F-4(d) and Treasury Regulations Section                
301.6231(a)(7)-1.                                                               

Tax Service Contract:  As defined in Section 3.09(a).   

           Telerate Page 3750: The display page currently so designated on the
Bridge Telerate Service (or such other page as may replace that page on that    
service for displaying comparable rates or prices).                             

Termination Price: As defined in Section 9.01.          

    30 Day Delinquency: The failure of the Mortgagor to make any
Scheduled Payment due under the Mortgage Note on a Due Date, which failure      
continues unremedied for a period of one month after the following Due Date.    

           Total Monthly Excess Spread: As to any Distribution Date, an amount
equal to the excess if any, of (i) the interest collected on the Mortgage Loans 
received by the Servicer on or prior to the related Determination Date or       
advanced by the Servicer for the related Remittance Date (net of Expense Fees)  
and plus any Net Swap Receipts and less any Net Swap Payments for such          
Distribution Date, over (ii) the sum of the interest payable to the LIBOR       
Certificates on such Distribution Date pursuant to Section 4.02(a)(i).          

          Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.                                             

Transfer Affidavit: As defined in Section 5.02(c).      

Transferor Certificate: As defined in Section 5.02(b).  

       Trigger Event: With respect to any Distribution Date, a Trigger
Event exists if (i) the quotient (expressed as a percentage) of (1) the rolling 
three month average of the aggregate unpaid principal balance of 60+ Day        
Delinquent Mortgage Loans, divided by (2) 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 quotient (expressed as a percentage) of (x) the    
aggregate amount of Realized Losses incurred since the Cut-off Date through the 
last day of the related Prepayment Period divided by (y) the Cut-off Date Pool  
Principal Balance, exceeds the applicable percentages set forth below with      
respect to such Distribution Date:                                              

                                                        [Enlarge/Download Table]

Distribution Date Occurring In       Cumulative Realized Loss Percentage                                     
------------------------------       -----------------------------------                                     
                                                                                                             
December 2007 through November 2008  1.50% for the first month,  plus an additional  1/12th of 1.50% for each
                                     month thereafter                                                        
December 2008 through November 2009  3.00% for the first month,  plus an additional  1/12th of 1.50% for each
                                     month thereafter                                                        
December 2009 through November 2010  4.50% for the first month,  plus an additional  1/12th of 1.25% for each
                                     month thereafter                                                        
December 2010 through 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: The express trust created hereunder in Section 2.01(c).

           Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal received on or with       
respect thereto after the related Cut-off Date, other than such amounts which   
were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the  
Collection Account, the Excess Reserve Fund Account, the Distribution Account   
and all amounts deposited therein pursuant to the applicable provisions of this 
Agreement; (iii) property that secured a Mortgage Loan and has been acquired by 
foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Interest Rate   
Swap Agreement; (v) the Trust's rights under the Representations and Warranties 
Agreement; (vi) the Supplemental Interest Trust; and (vii) all proceeds of the  
conversion, voluntary or involuntary, of any of the foregoing.                  

           Trust REMIC: Any of Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the
Lower-Tier REMIC, the Upper-Tier REMIC, the Class M-8 REMIC, the Class B-1      
REMIC, the Class B-2 REMIC or the Class X REMIC, as applicable.                 

            Trustee: Deutsche Bank National Trust Company, and its successors in
interest and, if a successor trustee is appointed hereunder, such successor.    

           Trustee Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the related Trustee Fee Rate on the     
Stated Principal Balance of such Mortgage Loan as of the preceding Distribution 
Date (or as of the Closing Date in the case of the first Distribution Date) or, 
in the event of any payment of interest which accompanies a Principal Prepayment
in Full made by the Mortgagor, interest at the Trustee Fee Rate on the Stated   
Principal Balance of such Mortgage Loan for the period covered by such payment  
of interest.                                                                    

         Trustee Fee Rate: With respect to each Mortgage Loan, 0.0022% per
annum.                                                                          

           Trustee Float Period: With respect to any Distribution Date and the
related amounts in the Distribution Account, the period commencing on the       
Business Day immediately preceding such Distribution Date and ending on such    
Distribution Date.                                                              

           U.S. Person: (i) A citizen or resident of the United States; (ii) a
corporation (or entity treated as a corporation for tax purposes) created or    
organized in the United States or under the laws of the United States or of any 
State thereof, including, for this purpose, the District of Columbia; (iii) a   
partnership (or entity treated as a partnership for tax purposes) organized in  
the United States or under the laws of the United States or of any state        
thereof, including, for this purpose, the District of Columbia (unless provided 
otherwise by future Treasury regulations); (iv) an estate whose income is       
includible in gross income for United States income tax purposes regardless of  
its source; or (v) a trust, if a court within the United States is able to      
exercise primary supervision over the administration of the trust and one or    
more U.S. Persons have authority to control all substantial decisions of the    
trust. Notwithstanding the last clause of the preceding sentence, to the extent 
provided in Treasury regulations, certain trusts in existence on August 20,     
1996, and treated as U.S. Persons prior to such date, may elect to continue to  
be U.S. Persons.                                                                

           Underwriter's Exemption: Any exemption listed in footnote 1 of, and
amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002),
or any successor exemption.                                                     

            Underwriting Guidelines: The underwriting guidelines attached to the
applicable Purchase Agreement.                                                  

          Unpaid Interest Amounts: As of any Distribution Date and any Class
of Certificates, the sum of (a) the portion of the Accrued Certificate Interest 
Distribution Amount from prior Distribution Dates remaining unpaid immediately  
prior to the current Distribution Date and (b) interest on such unpaid amount in
clause (a) at the applicable Pass-Through Rate (to the extent permitted by      
applicable law).                                                                

            Upper-Tier Carry Forward Amount: With respect to each Class of LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on such            
Distribution Date the Upper-Tier Interest Rate for the Class of Corresponding   
Upper-Tier REMIC Regular Interest is based upon the Upper-Tier REMIC Loan Group 
I Rate or Upper-Tier REMIC Loan Group II Rate, as and if applicable, or the     
Upper-Tier REMIC WAC Rate, the excess, if any, of (i) the amount of interest    
such Class of Upper-Tier Regular Interest would otherwise be entitled to receive
on such Distribution Date had such Upper-Tier REMIC Regular Interest not been   
subject to the Upper-Tier REMIC Loan Group I Rate or Upper-Tier REMIC Loan Group
II Rate, as and if applicable, or the Upper-Tier REMIC WAC Rate, over (ii) the  
amount of interest payable on such Class of Certificates on such Distribution   
Date taking into account the Upper-Tier REMIC Loan Group I Rate or Upper-Tier   
REMIC Loan Group II Rate, as and if applicable, or the Upper-Tier REMIC WAC Rate
and (B) the Upper-Tier Carry Forward Amount for such Class of Certificates for  
all previous Distribution Dates not previously paid, together with interest     
thereon at a rate equal to the applicable Upper-Tier Interest Rate for such     
Class of Certificates for such Distribution Date, without giving effect to the  
Upper-Tier REMIC Loan Group I Rate or Upper-Tier REMIC Loan Group II Rate, as   
and if applicable, or the Upper-Tier REMIC WAC Rate.                            

            Upper-Tier Interest Rate: As described in the Preliminary Statement.

    Upper-Tier Regular Interest: As described in the Preliminary
Statement.                                                                      

    Upper-Tier REMIC: As described in the Preliminary Statement.

           Upper-Tier REMIC Loan Group I Rate: As described in the Preliminary
Statement.                                                                      

            Upper-Tier REMIC Loan Group II Rate: As described in the Preliminary
Statement.                                                                      

          Upper-Tier REMIC WAC Rate: For any Distribution Date, the weighted
average of the Lower-Tier Interest Rates on the Lower-Tier Regular Interests    
(other than the Class LT-IO and Class LT-3 Interests), as of the first day of   
the related Interest Accrual Period, weighted on the basis of the Lower-Tier    
Principal Amounts of such Lower-Tier Regular Interests as of the first day of   
the related Interest Accrual Period.                                            

     Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of           
determination, (a) 1% of all Voting Rights shall be allocated to the Class X    
Certificates, if any (such Voting Rights to be allocated among the holders of   
Certificates of each such Class in accordance with their respective Percentage  
Interests), (b) 1% of all Voting Rights shall be allocated to the Class P       
Certificates, if any, and (c) the remaining Voting Rights shall be allocated    
among Holders of the remaining Classes of Certificates in proportion to the     
Certificate Balances of their respective Certificates on such date.             

          WAC Cap: With respect to the Mortgage Loans as of 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 of the Adjusted Net Mortgage Interest Rates then in effect 
at the beginning of the related Due Period on the Mortgage Loans, and (B) Net   
Swap Receipts, if any, for that Distribution Date 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.    

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

     Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,   
assigns, sets over and otherwise conveys to the Trustee for the benefit of the  
Certificateholders, without recourse, all the right, title and interest of the  
Depositor in and to the Trust Fund, and the Trustee, on behalf of the Trust,    
hereby accepts the Trust Fund.                                                  

           (b) In connection with the transfer and assignment of each Mortgage
Loan, the Depositor has delivered or caused to be delivered to the Custodian for
the benefit of the Certificateholders the following documents or instruments    
with respect to each Mortgage Loan so assigned:                                 

     (i) the original Mortgage Note (except for up to 0.06% of the
   Mortgage Notes for which there is a lost note affidavit and the copy of
   the Mortgage Note), with all applicable riders, bearing all intervening
    endorsements showing a complete chain of endorsement from the originator
      to the last endorsee, endorsed "Pay to the order of _____________, without
     recourse" and signed in the name of the last endorsee. To the extent that
     there is no room on the face of any Mortgage Note for an endorsement, the
    endorsement may be contained on an allonge, unless state law does not so
   allow and the Trustee is advised by the applicable Original Loan Seller
      that state law does not so allow. If the Mortgage Loan was acquired by the
   applicable Original Loan Seller in a merger, the endorsement must be by
   "[last endorsee], successor by merger to [name of predecessor]". If the
     Mortgage Loan was acquired or originated by the last endorsee while doing
     business under another name, the endorsement must be by "[last endorsee],
formerly known as [previous name]";                                 

    (ii) the original Mortgage, with all applicable riders, with
   evidence of recording thereon. If in connection with any Mortgage Loan,
the applicable Original Loan Seller, cannot deliver or cause to be  
    delivered the original Mortgage with evidence of recording thereon on or
prior to the Closing Date because of a delay caused by the public   
      recording office where such Mortgage has been delivered for recordation or
because such Mortgage has been lost or because such public recording
  office retains the original recorded Mortgage, the applicable Original
     Loan Seller, (to the extent that it has not previously delivered the same
     to the Purchaser or the Custodian) shall deliver or cause to be delivered
    to the Custodian, a photocopy of such Mortgage, together with (i) in the
case of a delay caused by the public recording office, an officer's 
    certificate of (or certified by) the applicable Original Loan Seller (or
      certified by the title company, escrow agent, or closing attorney) stating
      that such Mortgage has been dispatched to the appropriate public recording
    office for recordation and that the original recorded Mortgage or a copy
   of such Mortgage certified by such public recording office to be a true
and complete copy of the original recorded Mortgage will be promptly
      delivered to the Custodian upon receipt thereof by the applicable Original
   Loan Seller; or (ii) in the case of a Mortgage where a public recording
office retains the original recorded Mortgage or in the case where a
      Mortgage is lost after recordation in a public recording office, a copy of
    such Mortgage certified by such public recording office to be a true and
complete copy of the original recorded Mortgage;                    

          (iii) the originals of all assumption, modification, consolidation
    or extension agreements, if any, with evidence of recording thereon or a
certified true copy of such agreement submitted for recording;      

           (iv) except with respect to each MERS Designated Mortgage Loan, the
    original Assignment of Mortgage for each Mortgage Loan endorsed in blank
and in recordable form;                                             

        (v) the originals of all intervening Assignments of Mortgage (if
any) evidencing a complete chain of assignment from the applicable  
      originator (or MERS with respect to each MERS Designated Mortgage Loan) to
the last endorsee with evidence of recording thereon, or if any such
      intervening assignment has not been returned from the applicable recording
  office or has been lost or if such public recording office retains the
   original recorded Assignments of Mortgage, the applicable Original Loan
      Seller (to the extent that it has not previously delivered the same to the
   Purchaser or the Trustee) shall deliver or cause to be delivered to the
    Custodian, a photocopy of such intervening assignment, together with (A)
      in the case of a delay caused by the public recording office, an officer's
    certificate of (or certified by) the applicable Original Loan Seller (or
      certified by the title company, escrow agent, or closing attorney) stating
   that such intervening Assignment of Mortgage has been dispatched to the
      appropriate public recording office for recordation and that such original
     recorded intervening Assignment of Mortgage or a copy of such intervening
Assignment of Mortgage certified by the appropriate public recording
      office to be a true and complete copy of the original recorded intervening
   assignment of mortgage will be promptly delivered to the Custodian upon
      receipt thereof by the applicable Original Loan Seller; or (B) in the case
    of an intervening assignment where a public recording office retains the
original recorded intervening assignment or in the case where an    
  intervening assignment is lost after recordation in a public recording
  office, a copy of such intervening assignment certified by such public
    recording office to be a true and complete copy of the original recorded
intervening assignment;                                             

       (vi) the original or duplicate of lender's title policy and all
riders thereto or, any one of an original title binder, an original 
preliminary title report or an original title commitment, or a copy 
thereof certified by the title company; and                         

           (vii) a security agreement, chattel mortgage or equivalent document
executed in connection with the Mortgage (if provided).             

          The Depositor shall use reasonable efforts to assist the Custodian
and the Servicer in enforcing the obligations of the Purchaser under the        
Representations and Warranties Agreement.                                       

        Each Mortgage Loan for which a Mortgage Note is missing shall be
evidenced by a lost note affidavit as of the Closing Date. In the event one or  
more lost note affidavits are provided to cover multiple missing Mortgage Notes 
on the Closing Date, the Depositor shall use reasonable efforts to cause the    
Purchaser to deliver to the Custodian the applicable individual lost note       
affidavits within ten (10) Business Days of the Closing Date. If the Purchaser  
fails to deliver the required individual lost note affidavits within the        
specified period of time, the Trustee shall notify the Purchaser to take such   
remedial actions, including, without limitation, the repurchase by the Purchaser
of any Conduit Mortgage Loan within 180 days of the Closing Date.               

            The Depositor shall use reasonable efforts to cause the Purchaser to
deliver to the Custodian the applicable recorded document promptly upon receipt 
from the respective recording office but in no event later than 180 days from   
the Closing Date.                                                               

            If any Mortgage has been recorded in the name of Mortgage Electronic
Registration System, Inc. ("MERS") or its designee, no Assignment of Mortgage in
favor of the Trustee will be required to be prepared or delivered and instead,  
the Servicer shall take all reasonable actions as are necessary at the expense  
of the Depositor to cause the Trust to be shown as the owner of the related     
Mortgage Loan on the records of MERS for the purpose of the system of recording 
transfers of beneficial ownership of mortgages maintained by MERS.              

            The Depositor shall use reasonable efforts to cause the Purchaser to
forward to the Custodian additional documents evidencing an assumption,         
modification, consolidation or extension of a Mortgage Loan approved by the     
applicable Original Loan Seller in accordance with the terms of the applicable  
Purchase Agreement. All such Mortgage Loan Documents held by the Custodian as to
each Mortgage Loan shall constitute the "Custodial File."                       

           On or prior to the Closing Date, the Depositor shall use reasonable
efforts to cause the Purchaser to deliver to the Custodian Assignments of       
Mortgages, in blank, for each Mortgage Loan (except with respect to each MERS   
Designated Mortgage Loan). The Depositor shall use reasonable efforts to cause  
the Purchaser to cause the Assignments of Mortgage with completed recording     
information to be provided to the Servicer in a reasonably acceptable manner. No
later than thirty (30) Business Days following the later of the Closing Date and
the date of receipt by the Depositor of the fully completed Assignments of      
Mortgages in recordable form, the Depositor shall promptly submit or cause to be
submitted for recording, at the expense of the Purchaser, at no expense to the  
Trust Fund, the Servicer, the Custodian, the Trustee or the Depositor in the    
appropriate public office for real property records, each Assignment of Mortgage
referred to in Section 2.01(b)(v). Notwithstanding the foregoing, however, for  
administrative convenience and facilitation of servicing and to reduce closing  
costs, the Assignments of Mortgage shall not be required to be completed and    
submitted for recording with respect to any Mortgage Loan (i) if the Trustee and
each Rating Agency has received an opinion of counsel (which opinion shall not  
be an expense of the Trustee, the Servicer or the Trust Fund), satisfactory in  
form and substance to the Trustee and each Rating Agency, to the effect that the
recordation of such Assignments of Mortgage in any specific jurisdiction is not 
necessary to protect the Trustee's interest in the related Mortgage Note or (ii)
if such Mortgage Loan is a MERS Designated Mortgage Loan. If the Assignment of  
Mortgage is to be recorded, the Depositor shall use reasonable efforts to cause 
the Purchaser to assign the Mortgage at the Purchaser's expense to "Deutsche    
Bank National Trust Company, as trustee under the Pooling and Servicing         
Agreement dated as of November 1, 2005, GSAMP Trust 2005-HE5." In the event that
any such assignment is lost or returned unrecorded because of a defect therein  
with respect to any Mortgage Loan, and such defect is not cured, the Trustee    
shall cause the Purchaser to repurchase such Mortgage Loan pursuant to the      
Representations and Warranties Agreement.                                       

           On or prior to the Closing Date, the Depositor shall deliver to the
Custodian and the Servicer a copy of the Data Tape Information in electronic,   
machine readable medium in a form mutually acceptable to the Depositor, the     
Custodian and the Trustee. Within ten (10) Business Days of the Closing Date,   
the Depositor shall deliver a copy of the complete Mortgage Loan Schedule to the
Custodian, the Trustee and the Servicer, and the Custodian shall promptly, upon 
receipt of the Mortgage Loan Schedule (or any other mortgage loan schedules     
received by the Custodian from the Depositor), inform the Depositor of receipt  
thereof.                                                                        

           In the event, with respect to any Mortgage Loan, that such original
or copy of any document submitted for recordation to the appropriate public     
recording office is not so delivered to the Custodian within 90 days following  
the applicable Original Purchase Date, and in the event that the Purchaser does 
not cause such failure to be cured within 60 days of discovery of receipt of    
written notification of such failure from the Depositor, the related Mortgage   
Loan shall, upon the request of the Depositor, be repurchased by the Purchaser  
pursuant to the Representations and Warranties Agreement, at the price and in   
the manner specified in the Representations and Warranties Agreement. The       
foregoing repurchase remedy shall not apply in the event that the Purchaser     
cannot deliver such original or copy of any document submitted for recordation  
to the appropriate public recording office within the specified period due to a 
delay caused by the recording office in the applicable jurisdiction; provided,  
that the Purchaser shall instead deliver a recording receipt of such recording  
office or, if such recording receipt is not available, an officer's certificate 
of an officer of the Purchaser confirming that such document has been accepted  
for recording.                                                                  

          Notwithstanding anything to the contrary contained in this Section
2.01, in those instances where the public recording office retains or loses the 
original Mortgage or assignment after it has been recorded, the obligations of  
the Purchaser shall be deemed to have been satisfied upon delivery by the       
Purchaser to the Custodian prior to the Closing Date of a copy of such Mortgage 
or assignment, as the case may be, certified (such certification to be an       
original thereof) by the public recording office to be a true and complete copy 
of the recorded original thereof.                                               

        (c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express  
trust (the "Trust") to be known, for convenience, as "GSAMP Trust 2005-HE5" and 
Deutsche Bank National Trust Company is hereby appointed as Trustee in          
accordance with the provisions of this Agreement.                               

           (d) The Trust shall have the capacity, power and authority, and the
Trustee on behalf of the Trust is hereby authorized, to accept the sale,        
transfer, assignment, set over and conveyance by the Depositor to the Trust of  
all the right, title and interest of the Depositor in and to the Trust Fund     
(including, without limitation, the Mortgage Loans, the Representations and     
Warranties Agreement and the Interest Rate Swap Agreement) pursuant to Section  
2.01(a). The parties hereby acknowledge and agree that the execution and        
delivery of the Interest Rate Swap Agreement by the Trustee on behalf of the    
Trust was authorized and is hereby ratified and confirmed.                      

        (e) It is agreed and understood by the Depositor and the Trustee
that it is the policy and intention of the Trust to acquire only Mortgage Loans 
meeting the requirements set forth in this Agreement, including without         
limitation, including the requirement that no Mortgage Loan be a High Cost      
Mortgage Loan and no Mortgage Loan originated on or after October 1, 2002       
through March 6, 2003 be governed by the Georgia Fair Lending Act.              

         Section 2.02 Acceptance by the Trustee of the Mortgage Loans. The
Trustee, on behalf of the Trust, hereby accepts the Trust Fund and assumes the  
obligations of the Depositor under the Representations and Warranties Agreement 
from and after the Closing Date and solely insofar as they relate to the        
Mortgage Loans. For avoidance of doubt, the parties acknowledge that all        
obligations so assumed are obligations of the Trust and, to the extent such     
obligations are payment or monetary obligations, are payable solely from the    
Trust Fund, and not of the Trustee in its individual capacity. The Custodian    
acknowledges receipt of the documents identified in the Initial Certification in
the form annexed hereto as Exhibit F, subject to any exceptions listed on the   
exception report attached thereto, and the Trustee declares that the Custodian, 
on the Trustee's behalf, holds and will hold such documents and the other       
documents delivered to the Custodian pursuant to Section 2.01, and that the     
Trustee holds or will hold such other assets as are included in the Trust Fund, 
in trust for the exclusive use and benefit of all present and future            
Certificateholders. The Custodian acknowledges that it will maintain possession 
of the related Mortgage Notes in the State of Texas, unless otherwise permitted 
by the Rating Agencies.                                                         

       Prior to and as a condition to the Closing, the Custodian shall
deliver via facsimile (with original to follow the next Business Day) to the    
Depositor, the Trustee and the Servicer an Initial Certification prior to the   
Closing Date, or as the Depositor agrees to, on the Closing Date, certifying    
receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan    
with any exceptions noted on the exception report attached thereto. The         
Custodian shall not be responsible to verify the validity, sufficiency or       
genuineness of any document in any Custodial File.                              

   On the Closing Date, the Custodian shall ascertain that all
documents required to be reviewed by it are in its possession, and shall deliver
to the Depositor, the Trustee and the Servicer an Initial Certification, in the 
form annexed hereto as Exhibit F, and shall deliver to the Depositor, the       
Trustee and the Servicer a Document Certification and Exception Report, in the  
form annexed hereto as Exhibit G, within 90 days (or with respect to any        
Substitute Mortgage Loan delivered to the Custodian, within 30 days after the   
receipt of the Mortgage File by the Custodian) after the Closing Date to the    
effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule      
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically    
identified in such certification as an exception and not covered by such        
certification): (i) all documents required to be reviewed by it are in its      
possession; (ii) such documents have been reviewed by it and appear regular on  
their face and relate to such Mortgage Loan; (iii) based on its examination and 
only as to the foregoing documents, the information set forth in items (1), (2) 
and (13) of the Mortgage Loan Schedule and items (1), (2) and (13) of the Data  
Tape Information respecting such Mortgage Loan is correct; and (iv) each        
Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement.  
The Custodian shall not be responsible to verify the validity, sufficiency or   
genuineness of any document in any Custodial File.                              

           The Custodian shall retain possession and custody of each Custodial
File in accordance with and subject to the terms and conditions set forth       
herein. The Servicer shall promptly deliver to the Custodian, upon the execution
or receipt thereof, the originals of such other documents or instruments        
constituting the Custodial File as come into the possession of the Servicer from
time to time.                                                                   

            The Depositor shall use reasonable efforts to cause the Purchaser to
deliver to the Servicer copies of all trailing documents required to be included
in the Custodial File at the same time the original or certified copies thereof 
are delivered to the Custodian, including but not limited to such documents as  
the title insurance policy and any other Mortgage Loan Documents upon return    
from the public recording office. The Depositor shall use reasonable efforts to 
cause the Purchaser to deliver, at the Purchaser's expense, to the Servicer and 
in no event shall the Servicer be responsible for any expenses relating to such 
delivery obligation.                                                            

     Section 2.03 Representations, Warranties and Covenants of the
Servicer and the Custodian (a) Litton hereby makes the representations and      
warranties set forth in Schedule II hereto to the Depositor and the Trustee as  
of the Closing Date. J.P. Morgan Trust Company hereby makes the representations 
and warranties set forth in Schedule III hereto to the Depositor, the Servicer  
and the Trustee as of the Closing Date.                                         

         (b) It is understood and agreed by the Servicer and the Custodian
that the representations and warranties set forth in this Section 2.03 shall    
survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and 
shall inure to the benefit of the Depositor and the Trustee notwithstanding any 
restrictive or qualified endorsement on any Mortgage Note or Assignment of      
Mortgage or the examination or failure to examine any Mortgage File. Upon       
discovery by any of the Depositor, the Trustee, the Custodian, or the Servicer  
of a breach of any of the foregoing representations and warranties, the party   
discovering such breach shall give prompt written notice to the others.         

           (c) In connection with any repurchase or substitution of a Mortgage
Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the           
Representations and Warranties Agreement, the Servicer shall, based on          
information provided by the Purchaser, amend the Mortgage Loan Schedule for the 
benefit of the Certificateholders to reflect the removal of such Deleted        
Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and 
the Servicer shall deliver the amended Mortgage Loan Schedule to the Custodian. 
The Servicer shall have no liability with respect to the information provided by
the Purchaser related to the Substitute Mortgage Loan. Upon any such repurchase 
or any substitution and the deposit to the Collection Account of any            
Substitution Adjustment Amount, the Custodian shall release the Mortgage File   
held for the benefit of the Certificateholders relating to such Deleted Mortgage
Loan to the Purchaser, the Depositor or the applicable Original Loan Seller, as 
applicable, and shall execute and deliver at the direction of the Purchaser, the
Depositor or the applicable Original Loan Seller, as applicable, such           
instruments of transfer or assignment prepared by the Purchaser, the Depositor  
or the applicable Original Loan Seller, as applicable, in each case without     
recourse, as shall be necessary to vest title in the Purchaser or its designee, 
the Depositor or the applicable Original Loan Seller, as applicable, or their   
respective designees, the Trustee's interest in any Deleted Mortgage Loan       
repurchased or substituted for as described above in this Section 2.03(c).      

           (d) For any month in which the Purchaser or the applicable Original
Loan Seller, as applicable, substitutes one or more Substitute Mortgage Loans   
for one or more Deleted Mortgage Loans, the Servicer will determine the amount  
(if any) by which the aggregate unpaid principal balance of all such Substitute 
Mortgage Loans as of the date of substitution is less than the aggregate Stated 
Principal Balance of all such Deleted Mortgage Loans (after application of the  
scheduled principal portion of the Scheduled Payments due in the Due Period of  
substitution). The Depositor shall use reasonable efforts to cause the          
Purchaser, the Depositor or the applicable Original Loan Seller, as applicable, 
to remit to the Servicer for deposit into the Collection Account on or before   
the next Remittance Date any Substitution Adjustment Amount.                    

         (e) In the event that a Mortgage Loan shall have been repurchased
pursuant to this Agreement or the Representations and Warranties Agreement, the 
Repurchase Price thereof shall be deposited in the Collection Account by the    
Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon
such deposit of the Repurchase Price, and receipt of a Request for Release in   
the form of Exhibit L hereto, the Custodian shall release the related Custodial 
File held for the benefit of the Certificateholders to such Person as directed  
by the Servicer, and the Custodian shall execute and deliver at such Person's   
direction such instruments of transfer or assignment prepared by such Person, in
each case without recourse, as shall be necessary to transfer title from the    
Trustee. It is understood and agreed that the obligation under this Agreement of
any Person to cure, repurchase or replace any Mortgage Loan as to which a breach
has occurred and is continuing together with satisfaction of any related        
indemnification obligations shall constitute the sole remedy against such       
Persons respecting such breach available to Certificateholders, the Depositor,  
the Servicer, the Custodian or the Trustee on their behalf.                     

        The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Custodial Files to the Custodian  
for the benefit of the Certificateholders.                                      

        Section 2.04 Execution and Delivery of Certificates. The Trustee
acknowledges the transfer and assignment to it of the Trust Fund and,           
concurrently with such transfer and assignment, has executed and delivered to or
upon the order of the Depositor, the Certificates in authorized Denominations   
evidencing directly or indirectly the entire ownership of the Trust Fund. The   
Trustee agrees to hold the Trust Fund and exercise the rights referred to above 
for the benefit of all present and future Holders of the Certificates.          

            Section 2.05 REMIC Matters. The Preliminary Statement sets forth the
designations for federal income tax purposes of all interests created hereby.   
The "Start-up Day" for purposes of the REMIC Provisions shall be the Closing    
Date. The "latest possible maturity date" is the Distribution Date in November  
2035, which is the Distribution Date in the month following the month in which  
the latest maturity date of any Mortgage Loan occurs. Amounts distributable to  
the Class X Certificates (prior to any reduction for any Basis Risk Payment or  
Swap Termination Payment), exclusive of any amounts received from the Swap      
Provider, shall be deemed paid from the Upper-Tier REMIC to the Class X REMIC in
respect of the Class UT-X Interest and then from the Class X REMIC in respect of
the Class X Interest to the Holders of the Class X Certificates prior to        
distribution of any Basis Risk Payments to the LIBOR Certificates or Swap       
Termination Payments to the Swap Provider.                                      

            For federal income tax purposes, any amount distributed on the LIBOR
Certificates on any Distribution Date in excess of the amount distributable on  
their Corresponding Class of Upper-Tier Regular Interest on such Distribution   
Date shall be treated as having been paid from the Excess Reserve Fund Account  
or the Supplemental Interest Trust, as applicable, and any amount distributable 
on such Corresponding Class of Upper-Tier Regular Interest on such Distribution 
Date in excess of the amount distributable on the Corresponding Class of LIBOR  
Certificates on such Distribution Date shall be treated as having been paid to  
the Supplemental Interest Trust, all pursuant to and as further provided in     
Section 8.13.                                                                   

         Section 2.06 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Trustee and the      
Servicer that as of the date of this Agreement or as of such date specifically  
provided herein:                                                                

           (a) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware;                   

         (b) The Depositor has the corporate power and authority to convey
the Mortgage Loans and to execute, deliver and perform, and to enter into and   
consummate the transactions contemplated by, this Agreement;                    

         (c) This Agreement has been duly and validly authorized, executed
and delivered by the Depositor, all requisite corporate action having been      
taken, and, assuming the due authorization, execution and delivery hereof by the
other parties hereto, constitutes or will constitute the legal, valid and       
binding agreement of the Depositor, enforceable against the Depositor in        
accordance with its terms, except as such enforcement may be limited by         
bankruptcy, insolvency, reorganization, moratorium or other similar laws        
relating to or affecting the rights of creditors generally, and by general      
equity principles (regardless of whether such enforcement is considered in a    
proceeding in equity or at law);                                                

           (d) No consent, approval, authorization or order of or registration
or filing with, or notice to, any governmental authority or court is required   
for the execution, delivery and performance of or compliance by the Depositor   
with this Agreement or the consummation by the Depositor of any of the          
transactions contemplated hereby, except as have been made on or prior to the   
Closing Date;                                                                   

     (e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the         
fulfillment of or compliance with the terms and conditions of this Agreement,   
(i) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an        
acceleration under (A) the charter or bylaws of the Depositor, or (B) of any    
term, condition or provision of any material indenture, deed of trust, contract 
or other agreement or instrument to which the Depositor or any of its           
subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii)
results or will result in a violation of any law, rule, regulation, order,      
judgment or decree applicable to the Depositor of any court or governmental     
authority having jurisdiction over the Depositor or its subsidiaries; or (iii)  
results in the creation or imposition of any lien, charge or encumbrance which  
would have a material adverse effect upon the Mortgage Loans or any documents or
instruments evidencing or securing the Mortgage Loans;                          

           (f) There are no actions, suits or proceedings before or against or
investigations of, the Depositor pending, or to the knowledge of the Depositor, 
threatened, before any court, administrative agency or other tribunal, and no   
notice of any such action, which, in the Depositor's reasonable judgment, might 
materially and adversely affect the performance by the Depositor of its         
obligations under this Agreement, or the validity or enforceability of this     
Agreement;                                                                      

        (g) The Depositor is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,   
municipal or governmental agency that may materially and adversely affect its   
performance hereunder; and                                                      

   (h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had good title to,  
and was the sole owner of each Mortgage Loan, free of any interest of any other 
Person, and the Depositor has transferred all right, title and interest in each 
Mortgage Loan to the Trustee. The transfer of each Mortgage Note and each       
Mortgage as and in the manner contemplated by this Agreement is sufficient      
either (i) fully to transfer to the Trustee, for the benefit of the             
Certificateholders, all right, title, and interest of the Depositor thereto as  
note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of   
the Certificateholders, the security interest referred to in Section 10.04.     

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.06 shall survive delivery of the          
respective Custodial Files to the Custodian and shall inure to the benefit of   
the Trustee.                                                                    

           Section 2.07 Enforcement of Obligations for Breach of Mortgage Loan
Representations. Upon discovery by any of the parties hereto of a breach of a   
representation or warranty made by the Purchaser pursuant to the Representations
and Warranties Agreement, the party discovering such breach shall give prompt   
written notice thereof to the other parties to this Agreement and the Purchaser.
The Trustee shall take such action, with the Depositor's consent, with respect  
to such breach under the Representations and Warranties Agreement as may be     
necessary or appropriate to enforce the rights of the Trust with respect        
thereto.                                                                        

ARTICLE III 

ADMINISTRATION AND SERVICING
 OF MORTGAGE LOANS

       Section 3.01 Servicer to Service Mortgage Loans. (a) For and on
behalf of the Certificateholders, the Servicer shall service and administer the 
Mortgage Loans in accordance with the terms of this Agreement and the respective
Mortgage Loans, to the extent consistent with such terms, in compliance with all
applicable federal, state and local laws, and in the same manner in which it    
services and administers similar mortgage loans for its own portfolio, giving   
due consideration to customary and usual standards of practice of mortgage      
lenders and loan servicers administering similar mortgage loans but without     
regard to:                                                                      

      (i) any relationship that the Servicer, any Subservicer or any
  Affiliate of the Servicer or any Subservicer may have with the related
Mortgagor;                                                          

     (ii) the ownership or non-ownership of any Certificate by the
Servicer or any Affiliate of the Servicer;                          

         (iii) the Servicer's obligation to make P&I Advances or Servicing
Advances; or                                                        

 (iv) the Servicer's or any Subservicer's right to receive
     compensation for its services hereunder or with respect to any particular
transaction.                                                        

            To the extent consistent with the foregoing, the Servicer shall seek
to maximize the timely and complete recovery of principal and interest on the   
Mortgage Notes. Subject only to the above described servicing standards and the 
terms of this Agreement and of the respective Mortgage Loans, the Servicer shall
have full power and authority, acting alone or through Subservicers as provided 
in Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.     
Without limiting the generality of the foregoing, the Servicer in its own name  
or in the name of the Trustee, solely in its capacity as Trustee for the Trust, 
or in the name of a Subservicer is hereby authorized and empowered by the       
Trustee when the Servicer believes it appropriate in its best judgment in       
accordance with the servicing standards set forth above, to execute and deliver 
any and all instruments of satisfaction or cancellation, or of partial or full  
release or discharge, and all other comparable instruments, with respect to the 
Mortgage Loans and the Mortgaged Properties and to institute foreclosure        
proceedings or obtain a deed in lieu of foreclosure so as to convert the        
ownership of such properties, and to hold or cause to be held title to such     
properties, on behalf of the Trustee and in the name of the Trust. The Servicer 
shall service and administer the Mortgage Loans in accordance with applicable   
state and federal law and shall provide to the Mortgagors any reports required  
to be provided to them thereby. The Servicer shall also comply in the           
performance of this Agreement with all reasonable rules and requirements of each
insurer under any standard hazard insurance policy. Subject to Section 3.16, the
Custodian and the Trustee shall execute, at the written request of the Servicer,
and furnish to the Servicer and any Subservicer such documents as are necessary 
or appropriate to enable the Servicer or any Subservicer to carry out their     
servicing and administrative duties hereunder, and the Custodian and the Trustee
hereby grant to the Servicer, and this Agreement shall constitute, a power of   
attorney to carry out such duties including a power of attorney to take title to
Mortgaged Properties after foreclosure on behalf of the Trustee and in the name 
of the Trust. The Trustee shall execute a separate power of attorney in the form
attached hereto as Exhibit R in favor of the Servicer for the purposes described
herein to the extent necessary or desirable to enable the Servicer to perform   
its duties hereunder. The Trustee shall not be liable for the actions of the    
Servicer or any Subservicers under such powers of attorney.                     

   (b) Subject to Section 3.09(b), in accordance with Accepted
Servicing Practices, the Servicer shall advance or cause to be advanced funds as
necessary for the purpose of effecting the timely payment of taxes and          
assessments on the Mortgaged Properties, which advances shall be Servicing      
Advances reimbursable in the first instance from related collections from the   
Mortgagors pursuant to Section 3.09(b), and further as provided in Section 3.11.
Any cost incurred by the Servicer or by Subservicers in effecting the timely    
payment of taxes and assessments on a Mortgaged Property shall not be added to  
the unpaid principal balance of the related Mortgage Loan, notwithstanding that 
the terms of such Mortgage Loan so permit.                                      

           (c) Notwithstanding anything in this Agreement to the contrary, the
Servicer may not make any future advances with respect to a Mortgage Loan       
(except as provided in Section 4.01) and the Servicer shall not (i) permit any  
modification with respect to any Mortgage Loan that would change the Mortgage   
Interest Rate, reduce or increase the principal balance (except for reductions  
resulting from actual payments of principal) or change the final maturity date  
on such Mortgage Loan (except for (A) a reduction of interest or principal      
payments resulting from the application of the Servicemembers Civil Relief Act  
or any similar state statutes or (B) as provided in Section 3.07(a), if the     
Mortgagor is in default with respect to the Mortgage Loan or such default is, in
the judgment of the Servicer, reasonably foreseeable) or (ii) permit any        
modification, waiver or amendment of any term of any Mortgage Loan that would   
both (A) effect an exchange or reissuance of such Mortgage Loan under Section   
1001 of the Code (or final, temporary or proposed Treasury regulations          
promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a   
REMIC under the Code or the imposition of any tax on "prohibited transactions"  
or "contributions after the start-up day" under the REMIC Provisions, or (iii)  
except as provided in Section 3.07(a), waive any Prepayment Premiums.           

     (d) The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.          

     Section 3.02 Subservicing Agreements between the Servicer and
Subservicers. (a) The Servicer may enter into subservicing agreements with      
subservicers (each, a "Subservicer"), for the servicing and administration of   
the Mortgage Loans ("Subservicing Agreements").                                 

            (b) Each Subservicer shall be (i) authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service  
are situated, if and to the extent required by applicable law to enable the     
Subservicer to perform its obligations hereunder and under the Subservicing     
Agreement, (ii) an institution approved as a mortgage loan originator by the    
Federal Housing Administration or an institution that has deposit accounts      
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage     
servicer. Each Subservicing Agreement must impose on the Subservicer            
requirements conforming to the provisions set forth in Section 3.08 and provide 
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Servicer will examine each Subservicing Agreement and will be familiar with 
the terms thereof. The terms of any Subservicing Agreement will not be          
inconsistent with any of the provisions of this Agreement. The Servicer and the 
respective Subservicers may enter into and make amendments to the Subservicing  
Agreements or enter into different forms of Subservicing Agreements; provided,  
however, that any such amendments or different forms shall be consistent with   
and not violate the provisions of this Agreement, and that no such amendment or 
different form shall be made or entered into which could be reasonably expected 
to be materially adverse to the interests of the Trustee, without the consent of
the Trustee. Any variation without the consent of the Trustee from the          
provisions set forth in Section 3.08 relating to insurance or priority          
requirements of Subservicing Accounts, or credits and charges to the            
Subservicing Accounts or the timing and amount of remittances by the            
Subservicers to the Servicer, are conclusively deemed to be inconsistent with   
this Agreement and therefore prohibited. The Servicer shall deliver to the      
Trustee and the Depositor copies of all Subservicing Agreements, and any        
amendments or modifications thereof, promptly upon the Servicer's execution and 
delivery of such instruments.                                                   

       (c) As part of its servicing activities hereunder, the Servicer
(except as otherwise provided in the last sentence of this paragraph), for the  
benefit of the Trustee, shall enforce the obligations of each Subservicer under 
the related Subservicing Agreement, including, without limitation, any          
obligation to make advances in respect of delinquent payments as required by a  
Subservicing Agreement. Such enforcement, including, without limitation, the    
legal prosecution of claims, termination of Subservicing Agreements, and the    
pursuit of other appropriate remedies, shall be in such form and carried out to 
such an extent and at such time as the Servicer, in its good faith business     
judgment, would require were it the owner of the related Mortgage Loans. The    
Servicer shall pay the costs of such enforcement at its own expense, and shall  
be reimbursed therefor only (i) from a general recovery resulting from such     
enforcement, to the extent, if any, that such recovery exceeds all amounts due  
in respect of the related Mortgage Loans or (ii) from a specific recovery of    
costs, expenses or attorneys' fees against the party against whom such          
enforcement is directed.                                                        

           Section 3.03 Successor Subservicers. The Servicer shall be entitled
to terminate any Subservicing Agreement and the rights and obligations of any   
Subservicer pursuant to any Subservicing Agreement in accordance with the terms 
and conditions of such Subservicing Agreement. In the event of termination of   
any Subservicer, all servicing obligations of such Subservicer shall be assumed 
simultaneously by the Servicer without any act or deed on the part of such      
Subservicer or the Servicer, and the Servicer either shall service directly the 
related Mortgage Loans or shall enter into a Subservicing Agreement with a      
successor Subservicer which qualifies under Section 3.02.                       

        Any Subservicing Agreement shall include the provision that such
agreement may be immediately terminated by the Depositor or the Trustee without 
fee, in accordance with the terms of this Agreement, in the event that the      
Servicer shall, for any reason, no longer be the Servicer (including termination
due to an Event of Default).                                                    

   Section 3.04 Liability of the Servicer. Notwithstanding any
Subservicing Agreement, any of the provisions of this Agreement relating to     
agreements or arrangements between the Servicer and a Subservicer or reference  
to actions taken through a Subservicer or otherwise, the Servicer shall remain  
obligated and primarily liable to the Trustee for the servicing and             
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such       
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering such Mortgage Loans. The    
Servicer shall be entitled to enter into any agreement with a Subservicer for   
indemnification of the Servicer by such Subservicer and nothing contained in    
this Agreement shall be deemed to limit or modify such indemnification.         

         Section 3.05 No Contractual Relationship between Subservicers and
the Trustee. Any Subservicing Agreement that may be entered into and any        
transactions or services relating to the Mortgage Loans involving a Subservicer 
in its capacity as such shall be deemed to be between the Subservicer and the   
Servicer alone, and the Trustee (or any successor to the Servicer) shall not be 
deemed a party thereto and shall have no claims, rights, obligations, duties or 
liabilities with respect to the Subservicer except as set forth in Section 3.06.
The Servicer shall be solely liable for all fees owed by it to any Subservicer, 
irrespective of whether the Servicer's compensation pursuant to this Agreement  
is sufficient to pay such fees.                                                 

            Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee. In the event the Servicer at any time shall for any reason no longer be
the Servicer (including by reason of the occurrence of an Event of Default), the
Trustee, or its designee, or the successor Servicer if the successor Servicer is
not the Trustee, shall, subject to the rights of the Servicing Rights Pledgee,  
thereupon assume all of the rights and obligations of the Servicer under each   
Subservicing Agreement that the Servicer may have entered into, with copies     
thereof provided to the Trustee prior to the Trustee assuming such rights and   
obligations, unless the Trustee elects to terminate any Subservicing Agreement  
in accordance with its terms as provided in Section 3.03.                       

        Upon such assumption, the Trustee, its designee or the successor
servicer shall be deemed, subject to Section 3.03, to have assumed all of the   
Servicer's interest therein and to have replaced the Servicer as a party to each
Subservicing Agreement to the same extent as if each Subservicing Agreement had 
been assigned to the assuming party, except that (i) the Servicer shall not     
thereby be relieved of any liability or obligations under any Subservicing      
Agreement that arose before it ceased to be the Servicer and (ii) none of the   
Depositor, the Trustee, their designees or any successor Servicer shall be      
deemed to have assumed any liability or obligation of the Servicer that arose   
before it ceased to be the Servicer.                                            

       The Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each        
Subservicing Agreement and the Mortgage Loans then being serviced and an        
accounting of amounts collected and held by or on behalf of it, and otherwise   
use its best efforts to effect the orderly and efficient transfer of the        
Subservicing Agreements to the assuming party.                                  

          Section 3.07 Collection of Certain Mortgage Loan Payments. (a) The
Servicer shall make reasonable efforts to collect all payments called for under 
the terms and provisions of the Mortgage Loans and shall, to the extent such    
procedures shall be consistent with this Agreement and the terms and provisions 
of any applicable Insurance Policies, follow such collection procedures as it   
would follow with respect to mortgage loans comparable to the Mortgage Loans and
held for its own account. Consistent with the foregoing and Accepted Servicing  
Practices, the Servicer may (i) waive any late payment charge or, if applicable,
any penalty interest, or (ii) extend the Due Dates for the Scheduled Payments   
due on a Mortgage Note for a period of not greater than 180 days; provided, that
any extension pursuant to clause (ii) above shall not affect the amortization   
schedule of any Mortgage Loan for purposes of any computation hereunder, except 
as provided below. In the event of any such arrangement pursuant to clause (ii) 
above, the Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.01 and in accordance with the amortization      
schedule of such Mortgage Loan without modification thereof by reason of such   
arrangements, subject to Section 4.01(d) pursuant to which the Servicer shall   
not be required to make any such advances that are Nonrecoverable P&I Advances. 
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of the Servicer, such default is reasonably foreseeable, the
Servicer, consistent with the standards set forth in Section 3.01, may also     
waive, modify or vary any term of such Mortgage Loan (including modifications   
that would change the Mortgage Interest Rate, forgive the payment of principal  
or interest, extend the final maturity date of such Mortgage Loan or waive, in  
whole or in part, a Prepayment Premium), accept payment from the related        
Mortgagor of an amount less than the Stated Principal Balance in final          
satisfaction of such Mortgage Loan, or consent to the postponement of strict    
compliance with any such term or otherwise grant indulgence to any Mortgagor    
(any and all such waivers, modifications, variances, forgiveness of principal or
interest, postponements, or indulgences collectively referred to herein as      
"Forbearance"); provided, however, that the final maturity date of any Mortgage 
Loan may not be extended beyond the Final Scheduled Distribution Date for the   
LIBOR Certificates. The Servicer's analysis supporting any Forbearance and the  
conclusion that any Forbearance meets the standards of Section 3.01 shall be    
reflected in writing in the applicable Servicing File. Notwithstanding the      
foregoing, the Servicer may waive, in whole or in part, a Prepayment Premium    
only under the following circumstances: (i) such waiver relates to a default or 
a reasonably foreseeable default and would, in the reasonable judgment of the   
Servicer, maximize recovery of total proceeds taking into account the value of  
such Prepayment Premium and the related Mortgage Loan, (ii) such Prepayment     
Premium is not permitted to be collected by applicable federal, state or local  
law or regulation, (iii) the collection of such Prepayment Premium would be     
considered "predatory" pursuant to written guidance published or issued by any  
applicable federal, state or local regulatory authority acting in its official  
capacity and having jurisdiction over such matters, (iv) the enforceability     
thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or   
other similar laws relating to creditor's rights generally or (2) due to        
acceleration in connection with a foreclosure or other involuntary payment or   
(v) if the Servicer has not been provided with information sufficient to enable 
it to collect the Prepayment Premium. If a Prepayment Premium is waived other   
than as permitted in this Section 3.07(a), then the Servicer is required to pay 
the amount of such waived Prepayment Premium, for the benefit of the Holders of 
the Class P Certificates, by depositing such amount into the Collection Account 
as soon as possible after the date of payoff, but in no event later than five   
(5) Business Days from such date.                                               

      (b) The Servicer shall give notice to the Trustee, each Rating
Agency and the Depositor of any proposed change of the location of the          
Collection Account within a reasonable period of time prior to any change       
thereof.                                                                        

  Section 3.08 Subservicing Accounts. In those cases where a
Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,  
the Subservicer will be required to establish and maintain one or more accounts 
(collectively, the "Subservicing Account"). The Subservicing Account shall be an
Eligible Account and shall otherwise be acceptable to the Servicer. The         
Subservicer shall deposit in the clearing account (which account must be an     
Eligible Account) in which it customarily deposits payments and collections on  
mortgage loans in connection with its mortgage loan servicing activities on a   
daily basis, and in no event more than one Business Day after the Subservicer's 
receipt thereof, all proceeds of Mortgage Loans received by the Subservicer less
its servicing compensation to the extent permitted by the Subservicing          
Agreement, and shall thereafter deposit such amounts in the Subservicing        
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account. The Subservicer shall thereafter deposit such        
proceeds in the Collection Account or remit such proceeds to the Servicer for   
deposit in the Collection Account not later than two Business Days after the    
deposit of such amounts in the Subservicing Account. For purposes of this       
Agreement, the Servicer shall be deemed to have received payments on the        
Mortgage Loans when the Subservicer receives such payments.                     

        Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) The Servicer shall ensure that each of the Mortgage Loans  
shall be covered by a paid-in-full, life-of-the-loan tax service contract in    
effect with respect to each First Lien Mortgage Loan (each, a "Tax Service      
Contract"); provided, that the applicable Original Loan Seller transferred a    
fully transferable Tax Service Contract to the Servicer at no expense to the    
Servicer. Each Tax Service Contract shall be assigned to the Trustee, or its    
designee, at the Servicer's expense in the event that the Servicer is terminated
as Servicer of the related Mortgage Loan.                                       

           (b) To the extent that the services described in this paragraph (b)
are not otherwise provided pursuant to the Tax Service Contracts described in   
paragraph (a) hereof, the Servicer undertakes to perform such functions. To the 
extent the related Mortgage Loan provides for Escrow Payments, the Servicer     
shall establish and maintain, or cause to be established and maintained, one or 
more accounts (the "Escrow Accounts"), which shall be Eligible Accounts. The    
Servicer shall deposit in the clearing account (which account must be an        
Eligible Account) in which it customarily deposits payments and collections on  
mortgage loans in connection with its mortgage loan servicing activities on a   
daily basis, and in no event more than one Business Day after the Servicer's    
receipt thereof, all collections from the Mortgagors (or related advances from  
Subservicers) for the payment of taxes, assessments, hazard insurance premiums  
and comparable items for the account of the Mortgagors ("Escrow Payments")      
collected on account of the Mortgage Loans and shall thereafter deposit such    
Escrow Payments in the Escrow Accounts, in no event more than two Business Days 
after the deposit of such funds in the clearing account, for the purpose of     
effecting the payment of any such items as required under the terms of this     
Agreement. Withdrawals of amounts from an Escrow Account may be made only to (i)
effect payment of taxes, assessments, hazard insurance premiums, and comparable 
items; (ii) reimburse the Servicer (or a Subservicer to the extent provided in  
the related Subservicing Agreement) out of related collections for any advances 
made pursuant to Section 3.01 (with respect to taxes and assessments) and       
Section 3.13 (with respect to hazard insurance); (iii) refund to Mortgagors any 
sums as may be determined to be overages; (iv) pay interest, if required and as 
described below, to Mortgagors on balances in the Escrow Account; (v) clear and 
terminate the Escrow Account at the termination of the Servicer's obligations   
and responsibilities in respect of the Mortgage Loans under this Agreement; or  
(vi) recover amounts deposited in error. As part of its servicing duties, the   
Servicer or Subservicers shall pay to the Mortgagors interest on funds in Escrow
Accounts, to the extent required by law and, to the extent that interest earned 
on funds in the Escrow Accounts is insufficient, to pay such interest from its  
or their own funds, without any reimbursement therefor. To the extent that a    
Mortgage does not provide for Escrow Payments, the Servicer shall determine     
whether any such payments are made by the Mortgagor in a manner and at a time   
that is necessary to avoid the loss of the Mortgaged Property due to a tax sale 
or the foreclosure as a result of a tax lien. If any such payment has not been  
made and the Servicer receives notice of a tax lien with respect to the Mortgage
Loan being imposed, the Servicer will, promptly and to the extent required to   
avoid loss of the Mortgaged Property, advance or cause to be advanced funds     
necessary to discharge such lien on the Mortgaged Property. The Servicer assumes
full responsibility for the payment of all such bills within such time and shall
effect payments of all such bills irrespective of the Mortgagor's faithful      
performance in the payment of same or the making of the Escrow Payments and     
shall make advances from its own funds to effect such payments; provided,       
however, that such advances are deemed to be Servicing Advances.                

          Section 3.10 Collection Account. (a) On behalf of the Trustee, the
Servicer shall establish and maintain, or cause to be established and           
maintained, one or more Eligible Accounts (such account or accounts, the        
"Collection Account"), held in trust for the benefit of the Trustee. Funds in   
the Collection Account shall not be commingled with any other funds of the      
Servicer. On behalf of the Trustee, the Servicer shall deposit or cause to be   
deposited in the clearing account (which account must be an Eligible Account) in
which it customarily deposits payments and collections on mortgage loans in     
connection with its mortgage loan servicing activities on a daily basis, and in 
no event more than one Business Day after the Servicer's receipt thereof, and   
shall thereafter deposit in the Collection Account, in no event more than two   
Business Days after the deposit of such funds into the clearing account, as and 
when received or as otherwise required hereunder, the following payments and    
collections received or made by it subsequent to the Cut-off Date (other than in
respect of principal or interest on the related Mortgage Loans due on or before 
the Cut-off Date), or payments (other than Principal Prepayments) received by it
on or prior to the Cut off Date but allocable to a Due Period subsequent        
thereto:                                                                        

     (i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;                                 

    (ii) all payments on account of interest (net of the related
Servicing Fee) on each Mortgage Loan;                               

      (iii) all Insurance Proceeds and Condemnation Proceeds (to the
  extent such Insurance Proceeds and Condemnation Proceeds are not to be
    applied to the restoration of the related Mortgaged Property or released
   to the related Mortgagor in accordance with the express requirements of
    law or in accordance with prudent and customary servicing practices) and
all Liquidation Proceeds;                                           

          (iv) any amounts required to be deposited pursuant to Section 3.12
in connection with any losses realized on Permitted Investments with
respect to funds held in the Collection Account;                    

            (v) any amounts required to be deposited by the Servicer pursuant to
    the second paragraph of Section 3.13(a) in respect of any blanket policy
deductibles;                                                        

          (vi) all proceeds of any Mortgage Loan repurchased or purchased in
      accordance with this Agreement and any Substitution Adjustment Amount; and

(vii) all Prepayment Premiums collected by the Servicer.

        The foregoing requirements for deposit in the Collection Account
shall be exclusive, it being understood and agreed that, without limiting the   
generality of the foregoing, payments in the nature of late payment charges, NSF
fees, reconveyance fees, assumption fees and other similar fees and charges need
not be deposited by the Servicer in the Collection Account and shall, upon      
collection, belong to the Servicer as additional compensation for its servicing 
activities. In the event the Servicer shall deposit in the Collection Account   
any amount not required to be deposited therein, it may at any time withdraw    
such amount from the Collection Account, any provision herein to the contrary   
notwithstanding.                                                                

        (b) Funds in the Collection Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The    
Servicer shall give notice to the Trustee and the Depositor of the location of  
the Collection Account maintained by it when established and prior to any change
thereof.                                                                        

     Section 3.11 Withdrawals from the Collection Account. (a) The
Servicer shall, from time to time, make withdrawals from the Collection Account 
for any of the following purposes or as described in Section 4.01:              

           (i) on or prior to the Remittance Date, to remit to the Trustee all
    Available Funds, the Trustee Fee and the Custodian Fee in respect of the
related Distribution Date together with all amounts representing    
   Prepayment Premiums from the Mortgage Loans received during the related
Prepayment Period;                                                  

        (ii) to reimburse the Servicer for P&I Advances, but only to the
   extent of amounts received which represent Late Collections (net of the
related Servicing Fees) of Scheduled Payments on Mortgage Loans with
respect to which such P&I Advances were made in accordance with the 
provisions of Section 4.01;                                         

   (iii) to pay the Servicer or any Subservicer (A) any unpaid
     Servicing Fees or (B) any unreimbursed Servicing Advances with respect to
each Mortgage Loan, but in each case only to the extent of any Late 
Collections, Liquidation Proceeds, Condemnation Proceeds, Insurance 
Proceeds or other amounts as may be collected by the Servicer from a
   Mortgagor, or otherwise received with respect to such Mortgage Loan (or
the related REO Property);                                          

          (iv) to pay to the Servicer as servicing compensation (in addition
   to the Servicing Fee) on the Remittance Date any interest or investment
income earned on funds deposited in the Collection Account;         

      (v) to pay the Purchaser or the Depositor, as applicable, with
 respect to each Mortgage Loan that has previously been repurchased or
replaced pursuant to this Agreement all amounts received thereon    
   subsequent to the date of purchase or substitution, as the case may be;

           (vi) to reimburse the Servicer for (A) any unreimbursed P&I Advance
     or Servicing Advance previously made which the Servicer has determined to
  be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in
  accordance with the provisions of Section 4.01, (B) any P&I Advance or
   Servicing Advance previously made with respect to a delinquent Mortgage
    Loan which Mortgage Loan has been modified by the Servicer in accordance
   with the terms of this Agreement; provided that the Servicer shall only
     reimburse itself for such P&I Advances and Servicing Advances at the time
   of such modification and shall reimburse itself after such modification
only as otherwise permitted under the other clauses of this Section 
     3.11(a), and (C) any outstanding P&I Advance or Servicing Advance made by
the Servicer from its own funds, from Amounts Held for Future       
      Distribution, provided, however, any funds so applied shall be replaced by
     the Servicer by deposit in the Collection Account no later than the close
of business on the related Remittance Date on which such funds are  
required to be distributed pursuant to Section 4.01(b);             

          (vii) to pay, or to reimburse the Servicer for advances in respect
  of, expenses incurred in connection with any Mortgage Loan pursuant to
Section 3.15;                                                       

          (viii) to reimburse the Servicer, the Depositor or the Trustee for
      expenses incurred by or reimbursable to the Servicer, the Depositor or the
  Trustee, as the case may be, pursuant to Section 6.03, Section 7.02 or
Section 8.05;                                                       

          (ix) to reimburse the Servicer or the Trustee, as the case may be,
      for expenses reasonably incurred in respect of the breach or defect giving
    rise to the repurchase obligation as described in Section 2.03 that were
included in the Repurchase Price of the Mortgage Loan, including any
    expenses arising out of the enforcement of the repurchase obligation, to
the extent not otherwise paid pursuant to the terms hereof;         

       (x) to invest funds in Permitted Investments in accordance with
Section 3.12;                                                       

           (xi) to withdraw any amounts deposited in the Collection Account in
error;                                                              

            (xii) to withdraw any amounts held in the Collection Account and not
      required to be remitted to the Trustee on the Remittance Date occurring in
      the month in which such amounts are deposited into the Collection Account,
to reimburse the Servicer for unreimbursed Advances; and            

 (xiii) to clear and terminate the Collection Account upon
termination of this Agreement.                                      

           To the extent that the Servicer does not timely make the remittance
referred to in clause (i) above, the Servicer shall pay the Trustee for the     
account of the Trustee interest on any amount not timely remitted at the prime  
rate, from and including the applicable Remittance Date to but excluding the    
date such remittance is actually made.                                          

          (b) The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any         
withdrawal from the Collection Account, to the extent held by or on behalf of   
it, pursuant to subclauses (a)(ii), (iii), (iv), (v), (vi), (vii), (viii) and   
(ix) above. The Servicer shall provide written notification to the Depositor, on
or prior to the next succeeding Remittance Date, upon making any withdrawals    
from the Collection Account pursuant to subclause (a)(vi) above.                

          Section 3.12 Investment of Funds in the Collection Account and the
Distribution Account. (a) The Servicer may invest the funds in the Collection   
Account. The Trustee may invest funds in the Distribution Account during the    
Trustee Float Period, and shall (except during the Trustee Float Period), invest
such funds in the Distribution Account at the direction of the Depositor. For   
purposes of this Section 3.12, each of the Collection Accounts and the          
Distribution Accounts are referred to as an "Investment Account") and all funds 
therein may be invested in one or more Permitted Investments bearing interest or
sold at a discount, and maturing, unless payable on demand, no later than the   
Business Day on which such funds are required to be withdrawn from such account 
pursuant to this Agreement (except for investments made at the Depositor's      
direction, which shall mature no later than the Business Day immediately        
preceding the date of required withdrawal). All such Permitted Investments shall
be held to maturity, unless payable on demand. Any investment of funds in an    
Investment Account shall be made in the name of the Trustee. The Trustee shall  
be entitled to sole possession (except with respect to investment direction of  
funds held in the related Account and any income and gain realized thereon in   
any Account other than the Distribution Account during the Trustee Float Period)
over each such investment, and any certificate or other instrument evidencing   
any such investment shall be delivered directly to the Trustee or its agent,    
together with any document of transfer necessary to transfer title to such      
investment to the Trustee. In the event amounts on deposit in an Investment     
Account are at any time invested in a Permitted Investment payable on demand,   
the Trustee may:                                                                

         (x)   consistent with any notice required to be given thereunder,
            demand that payment thereon be made on the last day such
             Permitted Investment may otherwise mature hereunder in an
              amount equal to the lesser of (1) all amounts then payable
                  thereunder and (2) the amount required to be withdrawn on such
date; and                                   

    (y)   demand payment of all amounts due thereunder that such
         Permitted Investment would not constitute a Permitted
               Investment in respect of funds thereafter on deposit in the
Investment Account.                         

     (b) All income and gain realized from the investment of funds
deposited in the Collection Account held by or on behalf of the Servicer, shall 
be for the benefit of the Servicer and shall be subject to its withdrawal in the
manner set forth in Section 3.11. The Servicer shall deposit in the Collection  
Account the amount of any loss of principal incurred in respect of any such     
Permitted Investment made with funds in such accounts immediately upon          
realization of such loss.                                                       

     (c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee, shall be for the     
benefit of the Depositor (except for any income or gain realized from the       
investment of funds on deposit in the Distribution Account during the Trustee   
Float Period, which shall be for the benefit of the Trustee). The Depositor     
shall deposit in the Distribution Account (except with respect to the Trustee   
Float Period, in which case the Trustee shall so deposit) the amount of any loss
of principal incurred in respect of any such Permitted Investment made with     
funds in such accounts immediately upon realization of such loss.               

            (d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted       
Investment, the Trustee shall take such action as may be appropriate to enforce 
such payment or performance, including the institution and prosecution of       
appropriate proceedings.                                                        

  (e) The Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic    
self-interest for (i) serving as investment adviser, administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to certain of the      
Permitted Investments, (ii) using Affiliates to effect transactions in certain  
Permitted Investments and (iii) effecting transactions in certain Permitted     
Investments.                                                                    

      (f) The Trustee shall not be liable for the amount of any loss
incurred with respect of any investment (except that during the Trustee Float   
Period, it will be responsible for reimbursing the Trust for such loss) or lack 
of investment of funds held in any Investment Account or the Distribution       
Account if made in accordance with Section 3.12(c).                             

          Section 3.13 Maintenance of Hazard Insurance, Errors and Omissions
and Fidelity Coverage. (a) The Servicer shall cause to be maintained for each   
Mortgage Loan standard hazard insurance on the related Mortgaged Property in an 
amount which is at least equal to the least of (i) the outstanding principal    
balance of such Mortgage Loan, (ii) 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 (iii) the maximum insurable value of the improvements
which are a part of such Mortgaged Property, in each case in an amount not less 
than such amount as is necessary to avoid the application of any coinsurance    
clause contained in the related hazard insurance policy. The Servicer shall also
cause to be maintained fire insurance with extended coverage on each REO        
Property in an amount which is at least equal to the lesser of (i) the maximum  
insurable value of the improvements which are a part of such property and (ii)  
the outstanding principal balance of the related Mortgage Loan at the time it   
became an REO Property, plus accrued interest at the Mortgage Interest Rate and 
related Servicing Advances. The Servicer will comply in the performance of this 
Agreement with all reasonable rules and requirements of each insurer under any  
such hazard policies. Any amounts to be collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the  
property subject to the related Mortgage or amounts to be released to the       
Mortgagor in accordance with the procedures that the Servicer would follow in   
servicing loans held for its own account, subject to the terms and conditions of
the related Mortgage and Mortgage Note) shall be deposited in the Collection    
Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred by   
the Servicer in maintaining any such insurance shall not, for the purpose of    
calculating distributions to the Trustee, be added to the unpaid principal      
balance of the related Mortgage Loan, notwithstanding that the terms of such    
Mortgage Loan so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor other than pursuant to  
such applicable laws and regulations as shall at any time be in force and as    
shall require such additional insurance. If the Mortgaged Property or REO       
Property is at any time in an area identified in the Federal Register by the    
Federal Emergency Management Agency as having special flood hazards and flood   
insurance has been made available, the Servicer will cause to be maintained a   
flood insurance policy in respect thereof. Such flood insurance shall be in an  
amount equal to the lesser of (i) the unpaid principal balance of the related   
Mortgage Loan and (ii) the maximum amount of such insurance available for the   
related Mortgaged Property under the national flood insurance program (assuming 
that the area in which such Mortgaged Property is located is participating in   
such program).                                                                  

          In the event that the Servicer shall obtain and maintain a blanket
policy with an insurer having a General Policy Rating of B:VI or better in      
Best's (or such other rating that is comparable to such rating) insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to  
have satisfied its obligations as set forth in the first two sentences of this  
Section 3.13, it being understood and agreed that such policy may contain a     
deductible clause, in which case the Servicer shall, in the event that there    
shall not have been maintained on the related Mortgaged Property or REO Property
a policy complying with the first two sentences of this Section 3.13, and there 
shall have been one or more losses which would have been covered by such policy,
deposit to the Collection Account from its own funds the amount not otherwise   
payable under the blanket policy because of such deductible clause. In          
connection with its activities as administrator and servicer of the Mortgage    
Loans, the Servicer agrees to prepare and present, on behalf of itself, the     
Trustee claims under any such blanket policy in a timely fashion in accordance  
with the terms of such policy.                                                  

    (b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for   
failure in the performance of the Servicer's obligations under this Agreement,  
which policy or policies shall be in such form and amount that would meet the   
requirements of Fannie Mae or Freddie Mac if it were the purchaser of the       
Mortgage Loans, unless the Servicer has obtained a waiver of such requirements  
from Fannie Mae or Freddie Mac. The Servicer shall also maintain a fidelity bond
in the form and amount that would meet the requirements of Fannie Mae or Freddie
Mac, unless the Servicer has obtained a waiver of such requirements from Fannie 
Mae or Freddie Mac. The Servicer shall provide the Trustee upon request with    
copies of any such insurance policies and fidelity bond. The Servicer shall be  
deemed to have complied with this provision if an Affiliate of the Servicer has 
such errors and omissions and fidelity bond coverage and, by the terms of such  
insurance policy or fidelity bond, the coverage afforded thereunder extends to  
the Servicer. Upon request from the Trustee, the Servicer shall cause to be     
delivered to the Trustee proof of coverage of the fidelity bond errors and      
omissions insurance policy and a statement from the surety and the insurer that 
that surety and insurer shall endeavor to notify the Trustee within 30 days     
prior to such fidelity bond's errors and omissions insurance policy's           
termination or material modification. The Servicer shall also cause each        
Subservicer to maintain a policy of insurance covering errors and omissions and 
a fidelity bond which would meet such requirements.                             

   Section 3.14 Enforcement of Due-on-Sale Clauses; Assumption
Agreements. The Servicer will, to the extent it has knowledge of any conveyance 
or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor    
remains or is to remain liable under the Mortgage Note and/or the Mortgage),    
exercise its rights to accelerate the maturity of such Mortgage Loan under the  
"due on sale" clause, if any, applicable thereto; provided, however, that the   
Servicer shall not be required to take such action if, in its sole business     
judgment, the Servicer believes it is not in the best interests of the Trust    
Fund and shall not exercise any such rights if prohibited by law from doing so. 
If the Servicer reasonably believes it is unable under applicable law to enforce
such "due on sale" clause or if any of the other conditions set forth in the    
proviso to the preceding sentence apply, the Servicer will enter into an        
assumption and modification agreement from or with the person to whom such      
property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note, the Servicer has the prior       
consent of the primary mortgage guaranty insurer, if any, and, to the extent    
permitted by applicable state law, the Mortgagor remains liable thereon. The    
Servicer is also authorized to enter into a substitution of liability agreement 
with such person, pursuant to which the original Mortgagor is released from     
liability and such person is substituted as the Mortgagor and becomes liable    
under the Mortgage Note; provided, that no such substitution shall be effective 
unless such person satisfies the underwriting criteria of the Servicer and has a
credit risk rating at least equal to that of the original Mortgagor. In         
connection with any assumption, modification or substitution, the Servicer shall
apply such underwriting standards and follow such practices and procedures as   
shall be normal and usual in its general mortgage servicing activities and as it
applies to other mortgage loans owned solely by it. The Servicer shall not take 
or enter into any assumption and modification agreement, however, unless (to the
extent practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance      
policy, or a new policy meeting the requirements of this Section is obtained.   
Any fee collected by the Servicer in respect of an assumption or substitution of
liability agreement will be retained by the Servicer as additional servicing    
compensation. In connection with any such assumption, no material term of the   
Mortgage Note (including but not limited to the related Mortgage Interest Rate  
and the amount of the Scheduled Payment) may be amended or modified, except as  
otherwise required pursuant to the terms thereof. The Servicer shall notify the 
Custodian that any such substitution, modification or assumption agreement has  
been completed by forwarding to the Custodian the executed original of such     
substitution or assumption agreement, which document shall be added to the      
related Mortgage File and shall, for all purposes, be considered a part of such 
Mortgage File to the same extent as all other documents and instruments         
constituting a part thereof.                                                    

         Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a   
Mortgage Loan by operation of law or by the terms of the Mortgage Note or any   
assumption which the Servicer may be restricted by law from preventing, for any 
reason whatsoever. For purposes of this Section 3.14, the term "assumption" is  
deemed to also include a sale (of the Mortgaged Property) subject to the        
Mortgage that is not accompanied by an assumption or substitution of liability  
agreement.                                                                      

            Section 3.15 Realization upon Defaulted Mortgage Loans. The Servicer
shall use its best efforts, consistent with Accepted Servicing Practices, to    
foreclose upon or otherwise comparably convert (which may include an acquisition
of REO Property) the ownership of properties securing such of the Mortgage Loans
as come into and continue in default and as to which no satisfactory            
arrangements can be made for collection of delinquent payments pursuant to      
Section 3.07, and which are not released from this Agreement pursuant to any    
other provision hereof. The Servicer shall use reasonable efforts to realize    
upon such defaulted Mortgage Loans in such manner as will maximize the receipt  
of principal and interest by the Trustee, taking into account, among other      
things, the timing of foreclosure proceedings; provided, however with respect to
any Second Lien Mortgage Loan, if, after such Mortgage Loan becomes 180 days or 
more delinquent, the Servicer determines that a significant net recovery is not 
possible through foreclosure, such Mortgage Loan may be charged off and the     
Mortgage Loan will be treated as a Liquidated Mortgage Loan giving rise to a    
Realized Loss. The foregoing is subject to the provisions that, in any case in  
which a Mortgaged Property shall have suffered damage from an uninsured cause,  
the Servicer shall not be required to expend its own funds toward the           
restoration of such property unless it shall determine in its sole discretion   
(i) that such restoration will increase the net proceeds of liquidation of the  
related Mortgage Loan to the Trustee, after reimbursement to itself for such    
expenses, and (ii) that such expenses will be recoverable by the Servicer       
through Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds from  
the related Mortgaged Property, as contemplated in Section 3.11. The Servicer   
shall be responsible for all other costs and expenses incurred by it in any such
proceedings; provided, however, that it shall be entitled to reimbursement      
thereof from the related property, as contemplated in Section 3.11. In          
circumstances where the 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 Second Lien Mortgage Loan as
bad debt.                                                                       

           In the event that the related First Lien Mortgage Loan is not being
serviced by the Servicer, the Servicer shall have no liability for any losses   
resulting from a foreclosure on a Second Lien Mortgage Loan in connection with  
the foreclosure on the related First Lien Mortgage Loan for which the related   
First Lien Mortgage Loan is not included in the Trust Fund where the Servicer   
did not receive notice or otherwise had no actual knowledge regarding such      
foreclosure on the related First Lien Mortgage Loan; provided, however, if the  
Servicer is either notified or has actual knowledge that any holder of a First  
Lien Mortgage Loan intends to accelerate the obligations secured by the First   
Lien Mortgage Loan, or that any such holder intends to declare a default under  
the mortgage or promissory note secured thereby, or has filed or intends to file
an election to have the related Mortgaged Property sold or foreclosed, the      
Servicer shall take, on behalf of the Trust, whatever actions are necessary to  
protect the interests of the Trust in accordance with Accepted Servicing        
Practices and the REMIC Provisions. The Servicer shall not be required to make a
Servicing Advance pursuant to Section 4.01 with respect thereto except to the   
extent that it determines in its reasonable good faith judgment that such       
advance would be recoverable from Liquidation Proceeds on the related Second    
Lien Mortgage Loan, that a significant net recovery is possible through         
foreclosure, and in no event in an amount that is greater than the then         
outstanding principal balance of the related Second Lien Mortgage Loan. The     
Servicer shall thereafter take such action as is reasonably necessary to recover
any amount so advanced and to otherwise reimburse itself as a Servicing Advance 
from the Collection Account pursuant to Section 3.11.                           

            The proceeds of any Liquidation Event or REO Disposition, as well as
any recovery resulting from a partial collection of Insurance Proceeds,         
Condemnation Proceeds or Liquidation Proceeds or any income from an REO         
Property, will be applied in the following order of priority: first, to         
reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
Advances, pursuant to Section 3.11 or 3.17; second, to accrued and unpaid       
interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage Interest 
Rate, to the date of the liquidation or REO Disposition, or to the Due Date     
prior to the Remittance Date on which such amounts are to be distributed if not 
in connection with a Liquidation Event or REO Disposition; third, to reimburse  
the Servicer for any related unreimbursed P&I Advances, pursuant to Section     
3.11; and fourth, as a recovery of principal of the Mortgage Loan. If the amount
of the recovery so allocated to interest is less than a full recovery thereof,  
that amount will be allocated as follows: first, to unpaid Servicing Fees; and  
second, as interest at the Mortgage Interest Rate (net of the Servicing Fee     
Rate). The portion of the recovery so allocated to unpaid Servicing Fees shall  
be reimbursed to the Servicer or any Subservicer pursuant to Section 3.11 or    
3.17. The portions of the recovery so allocated to interest at the Mortgage     
Interest Rate (net of the Servicing Fee Rate) and to principal of the Mortgage  
Loan shall be applied as follows: first, to reimburse the Servicer or any       
Subservicer for any related unreimbursed Servicing Advances in accordance with  
Section 3.11 or 3.17, and second, to the Trustee in accordance with the         
provisions of Section 4.02, subject to the last paragraph of Section 3.17 with  
respect to certain excess recoveries from an REO Disposition.                   

     Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Servicer has received actual notice of, or has actual knowledge of
the presence of, hazardous or toxic substances or wastes on the related         
Mortgaged Property, or if the Trustee otherwise requests, the Servicer shall    
cause an environmental inspection or review of such Mortgaged Property to be    
conducted by a qualified inspector. Upon completion of the inspection, the      
Servicer shall promptly provide the Trustee and the Depositor, with a written   
report of the environmental inspection.                                         

         After reviewing the environmental inspection report, the Servicer
shall determine consistent with Accepted Servicing Practices how to proceed with
respect to the Mortgaged Property. In the event (a) the environmental inspection
report indicates that the Mortgaged Property is contaminated by hazardous or    
toxic substances or wastes and (b) the Servicer determines, consistent with     
Accepted Servicing Practices, to proceed with foreclosure or acceptance of a    
deed in lieu of foreclosure, the 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   
the related Liquidation Proceeds, or if the Liquidation Proceeds are            
insufficient to fully reimburse the Servicer, the Servicer shall be entitled to 
be reimbursed from amounts in the Collection Account pursuant to Section 3.11.  
In the event the Servicer determines not to proceed with foreclosure or         
acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed   
from general collections for all Servicing Advances made with respect to the    
related Mortgaged Property from the Collection Account pursuant to Section 3.11.
The Trustee shall not be responsible for any determination made by the Servicer 
pursuant to this paragraph or otherwise.                                        

            Section 3.16 Release of Mortgage Files. (a) Upon the payment in full
of any Mortgage Loan, or the receipt by the Servicer of a notification that     
payment in full shall be escrowed in a manner customary for such purposes, the  
Servicer will, within five (5) Business Days of the payment in full, notify the 
Custodian by a certification (which certification shall include a statement to  
the effect that all amounts received or to be received in connection with such  
payment which are required to be deposited in the Collection Account pursuant to
Section 3.10 have been or will be so deposited) of a Servicing Officer and shall
request delivery to it of the Custodial File by completing a Request for Release
in the form of Exhibit L hereto to the Custodian. Upon receipt of such          
certification and Request for Release, the Custodian shall promptly release the 
related Custodial File to the Servicer within three (3) Business Days. No       
expenses incurred in connection with any instrument of satisfaction or deed of  
reconveyance shall be chargeable to the Collection Account.                     

     (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under 
any Insurance Policy relating to the Mortgage Loans, the Custodian shall, upon  
request of the Servicer and delivery to the Custodian, of a Request for Release,
release the related Custodial File to the Servicer, and the Trustee shall, at   
the direction of the Servicer, execute such documents as shall be necessary to  
the prosecution of any such proceedings and the Servicer shall retain the       
Mortgage File in trust for the benefit of the Trustee. Such Request for Release 
shall obligate the Servicer to return each and every document previously        
requested from the Custodial File to the Custodian when the need therefor by the
Servicer no longer exists, unless the Mortgage Loan has been liquidated and the 
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the   
Collection Account or the Mortgage File or such document has been delivered to  
an attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non judicially, and  
the Servicer has delivered to the Custodian a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File 
or such document was delivered and the purpose or purposes of such delivery.    
Upon receipt of a certificate of a Servicing Officer stating that such Mortgage 
Loan was liquidated and that all amounts received or to be received in          
connection with such liquidation that are required to be deposited into the     
Collection Account have been so deposited, or that such Mortgage Loan has become
an REO Property, a copy of the Request for Release shall be released by the     
Custodian to the Servicer or its designee. Upon receipt of a Request for Release
under this Section 3.16, the Custodian shall deliver the related Custodial File 
to the requesting Servicer by regular mail, unless the Servicer requests that   
the Custodian deliver such Custodial File to the Servicer by overnight courier  
(in which case such delivery shall be at the Servicer's expense); provided,     
however, that in the event the Servicer has not previously received copies of   
the relevant Mortgage Loan Documents necessary to service the related Mortgage  
Loan in accordance with Accepted Servicing Practices, the Depositor shall use   
reasonable efforts to cause the Purchaser to reimburse the Servicer for any     
overnight courier charges incurred for the requested Custodial Files.           

            Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Servicer copies of any court pleadings, requests for 
trustee's sale or other documents reasonably necessary to the foreclosure or    
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to 
obtain a deficiency judgment, or to enforce any other remedies or rights        
provided by the Mortgage Note or Mortgage or otherwise available at law or in   
equity, or shall exercise and deliver to the Servicer a power of attorney       
sufficient to authorize the Servicer to execute such documents on its behalf.   
Each such certification shall include a request that such pleadings or documents
be executed by the Trustee and a statement as to the reason such documents or   
pleadings are required and that the execution and delivery thereof by the       
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or        
trustee's sale.                                                                 

         Section 3.17 Title, Conservation and Disposition of REO Property.
(a) This Section shall apply only to REO Properties acquired for the account of 
the Trustee and shall not apply to any REO Property relating to a Mortgage Loan 
which was purchased or repurchased from the Trustee pursuant to any provision   
hereof. In the event that title to any such REO Property is acquired, the       
Servicer shall cause the deed or certificate of sale to be issued in the name of
the Trustee, on behalf of the Certificateholders, or the Trustee's nominee.     

         (b) The Servicer shall manage, conserve, protect and operate each
REO Property for the Trustee solely for the purpose of its prompt disposition   
and sale. The Servicer, either itself or through an agent selected by the       
Servicer, shall manage, conserve, protect and operate the REO Property in the   
same manner that it manages, conserves, protects and operates other foreclosed  
property for its own account, and in the same manner that similar property in   
the same locality as the REO Property is managed. The Servicer shall attempt to 
sell the same (and may temporarily rent the same for a period not greater than  
one year, except as otherwise provided below) on such terms and conditions as   
the Servicer deems to be in the best interest of the Trustee. The Servicer shall
notify the Trustee from time to time as to the status of each REO Property.     

         (c) The Servicer shall use its best efforts to dispose of the REO
Property as soon as possible (subject to the Trustee's right to veto any        
proposed sale of REO Property) and shall sell such REO Property in any event    
within three years after title has been taken to such REO Property, unless the  
Servicer determines, and gives an appropriate notice to the Trustee to such     
effect, that a longer period is necessary for the orderly liquidation of such   
REO Property. If a period longer than three years is permitted under the        
foregoing sentence and is necessary to sell any REO Property, the Servicer shall
report monthly to the Trustee as to the progress being made in selling such REO 
Property. Notwithstanding its veto rights, the Trustee has no obligation with   
respect to REO Dispositions.                                                    

         (d) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall deposit such funds in the       
Collection Account.                                                             

           (e) The Servicer shall deposit net of reimbursement to the Servicer
for any related outstanding Servicing Advances and unpaid Servicing Fees        
provided in Section 3.11, or cause to be deposited, on a daily basis in the     
Collection Account all revenues received with respect to the related REO        
Property and shall withdraw therefrom funds necessary for the proper operation, 
management and maintenance of the REO Property.                                 

       (f) The Servicer, upon an REO Disposition, shall be entitled to
reimbursement for any related unreimbursed Servicing Advances as well as any    
unpaid Servicing Fees from proceeds received in connection with the REO         
Disposition, as further provided in Section 3.11.                               

           (g) Any net proceeds from an REO Disposition which are in excess of
the unpaid principal balance of the related Mortgage Loan plus all unpaid REO   
Imputed Interest thereon through the date of the REO Disposition shall be       
retained by the Servicer as additional servicing compensation.                  

           (h) The Servicer shall use its reasonable best efforts, to sell, or
cause the Subservicer to sell, any REO Property as soon as possible, but in no  
event later than the conclusion of the third calendar year beginning after the  
year of its acquisition by the REMIC unless (i) the Servicer applies for an     
extension of such period from the Internal Revenue Service pursuant to the REMIC
Provisions and Code Section 856(e)(3), in which event such REO Property shall be
sold within the applicable extension period, or (ii) the Servicer obtains for   
the Trustee an Opinion of Counsel, addressed to the Depositor, the Trustee and  
the Servicer, to the effect that the holding by the Pooling-Tier REMIC-1 of such
REO Property subsequent to such period will not result in the imposition of     
taxes on "prohibited transactions" as defined in Section 860F of the Code or    
cause any Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions  
or comparable provisions of relevant state laws at any time. The Servicer shall 
manage, conserve, protect and operate each REO Property serviced by the Servicer
for the Trustee solely for the purpose of its prompt disposition and sale in a  
manner which does not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) or result in the receipt by  
the Pooling-Tier REMIC-1 of any "income from non-permitted assets" within the   
meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure
property" which is subject to taxation under Section 860G(a)(1) of the Code.    
Pursuant to its efforts to sell such REO Property, the Servicer shall either    
itself or through an agent selected by the Servicer protect and conserve such   
REO Property in the same manner and to such extent as is customary in the       
locality where such REO Property is located and may, incident to its            
conservation and protection of the interests of the Trustee on behalf of the    
Certificateholders, rent the same, or any part thereof, as the Servicer deems to
be in the best interest of the Trustee on behalf of the Certificateholders for  
the period prior to the sale of such REO Property; provided, however, that any  
rent received or accrued with respect to such REO Property qualifies as "rents  
from real property" as defined in Section 856(d) of the Code.                   

      Section 3.18 Notification of Adjustments. With respect to each
Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest  
Rate on the related Adjustment Date and shall adjust the Scheduled Payment on   
the related mortgage payment adjustment date, if applicable, in compliance with 
the requirements of applicable law and the related Mortgage and Mortgage Note.  
In the event that an Index becomes unavailable or otherwise unpublished, the    
Servicer shall select a comparable alternative index over which it has no direct
control and which is readily verifiable. The Servicer shall execute and deliver 
any and all necessary notices required under applicable law and the terms of the
related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and     
Scheduled Payment adjustments. The Servicer shall promptly, upon written request
therefor, deliver to the Trustee such notifications and any additional          
applicable data regarding such adjustments and the methods used to calculate and
implement such adjustments. Upon the discovery by the Servicer or the receipt of
notice from the Trustee that the Servicer has failed to adjust a Mortgage       
Interest Rate or Scheduled Payment in accordance with the terms of the related  
Mortgage Note, the Servicer shall deposit in the Collection Account from its own
funds the amount of any interest loss caused as such interest loss occurs.      

    Section 3.19 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall provide, or cause the          
Subservicer to provide, to the Depositor, the Trustee, the OTS or the FDIC and  
the examiners and supervisory agents thereof access to the documentation        
regarding the Mortgage Loans in its possession required by applicable           
regulations of the OTS. Such access shall be afforded without charge, but only  
upon reasonable and prior written request and during normal business hours at   
the offices of the Servicer, the Depositor, the Trustee or any Subservicer.     
Nothing in this Section shall derogate from the obligation of any such party to 
observe any applicable law prohibiting disclosure of information regarding the  
Mortgagors and the failure of any such party to provide access as provided in   
this Section as a result of such obligation shall not constitute a breach of    
this Section.                                                                   

      Section 3.20 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. The Servicer shall account fully to the    
Trustee for any funds received by the Servicer or which otherwise are collected 
by the Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance     
Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected
or held by, or under the control of, the Servicer in respect of any Mortgage    
Loans, whether from the collection of principal and interest payments or from   
Liquidation Proceeds, including, but not limited to, any funds on deposit in the
Collection Account, shall be held by the Servicer for and on behalf of the      
Trustee and shall be and remain the sole and exclusive property of the Trustee, 
subject to the applicable provisions of this Agreement. The Servicer also agrees
that it shall not create, incur or subject any Mortgage File or any funds that  
are deposited in the Collection Account, the Distribution Account or any Escrow 
Account, or any funds that otherwise are or may become due or payable to the    
Trustee for the benefit of the Certificateholders, to any claim, lien, security 
interest, judgment, levy, writ of attachment or other encumbrance, or assert by 
legal action or otherwise any claim or right of setoff against any Mortgage File
or any funds collected on, or in connection with, a Mortgage Loan, except,      
however, that the Servicer shall be entitled to set off against and deduct from 
any such funds any amounts that are properly due and payable to the Servicer    
under this Agreement.                                                           

        Section 3.21 Servicing Compensation. (a) As compensation for its
activities hereunder, the Servicer shall, with respect to each Mortgage Loan, be
entitled to retain from deposits to the Collection Account and from Liquidation 
Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage
Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of 
such amounts retained by any Subservicer). In addition, the Servicer shall be   
entitled to recover unpaid Servicing Fees out of related Late Collections to the
extent permitted in Section 3.11. The right to receive the Servicing Fee may not
be transferred in whole or in part except as provided in Section 6.06 or in     
connection with the transfer of all of the Servicer's responsibilities and      
obligations under this Agreement; provided, however, that the Servicer may pay  
from the Servicing Fee any amounts due to a Subservicer pursuant to a           
Subservicing Agreement entered into under Section 3.02.                         

          (b) Additional servicing compensation in the form of assumption or
modification fees, late payment charges, NSF fees, reconveyance fees and other  
similar fees and charges (other than Prepayment Premiums) shall be retained by  
the Servicer only to the extent such fees or charges are received by the        
Servicer. The Servicer shall also be entitled pursuant to Section 3.09(b)(vi)   
and Section 3.11(a)(iv) to withdraw from the Collection Account, as additional  
servicing compensation, interest or other income earned on deposits therein.    

          (c) The Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of  
premiums for any blanket policy insuring against hazard losses pursuant to      
Section 3.13, servicing compensation of the Subservicer to the extent not       
retained by it and the fees and expenses of independent accountants and any     
agents appointed by the Servicer), and shall not be entitled to reimbursement   
therefor except as specifically provided in Section 3.11.                       

         Section 3.22 Annual Statement as to Compliance. The Servicer will
deliver or cause to be delivered to the Depositor, the Rating Agencies and the  
Trustee on or before March 15th of each calendar year, commencing in 2006, an   
Officer's Certificate stating, as to each signatory thereof, that (i) a review  
of the activities of the Servicer during the preceding calendar year and of     
performance under this Agreement or a similar agreement has been made under such
officers' supervision, and (ii) to the best of such officers' knowledge, based  
on such review, the Servicer has fulfilled all of its obligations under this    
Agreement throughout such year, or, if there has been a default in the          
fulfillment of any such obligation, specifying each such default known to such  
officers and the nature and status thereof. Promptly after receipt of such      
Officer's Certificate, the Depositor shall review such Officer's Certificate    
and, if applicable, consult with the Servicer as to the nature of any defaults  
by the Servicer in the fulfillment of any of the Servicer's obligations. The    
obligations of the Servicer under this Section apply to the Servicer that       
serviced during the applicable period, whether or not the Servicer is acting as 
the Servicer at the time such Officer's Certificate is required to be delivered.

     Section 3.23 Annual Independent Public Accountants' Servicing
Statement; Financial Statements. Not later than March 15th of each calendar year
commencing in 2006, the Servicer, at its expense, shall cause a nationally      
recognized firm of independent certified public accountants to furnish to the   
Depositor, the Rating Agencies and the Trustee a report stating that (i) it has 
obtained a letter of representation regarding certain matters from the          
management of the Servicer which includes an assertion that the Servicer has    
complied with certain minimum residential mortgage loan servicing standards,    
identified in the Uniform Single Attestation Program for Mortgage Bankers       
established by the Mortgage Bankers Association of America, with respect to the 
servicing of residential mortgage loans during the most recently completed      
calendar year and (ii) on the basis of an examination conducted by such firm in 
accordance with standards established by the American Institute of Certified    
Public Accountants, such representation is fairly stated in all material        
respects, subject to such exceptions and other qualifications that may be       
appropriate. In rendering its report such firm may rely, as to matters relating 
to the direct servicing of residential mortgage loans by Subservicers, upon     
comparable reports of firms of independent certified public accountants rendered
on the basis of examinations conducted in accordance with the same standards    
(rendered within one year of such report) with respect to those Subservicers.   
Promptly after receipt of such report, the Depositor shall review such report   
and, if applicable, consult with the Servicer as to the nature of any defaults  
by the Servicer in the fulfillment of any of the Servicer's obligations. The    
obligations of the Servicer under this Section apply to the Servicer that       
serviced during the applicable period, whether or not the Servicer is acting as 
the Servicer at the time such report is required to be delivered.               

          Section 3.24 Trustee to Act as Servicer. (a) In the event that the
Servicer shall for any reason no longer be the Servicer hereunder (including by 
reason of an Event of Default), the Trustee or its successor, subject to the    
rights of the Servicing Rights Pledgee (if any) under Sections 6.06 and 7.02,   
shall thereupon assume all of the rights and obligations of the Servicer        
hereunder arising thereafter (except that the Trustee shall not be (i) liable   
for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or  
omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances
if it is prohibited from doing so by applicable law, (iii) obligated to         
effectuate repurchases or substitutions of Mortgage Loans hereunder, including  
but not limited to repurchases or substitutions pursuant to Section 2.03, (iv)  
responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed 
to have made any representations and warranties of the Servicer hereunder). Any 
such assumption shall be subject to Sections 6.06 and 7.02.                     

           (b) Every Subservicing Agreement entered into by the Servicer shall
contain a provision giving the successor Servicer the option to terminate such  
agreement in the event a successor Servicer is appointed.                       

          (c) If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee (or any other        
successor Servicer) may, at its option, succeed to any rights and obligations of
the Servicer under any Subservicing Agreement in accordance with the terms      
thereof; provided, that the Trustee (or any other successor Servicer) shall not 
incur any liability or have any obligations in its capacity as successor        
Servicer under a Subservicing Agreement arising prior to the date of such       
succession unless it expressly elects to succeed to the rights and obligations  
of the Servicer thereunder; and the Servicer shall not thereby be relieved of   
any liability or obligations under the Subservicing Agreement arising prior to  
the date of such succession.                                                    

       (d) The Servicer shall, upon request of the Trustee, but at the
expense of the Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement (if any) and the Mortgage Loans then    
being serviced thereunder and an accounting of amounts collected and held by it 
and otherwise use its best efforts to effect the orderly and efficient transfer 
of the Subservicing Agreement to the assuming party.                            

           Section 3.25 Compensating Interest. The Servicer shall remit to the
Trustee on each Remittance Date an amount from its own funds equal to           
Compensating Interest payable by the Servicer for such Remittance Date.         

       Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act. (a) With
respect to each Mortgage Loan, the Servicer shall fully furnish, in accordance  
with the Fair Credit Reporting Act and its implementing regulations, accurate   
and complete information (e.g., favorable and unfavorable) on the related       
Mortgagor credit files to Equifax, Experian and TransUnion Credit Information   
Company (three of the national credit repositories), on a monthly basis.        

        (b) The Servicer shall comply with all provisions of the Privacy
Laws relating to the Mortgage Loans, the related borrowers and any "nonpublic   
personal information" (as defined in the Privacy Laws) received by the Servicer 
incidental to the performance of its obligations under this Agreement,          
including, maintaining adequate information security procedures to protect such 
nonpublic personal information and providing all privacy notices required by the
Privacy Laws.                                                                   

           Section 3.27 Excess Reserve Fund Account; Distribution Account. (a)
The Trustee shall establish and maintain the Excess Reserve Fund Account, on    
behalf of the Class X Certificateholders, to receive that portion of the        
distributions on the Class X Interest up to an amount equal to any Basis Risk   
Payments and to pay to the LIBOR Certificateholders any Basis Risk Carry Forward
Amounts (prior to using any Net Swap Receipts). For the avoidance of doubt, any 
Basis Risk Carry Forward Amounts shall be paid to the LIBOR Certificates first  
from the Excess Reserve Fund Account and then from the Supplemental Interest    
Trust.                                                                          

          On each Distribution Date on which there exists a Basis Risk Carry
Forward Amount on any Class of LIBOR Certificates, the Trustee shall (1)        
withdraw from the Distribution Account and deposit in the Excess Reserve Fund   
Account, as set forth in Section 4.02(a)(iii)(K), the lesser of the Class X     
Distributable Amount (to the extent remaining after the distributions specified 
in Sections 4.02(a)(iii)(A)-(J) and without regard to the reduction in clause   
(iii) of the definition thereof for any Basis Risk Payment or Defaulted Swap    
Termination Payment) and the aggregate Basis Risk Carry Forward Amount and (2)  
withdraw from the Excess Reserve Fund Account amounts necessary to pay to such  
Class or Classes of LIBOR Certificates the applicable Basis Risk Carry Forward  
Amounts. Such payments, along with payments from the Supplemental Interest      
Trust, shall be allocated to those Classes based upon the amount of Basis Risk  
Carry Forward Amount owed to each such Class and shall be paid in the priority  
set forth in Section 4.02(a)(iii)(L). In the event that the Class Certificate   
Balance of any Class of Certificates is reduced because of Applied Realized Loss
Amounts, the applicable Certificateholders will not be entitled to receive Basis
Risk Carry Forward Amounts on the written down amounts on such Distribution Date
or any future Distribution Dates (except to the extent such Class Certificate   
Balance is increased as a result of any Subsequent Recoveries), even if funds   
are otherwise available for distribution.                                       

           The Trustee shall account for the Excess Reserve Fund Account as an
asset of a grantor trust under subpart E, Part I of subchapter J of the Code and
not as an asset of any Trust REMIC created pursuant to this Agreement. The      
beneficial owners of the Excess Reserve Fund Account are the Class X            
Certificateholders.                                                             

          Any Basis Risk Carry Forward Amounts distributed by the Trustee to
the LIBOR Certificateholders from the Excess Reserve Fund Account shall be      
accounted for by the Trustee, for federal income tax purposes, as amounts paid  
first to the Holders of the Class X Certificates (in respect of the Class X     
Interest) and then to the respective Class or Classes of LIBOR Certificates. In 
addition, the Trustee shall account for the rights of Holders of each Class of  
LIBOR Certificates to receive payments of Basis Risk Carry Forward Amounts from 
the Excess Reserve Fund Account (along with payments of Basis Risk Carry Forward
Amounts and without duplication, Upper-Tier Carry Forward Amounts from the      
Supplemental Interest Trust) as rights in a separate limited recourse interest  
rate cap contract written by the Class X Certificateholders in favor of Holders 
of each such Class.                                                             

      Notwithstanding any provision contained in this Agreement, the
Trustee shall not be required to make any payments from the Excess Reserve Fund 
Account except as expressly set forth in this Section 3.27(a).                  

     (b) The Trustee shall establish and maintain the Distribution
Account on behalf of the Certificateholders. The Trustee shall, promptly upon   
receipt on the Business Day received, deposit in the Distribution Account and   
retain therein the following:                                                   

        (i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11;                                           

     (ii) any amount deposited by the Servicer pursuant to Section
3.12(b) in connection with any losses on Permitted Investments;     

            (iii) any amounts remitted by the Servicer to the Trustee in respect
of Compensating Interest pursuant to Section 3.25; and              

           (iv) any other amounts deposited hereunder which are required to be
deposited in the Distribution Account.                              

          In the event that the Servicer shall remit any amount not required
to be remitted, the Servicer may at any time direct the Trustee in writing to   
withdraw such amount from the Distribution Account, any provision herein to the 
contrary notwithstanding. Such direction may be accomplished by delivering      
notice to the Trustee, which describes the amounts deposited in error in the    
Distribution Account. All funds deposited in the Distribution Account shall be  
held by the Trustee in trust for the Certificateholders until disbursed in      
accordance with this Agreement or withdrawn in accordance with Section 4.02.    

           (c) In order to comply with its duties under the USA Patriot Act of
2001, the Trustee shall obtain and verify certain information and documentation 
from the other parties to this Agreement including, but not limited to, each    
such party's name, address, and other identifying information.                  

            Section 3.28 Optional Purchase of Delinquent Mortgage Loans. Each of
the Depositor and the Servicer, in each case in its sole discretion, shall have 
the option, but shall not be obligated, to purchase any 90+ Delinquent Mortgage 
Loans from the Trust Fund. During the first ten (10) days after a Mortgage Loan 
becomes a 90+ Delinquent Mortgage Loan, the Depositor shall have the exclusive  
option to purchase such 90+ Delinquent Mortgage Loan. The purchase price for any
such Mortgage Loan shall be 100% of the unpaid principal balance of such        
Mortgage Loan plus accrued and unpaid interest on the related Mortgage Loan at  
the applicable Mortgage Interest Rate, plus the amount of any unreimbursed      
Servicing Advances made by the Servicer. Upon receipt of such purchase price,   
the Servicer shall provide to the Trustee a Request for Release and the Trustee 
shall promptly release to the Depositor or the Servicer, as applicable, the     
Mortgage File relating to the Mortgage Loan being repurchased.                  

ARTICLE IV

 DISTRIBUTIONS AND
ADVANCES BY THE SERVICER

           Section 4.01 Advances. (a) The amount of P&I Advances to be made by
the Servicer for any Remittance Date shall equal, subject to Section 4.01(c),   
the sum of (i) the aggregate amount of Scheduled Payments (with each interest   
portion thereof net of the related Servicing Fee), due during the Due Period    
immediately preceding such Remittance Date in respect of the Mortgage Loans,    
which Scheduled Payments were not received as of the close of business on the   
related Determination Date, (ii) with respect to Second Lien Mortgage Loans for 
which Scheduled Payments were not received as of the close of business on the   
related Determination Date, the interest portion of the aggregate amount of     
Scheduled Payments (net of the related Servicing Fee), due during the Due Period
immediately preceding such Remittance Date, (iii) with respect to each REO      
Property, which REO Property was acquired during or prior to the related        
Prepayment Period and as to which such REO Property an REO Disposition did not  
occur during the related Prepayment Period, an amount equal to the REO Imputed  
Interest that would have been due on the related Due Date in respect of the     
related Mortgage Loans and (iv) Mortgage Loan that required a balloon payment on
its final Due Date and for any Schedule Payment on or after such final Due Date 
a payment equal to the assumed monthly payment that would have been due on the  
related Due Date based upon the original principal amortization schedule for    
such balloon mortgage loan.                                                     

           (b) On the Remittance Date, the Servicer shall remit in immediately
available funds to the Trustee for deposit in the Distribution Account an amount
equal to the aggregate amount of P&I Advances, if any, to be made in respect of 
the Mortgage Loans and REO Properties for the related Remittance Date either (i)
from its own funds or (ii) from the Collection Account, to the extent of funds  
held therein for future distribution (in which case, it will cause to be made an
appropriate entry in the records of the Collection Account that Amounts Held for
Future Distribution have been, as permitted by this Section 4.01, used by the   
Servicer in discharge of any such P&I Advance) or (iii) in the form of any      
combination of (i) and (ii) aggregating the total amount of P&I Advances to be  
made by the Servicer with respect to the Mortgage Loans and REO Properties. Any 
Amounts Held for Future Distribution and so used shall be appropriately         
reflected in the Servicer's records and replaced by the Servicer by deposit in  
the Collection Account on or before any future Remittance Date to the extent    
required. In addition, the Servicer shall have the right to reimburse itself for
any outstanding P&I Advance and Servicing Advance made by it from its own funds 
from Amounts Held For Future Distribution. Any funds so applied and transferred 
pursuant to the previous sentence shall be replaced by the Servicer by deposit  
in the Collection Account no later than the close of business on the related    
Remittance Date on which such funds are required to be distributed pursuant to  
this Agreement. The Servicer may reimburse itself from the Collection Account   
for unreimbursed P&I Advances and Servicing Advances made in connection with the
modification of a Mortgage Loan.                                                

       (c) The obligation of the Servicer to make such P&I Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to 
(d) below, and, with respect to any Mortgage Loan or REO Property, shall        
continue until a Final Recovery Determination in connection therewith or the    
removal thereof from coverage under this Agreement, except as otherwise provided
in this Section 4.01.                                                           

           (d) Notwithstanding anything herein to the contrary, no P&I Advance
or Servicing Advance shall be required to be made hereunder by the Servicer if  
such P&I Advance or Servicing Advance would, if made, constitute a              
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The             
determination by the Servicer that it has made a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing  
Advance, if made, would constitute a Nonrecoverable P&I Advance or a            
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an        
Officer's Certificate of the Servicer delivered to the Trustee. In addition, the
Servicer shall not be required to make any P&I Advances on Mortgage Loans       
subject to bankruptcy proceedings or for any Relief Act Interest Shortfalls.    

      (e) Except as otherwise provided herein, the Servicer shall be
entitled to reimbursement pursuant to Section 3.11 for Servicing Advances from  
recoveries from the related Mortgagor or from all Liquidation Proceeds and other
payments or recoveries (including Insurance Proceeds and Condemnation Proceeds) 
with respect to the related Mortgage Loan.                                      

         Section 4.02 Priorities of Distribution. (a) On each Distribution
Date, the Trustee shall make the disbursements and transfers from amounts then  
on deposit in the Distribution Account in the following order of priority and to
the extent of the Available Funds remaining:                                    

         (i) to the Supplemental Interest Trust and to the holders of each
Class of LIBOR Certificates 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;

             (B) concurrently, (1) from the Interest Remittance Amount
related to the Group I Mortgage Loans, to the Class A-1 
           Certificates, the related Accrued Certificate Interest Distribution
           Amounts and Unpaid Interest Amounts for the Class A-1 Certificates;
       (2) from the Interest Remittance Amount related to the Group II
           Mortgage Loans, pro rata (based on the Accrued Certificate Interest
         Distribution Amounts and Unpaid Interest Amounts 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 Distribution
           Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B,
         Class A-2C and Class A-2D Certificates; (3) provided, that if the
           Interest Remittance Amount for either Loan Group is insufficient to
        make the related payments set forth clause (1) or (2) above, any
   Interest Remittance Amount relating to the other Loan Group
           remaining after payment of the related Accrued Certificate Interest
          Distribution Amounts 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
Distribution Amount for such Class;                     

              (D) from any remaining Interest Remittance Amounts, to the
Class M-2 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class;                     

              (E) from any remaining Interest Remittance Amounts, to the
Class M-3 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class;                     

              (F) from any remaining Interest Remittance Amounts, to the
Class M-4 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class;                     

              (G) from any remaining Interest Remittance Amounts, to the
Class M-5 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class;                     

              (H) from any remaining Interest Remittance Amounts, to the
Class M-6 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class;                     

              (I) from any remaining Interest Remittance Amounts, to the
Class M-7 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class;                     

              (J) from any remaining Interest Remittance Amounts, to the
Class M-8 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class;                     

              (K) from any remaining Interest Remittance Amounts, to the
Class B-1 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class; and                 

              (L) from any remaining Interest Remittance Amounts, to the
Class B-2 Certificates, the Accrued Certificate Interest
Distribution Amount for such 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, allocated pro rata, until their respective Class
            Certificate Balances have been reduced to zero; and (y) to the Class
        A Certificates, allocated as described in Section 4.02(c), until
        their respective Class Certificate Balances are reduced to zero;

             (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 and 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) the lesser of (x) the Principal Distribution Amount and
    (y) the Class A Principal Distribution Amount to the Class A
            Certificates, allocated as described in Section 4.02(c), until their
  respective Class Certificate Balances are reduced to zero;

         (b) 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, to the Class M-1 Certificates until
 their Class Certificate Balance has been reduced to zero;

         (c) 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, to the Class M-2 Certificates until
 their Class Certificate Balance has been reduced to zero;

         (d) 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, to the Class M-3 Certificates until
 their Class Certificate Balance has been reduced to zero;

         (e) 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, to the Class M-4 Certificates until
 their Class Certificate Balance has been reduced to zero;

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

         (g) 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, to the Class M-6 Certificates until
 their Class Certificate Balance has been reduced to zero;

         (h) 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, to the Class M-7 Certificates until
 their Class Certificate Balance has been reduced to zero;

         (i) 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, to the Class M-8 Certificates until
 their Class Certificate Balance has been reduced to zero;

         (j) 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, to the Class B-1 Certificates until
     their Class Certificate Balance has been reduced to zero; and

         (k) 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, 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, to the Class B-2 Certificates until
 their Class Certificate Balance has been reduced to zero;

     (iii) any amount remaining after the distributions in clauses
    4.02(a)(i) and (ii) above shall be distributed in the following order of
priority:                                                           

         (A) to the Class M-1 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (B) to the Class M-2 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (C) to the Class M-3 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (D) to the Class M-4 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (E) to the Class M-5 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (F) to the Class M-6 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (G) to the Class M-7 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (H) to the Class M-8 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (I) to the Class B-1 Certificates, any Unpaid Interest Amount for
such Class;                                                         

         (J) to the Class B-2 Certificates, any Unpaid Interest Amount for
such Class;                                                         

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

         (L) from funds on deposit in the Excess Reserve Fund Account with
      respect to such Distribution Date, an amount equal to any Basis Risk Carry
Forward Amount with respect to the LIBOR Certificates for such      
   Distribution Date to such Classes in the same order and priority as set
forth in Section 4.02(a)(i), 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;                                           

     (N) to the Class X Certificates, the remainder of the Class X
Distributable Amount not distributed pursuant to Sections           
4.02(a)(iii)(A)-(M);                                                

           (O) to the Class R-2 Certificates, any remaining amount, in respect
of Pooling-Tier REMIC-1;                                            

           (P) to the Class R-1 Certificates, any remaining amount, in respect
   of Pooling-Tier REMIC-2, the Lower-Tier REMIC and the Upper-Tier REMIC;
and                                                                 

           (Q) to the Class R-3 Certificates, any remaining amount, in respect
    of the Class M-8 REMIC, the Class B-1 REMIC, the Class B-2 REMIC and the
Class X REMIC.                                                      

          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.                     

          (b) On each Distribution Date, all amounts representing Prepayment
Premiums from the Mortgage Loans received during the related Prepayment Period  
shall be distributed by the Trustee to the holders of the Class P Certificates. 

(c) All principal distributions allocated to the Class A
Certificates on any Distribution Date shall be allocated among the Class A-1    
Certificate Group and the Class A-2 Certificate Group based on the Class A      
Principal Allocation Percentage for the Class A-1 Certificate Group and the     
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, shall be distributed to the Class A Certificates of the     
other Class A Certificate Group remaining Outstanding, in accordance with the   
principal distribution allocations set forth in this Section 4.02(c), until     
their respective Class Certificate Balances have been reduced to zero. Any      
distributions of principal to the Class A-1 Certificate Group shall be made     
first from Available Funds relating to the Group I Mortgage Loans. Any          
distributions of principal to the Class A-2 Certificate Group shall be made     
first from Available Funds relating to the Group II Mortgage Loans.             

          Any 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 allocation of principal to the Class A
Certificates described in the preceding paragraphs, from and after the          
Distribution Date on which the aggregate 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 Certificate Principal Balances.                       

            (d) On any Distribution Date, any Relief Act Interest Shortfalls and
Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated
by the Trustee, pro rata, as a reduction of the Accrued Certificate Interest    
Distribution Amount for the Class A, Class M and Class B Certificates, based on 
the amount of interest to which such Classes would otherwise be entitled on such
Distribution Date.                                                              

            Section 4.03 Monthly Statements to Certificateholders. (a) Not later
than each Distribution Date, the Trustee shall make available to each           
Certificateholder, the Servicer, the Depositor and each Rating Agency a         
statement setting forth with respect to the related distribution:               

 (i) the amount thereof allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and   
Liquidation Proceeds included therein;                              

          (ii) the amount thereof allocable to interest, any Unpaid Interest
   Amounts included in such distribution and any remaining Unpaid Interest
  Amounts after giving effect to such distribution, any Basis Risk Carry
      Forward Amount for such Distribution Date and the amount of all Basis Risk
     Carry Forward Amounts covered by withdrawals from the Excess Reserve Fund
Account on such Distribution Date;                                  

 (iii) if the distribution to the Holders of such Class of
    Certificates is less than the full amount that would be distributable to
      such Holders if there were sufficient funds available therefor, the amount
of the shortfall and the allocation thereof as between principal and
  interest, including any Basis Risk Carry Forward Amount not covered by
amounts in the Excess Reserve Fund Account;                         

        (iv) the Class Certificate Balance of each Class of Certificates
     after giving effect to the distribution of principal on such Distribution
Date;                                                               

            (v) the Pool Stated Principal Balance for the following Distribution
Date;                                                               

        (vi) the amount of the Servicing Fees paid to or retained by the
Servicer or Subservicer (with respect to the Subservicers, in the   
aggregate) with respect to such Distribution Date;                  

            (vii) the Pass-Through Rate for each such Class of Certificates with
respect to such Distribution Date;                                  

          (viii) the amount of Advances included in the distribution on such
  Distribution Date and the aggregate amount of Advances reported by the
    Servicer as outstanding as of the close of business on the Determination
Date immediately preceding such Distribution Date;                  

       (ix) the number and aggregate outstanding principal balances of
    Mortgage Loans (1) as to which the Scheduled Payment is delinquent 31 to
60 days, 61 to 90 days and 91 or more days, (2) that have become REO
    Property, (3) that are in foreclosure and (4) that are in bankruptcy, in
 each case as of the close of business on the last Business Day of the
immediately preceding month;                                        

         (x) for each of the preceding 12 calendar months, or all calendar
   months since the related Cut-off Date, whichever is less, the aggregate
dollar amount of the Scheduled Payments (A) due on all Outstanding  
Mortgage Loans on each of the Due Dates in each such month and (B)  
   delinquent 60 days or more on each of the Due Dates in each such month;

          (xi) with respect to all Mortgage Loans that became REO Properties
      during the preceding calendar month, the aggregate number of such Mortgage
      Loans and the aggregate Stated Principal Balance of such Mortgage Loans as
of the close of business on the Determination Date preceding such   
Distribution Date and the date of acquisition thereof;              

          (xii) the total number and principal balance of any REO Properties
(and market value, if available) as of the close of business on the 
Determination Date preceding such Distribution Date;                

     (xiii) whether a Trigger Event has occurred and is continuing
(including the calculation of thereof and the aggregate outstanding 
balance of all 60+ Day Delinquent Mortgage Loans);                  

          (xiv) the amount of any Basis Risk Carry Forward Amounts paid from
      the Excess Reserve Fund Account or the Supplemental Interest Trust and the
     amount of any Upper-Tier Carry Forward Amounts paid from the Supplemental
Interest Trust;                                                     

     (xv) in the aggregate and for each Class of Certificates, the
 aggregate amount of Applied Realized Loss Amounts incurred during the
preceding calendar month and aggregate Applied Realized Loss Amounts
through such Distribution Date;                                     

    (xvi) the amount of any Net Monthly Excess Cash Flow on such
  Distribution Date and the allocation thereof to the Certificateholders
      with respect to Applied Realized Loss Amounts and Unpaid Interest Amounts;

(xvii) the Overcollateralized Amount and Specified      
Overcollateralized Amount;                                          

   (xviii) the amount distributed on the Class P Certificates;

(xix) the Cumulative Realized Loss Percentage;          

(xx) the amount distributed on the Class X Certificates;

           (xxi) the amount of any Subsequent Recoveries for such Distribution
Date;                                                               

           (xxii) the amount of any Net Swap Payments, Net Swap Receipts, Swap
Termination Payments or Defaulted Swap Termination Payments; and    

(xxiii) the calculations of LIBOR and Swap LIBOR.       

          (b) The Trustee's responsibility for providing the above statement
to the Certificateholders, each Rating Agency, the Servicer and the Depositor is
limited to the availability, timeliness and accuracy of the information derived 
from the Servicer. The Trustee will provide the above statement 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. A paper copy
of the above statement will also be made available upon request.                

          (c) Upon request, within a reasonable period of time after the end
of each calendar year, the Trustee shall cause to be furnished to each Person   
who at any time during the calendar year was a Certificateholder, a statement   
containing the information set forth in clauses (a)(i) and (a)(ii) of this      
Section 4.03 aggregated for such calendar year or applicable portion thereof    
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially         
comparable information shall be provided by the Trustee pursuant to any         
requirements of the Code as from time to time in effect.                        

            (d) Not later than the Reporting Date, the Servicer shall furnish to
the Trustee a monthly remittance advice statement (in a format mutually agreed  
upon by the Servicer and the Trustee) containing such information as shall be   
reasonably requested by the Trustee to provide the reports required by Section  
4.03(a) as to the accompanying remittance and the period ending on the close of 
business on the last Business Day of the immediately preceding month (the       
"Servicer Remittance Report").                                                  

    The Servicer shall furnish to the Trustee an individual loan
accounting report, as of the last Business Day of each month, to document       
Mortgage Loan payment activity on an individual Mortgage Loan basis. With       
respect to each month, the corresponding individual loan accounting report (in  
electronic format) shall be received by the Trustee no later than the Reporting 
Date, which report shall contain the following:                                 

      (i) with respect to each Scheduled Payment, the amount of such
    remittance allocable to principal (including a separate breakdown of any
Principal Prepayment, including the date of such prepayment, and any
      Prepayment Premiums, along with a detailed report of interest on Principal
Prepayment amounts remitted in accordance with Section 3.25);       

       (ii) with respect to each Scheduled Payment, the amount of such
remittance allocable to interest;                                   

           (iii) the amount of servicing compensation received by the Servicer
during the prior distribution period;                               

         (iv) the individual and aggregate Stated Principal Balance of the
Mortgage Loans;                                                     

           (v) the aggregate of any expenses reimbursed to the Servicer during
the prior distribution period pursuant to Section 3.11;             

       (vi) the number and aggregate outstanding principal balances of
      Mortgage Loans (a) delinquent (1) 31 to 60 days, (2) 61 to 90 days, or (3)
     91 days or more; (b) as to which foreclosure has commenced; and (c) as to
which REO Property has been acquired;                               

           (vii) each Mortgage Loan which has been altered, modified or varied
    during such month, and the reason for such modification (i.e., extension
of maturity date, Mortgage Interest Rate);                          

           (viii) with respect to each Liquidated Mortgage Loan, the amount of
any Realized Losses for such Mortgage Loan; and                     

        (ix) any other information reasonably required by the Trustee to
      enable it to prepare the Monthly Statement referred to in Section 4.03(a).

            Section 4.04 Certain Matters Relating to the Determination of LIBOR.
LIBOR shall be calculated by the Trustee in accordance with the definition of   
"LIBOR." Until all of the LIBOR Certificates are paid in full, the Trustee will 
at all times retain at least four Reference Banks for the purpose of determining
LIBOR with respect to each LIBOR Determination Date. The Trustee initially shall
designate the Reference Banks (after consultation with the Depositor). Each     
"Reference Bank" shall be a leading bank engaged in transactions in Eurodollar  
deposits in the international Eurocurrency market, shall not control, be        
controlled by, or be under common control with, the Trustee and shall have an   
established place of business in London. If any such Reference Bank should be   
unwilling or unable to act as such or if the Trustee should terminate its       
appointment as Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank (after consultation with the Depositor). The   
Trustee shall have no liability or responsibility to any Person for (i) the     
selection of any Reference Bank for purposes of determining LIBOR or (ii) any   
inability to retain at least four Reference Banks which is caused by            
circumstances beyond its reasonable control.                                    

           The Pass-Through Rate for each Class of LIBOR Certificates for each
Interest Accrual Period shall be determined by the Trustee on each LIBOR        
Determination Date so long as the LIBOR Certificates are Outstanding on the     
basis of LIBOR and the respective formulae appearing in footnotes corresponding 
to the LIBOR Certificates in the table relating to the Certificates in the      
Preliminary Statement. The Trustee shall not have any liability or              
responsibility to any Person for its inability, following a good-faith          
reasonable effort, to obtain quotations from the Reference Banks or to determine
the arithmetic mean referred to in the definition of LIBOR, all as provided for 
in this Section 4.04 and the definition of LIBOR. The establishment of LIBOR and
each Pass-Through Rate for the LIBOR Certificates by the Trustee shall (in the  
absence of manifest error) be final, conclusive and binding upon each Holder of 
a Certificate and the Trustee.                                                  

     Section 4.05 Allocation of Applied Realized Loss Amounts. Any
Applied Realized Loss Amounts shall be allocated by the Trustee to the most     
junior Class of Subordinated Certificates then Outstanding in reduction of the  
Class Certificate Balance thereof. In the event Applied Realized Loss Amounts   
are allocated to any Class of LIBOR Certificates, their Class Certificate       
Balances shall be reduced by the amount so allocated, and no funds will be      
distributable with respect to the written down amounts (including without       
limitation Basis Risk Carry Forward Amounts) or with respect to interest 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, the Class Certificate Balance of each Class of Subordinated          
Certificates that has been 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 applicable Class of Subordinated Certificates).                             

          Section 4.06 Supplemental Interest Trust. On the Closing Date, the
Trustee shall establish and maintain in its name, a separate non-interest       
bearing trust account for the benefit of the holders of the LIBOR Certificates  
(the "Supplemental Interest Trust") as a part of the Trust Fund. The            
Supplemental Interest Trust shall be an Eligible Account, and funds on deposit  
therein shall be held separate and apart from, and shall not be commingled with,
any other moneys, including, without limitation, other moneys of the Trustee    
held pursuant to this Agreement.                                                

     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 the Supplemental Interest Trust. Funds in the       
Supplemental Interest Trust will be distributed in the following order of       
priority:                                                                       

          (i) 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;

        (ii) to the LIBOR Certificateholders, to pay Accrued Certificate
 Interest Distribution Amounts and, if applicable, any Unpaid Interest
   Amounts as described in Section 4.02(a)(i) and Section 4.02(a)(iii), to
the extent unpaid from other Available Funds;                       

            (iii) to the LIBOR Certificateholders, to pay principal as described
    in Section 4.02(a)(ii), 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;                                                              

            (iv) to the LIBOR Certificateholders, to pay Unpaid Interest Amounts
      and Basis Risk Carry Forward Amounts as described in Section 4.02(a)(iii),
 to the extent unpaid from other Available Funds (including Basis Risk
Payments on deposit in the Excess Reserve Fund Account);            

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

      (vi) to the holders of the Class X Certificates, any remaining
amounts.                                                            

   Upon termination of the Trust, any amounts remaining in the
Supplemental Interest Trust shall be distributed pursuant to the priorities set 
forth in this Section 4.06.                                                     

           The Trustee shall account for the Supplemental Interest Trust as an
asset of a grantor trust under subpart E, Part I of subchapter J of the Code and
not as an asset of any Trust REMIC created pursuant to this Agreement. The      
beneficial owners of the Supplemental Interest Trust are the Class X            
Certificateholders. For federal income tax purposes, Net Swap Payments and Swap 
Termination Payments payable to the Swap Provider shall be deemed to be paid to 
the Supplemental Interest Trust first, from the Class X REMIC, by the Holder of 
the Class X Certificates (in respect of the Class IO Interest and, if           
applicable, Class X Interest) and second, other than any Defaulted Swap         
Termination Payment, from the Upper-Tier REMIC by the Holders of the applicable 
Class or Classes of LIBOR Certificates (in respect of Class IO Shortfalls) as   
and to the extent provided in Section 8.13.                                     

      Any Basis Risk Carry Forward Amounts and, without duplication,
Upper-Tier Carry Forward Amounts distributed by the Trustee to the LIBOR        
Certificateholders shall be accounted for by the Trustee, for federal income tax
purposes, as amounts paid first to the Holders of the Class X Certificates in   
respect of the Class X Interest and (to the extent remaining after payments to  
the Swap Provider) the Class IO Interest and then to the respective Class or    
Classes of LIBOR Certificates. In addition, the Trustee shall account for the   
rights of Holders of each Class of LIBOR Certificates to receive payments of    
Basis Risk Carry Forward Amounts and, without duplication, Upper-Tier Carry     
Forward Amounts from the Supplemental Interest Trust (along with Basis Risk     
Carry Forward Amounts payable from the Excess Reserve Fund Account) as rights in
a separate limited recourse interest rate cap contract written by the Class X   
Certificateholders in favor of Holders of each such Class.                      

          The Supplemental Interest Trust shall be an "outside reserve fund"
for federal income tax purposes and not an asset of any Trust REMIC.            
Furthermore, the Holders of the Class X Certificates shall be the beneficial    
owners of the Supplemental Interest Trust for all federal income tax purposes,  
and shall be taxable on all income earned thereon.                              

          With respect to the failure of the Swap Provider to perform any of
its obligations under the Interest Rate Swap Agreement, the breach by the Swap  
Provider of any of its representations and warranties made pursuant to the      
Interest Rate Swap Agreement, or the termination of the Interest Rate Swap      
Agreement, the Trustee shall send any notices and make any demands, on behalf of
the Trust, as are required under the Interest Rate Swap Agreement.              

 ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates. The Certificates shall be
substantially in the forms attached hereto as exhibits. The Certificates shall  
be issuable in registered form, in the minimum denominations, integral multiples
in excess thereof (except that one Certificate in each Class may be issued in a 
different amount which must be in excess of the applicable minimum denomination)
and aggregate denominations per Class set forth in the Preliminary Statement.   

            The Depositor hereby directs the Trustee to register the Class P and
Class X Certificates in the name of the Depositor or its designee. On a date as 
to which the Depositor notifies the Trustee, the Depositor hereby directs the   
Trustee to transfer the Class X and Class P Certificates in the name of the NIM 
Trustee, or such other name or names as the Depositor shall request, and to     
deliver the Class X and Class P Certificates to Deutsche Bank National Trust    
Company, as NIM Trustee, or to such other Person or Persons as the Depositor    
shall request.                                                                  

        Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions to 
each Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such Holder at a bank 
or other entity having appropriate facilities therefor as directed by that      
Certificateholder by written wire instructions provided to the Trustee or (y),  
in the event that no wire instructions are provided to the Trustee, by check    
mailed by first class mail to such Certificateholder at the address of such     
Holder appearing in the Certificate Register.                                   

           The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Certificates bearing the     
manual or facsimile signatures of individuals who were, at the time such        
signatures were affixed, authorized to sign on behalf of the Trustee shall bind 
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of any such           
Certificates or did not hold such offices at the date of such Certificate. No   
Certificate shall be entitled to any benefit under this Agreement, or be valid  
for any purpose, unless authenticated by the Trustee by manual signature, and   
such authentication upon any Certificate shall be conclusive evidence, and the  
only evidence, that such Certificate has been duly executed and delivered       
hereunder. All Certificates shall be dated the date of their authentication. On 
the Closing Date, the Trustee shall authenticate the Certificates to be issued  
at the direction of the Depositor or any Affiliate thereof.                     

       Section 5.02 Certificate Register; Registration of Transfer and
Exchange of Certificates. (a) The Trustee shall maintain, or cause to be        
maintained in accordance with the provisions of Section 5.06, a Certificate     
Register for the Trust Fund in which, subject to the provisions of subsections  
(b) and (c) below and to such reasonable regulations as it may prescribe, the   
Trustee shall provide for the registration of Certificates and of transfers and 
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the name 
of the designated transferee or transferees, one or more new Certificates of the
same Class and aggregate Percentage Interest.                                   

           At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and        
evidencing the same aggregate Percentage Interest upon surrender of the         
Certificates to be exchanged at the office or agency of the Trustee. Whenever   
any Certificates are so surrendered for exchange, the Trustee shall execute,    
authenticate, and deliver the Certificates which the Certificateholder making   
the exchange is entitled to receive. Every Certificate presented or surrendered 
for registration of transfer or exchange shall be accompanied by a written      
instrument of transfer in form satisfactory to the Trustee duly executed by the 
Holder thereof or his attorney duly authorized in writing. In the event, the    
Depositor or an Affiliate of the Depositor transfers the Class X Certificates,  
or a portion thereof, to another Affiliate, it shall notify the Trustee in      
writing of the affiliated status of the transferee. The Trustee shall have no   
liability regarding the lack of notice with respect thereto.                    

         No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum      
sufficient to cover any tax or governmental charge that may be imposed in       
connection with any transfer or exchange of Certificates may be required.       

    All Certificates surrendered for registration of transfer or
exchange shall be cancelled and subsequently destroyed by the Trustee in        
accordance with the Trustee's customary procedures.                             

          (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the      
Securities Act and any applicable state securities laws or is exempt from the   
registration requirements under said Act and such state securities laws. Except 
with respect to (i) the transfer of the Class X, Class P or Class R Certificates
to the Depositor or an Affiliate of the Depositor, (ii) the transfer of the     
Class X or Class P Certificates to the NIM Issuer or the NIM Trustee, (iii) a   
transfer of the Class X or Class P Certificates from the NIM Issuer or the NIM  
Trustee to the Depositor or an Affiliate of the Depositor or (iv) a transfer of 
a Class R Certificate to the Servicer, an Affiliate of the Servicer, or its     
designee (including, without limitation, an employee of the Servicer who is an  
"accredited investor" as defined in Regulation D under the Securities Act), in  
the event that a transfer of a Private Certificate which is a Physical          
Certificate is to be made in reliance upon an exemption from the Securities Act 
and such laws, in order to assure compliance with the Securities Act and such   
laws, the Certificateholder desiring to effect such transfer shall certify to   
the Trustee in writing the facts surrounding the transfer in substantially the  
form set forth in Exhibit I (the "Transferor Certificate") and either (i) there 
shall be delivered to the Trustee a letter in substantially the form of Exhibit 
J (the "Rule 144A Letter") or Exhibit K (the "Non-Rule 144A Investment Letter") 
or (ii) in the case of the Class X Certificates, there shall be delivered to the
Trustee at the expense of the transferor an Opinion of Counsel that such        
transfer may be made without registration under the Securities Act. In the event
that a transfer of a Private Certificate which is a Book-Entry Certificate is to
be made in reliance upon an exemption from the Securities Act and such laws, in 
order to assure compliance with the Securities Act and such laws, the           
Certificateholder desiring to effect such transfer will be deemed to have made  
as of the transfer date each of the certifications set forth in the Transferor  
Certificate in respect of such Certificate and the transferee will be deemed to 
have made as of the transfer date each of the certifications set forth in the   
Rule 144A Letter in respect of such Certificate, in each case as if such        
Certificate were evidenced by a Physical Certificate. A transferee of any       
Private Certificates who is not a "qualified institutional buyer" as that term  
is defined in Rule 144A of the Securities Act must take delivery of such Private
Certificates in definitive form. The Depositor shall provide to any Holder of a 
Private Certificate and any prospective transferee designated by any such       
Holder, information regarding the related Certificates and the Mortgage Loans   
and such other information as shall be necessary to satisfy the condition to    
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate   
without registration thereof under the Securities Act pursuant to the           
registration exemption provided by Rule 144A. The Trustee and the Servicer shall
cooperate with the Depositor in providing the Rule 144A information referenced  
in the preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the  
Trust Fund as the Depositor shall reasonably request to meet its obligation     
under the preceding sentence. Each Holder of a Private Certificate desiring to  
effect such transfer shall, and does hereby agree to, indemnify the Trustee and 
the Depositor and the Servicer against any liability that may result if the     
transfer is not so exempt or is not made in accordance with such federal and    
state laws.                                                                     

          Except with respect to (i) the transfer of the Class R, Class X or
Class P Certificates to the Depositor or an Affiliate of the Depositor, (ii) the
transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM    
Trustee, (iii) a transfer of the Class X or Class P Certificates from the NIM   
Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor or  
(iv) a transfer of a Class R Certificate to the Servicer, an Affiliate of the   
Servicer, or its designee (including, without limitation, an employee of the    
Servicer who is an "accredited investor" as defined in Regulation D under the   
Securities Act), no transfer of an ERISA-Restricted Certificate shall be made   
unless the Trustee shall have received either (i) a representation from the     
transferee of such Certificate acceptable to and in form and substance          
satisfactory to the Trustee (in the event such Certificate is a Private         
Certificate or a Residual Certificate, such requirement is satisfied only by the
Trustee's receipt of a representation letter from the transferee substantially  
in the form of Exhibit I), to the effect that such transferee is not an employee
benefit plan or arrangement subject to Section 406 of ERISA, a plan subject to  
Section 4975 of the Code or a plan subject to any Federal, state or local law   
("Similar Law") materially similar to the foregoing provisions of ERISA or the  
Code, nor a Person acting on behalf of any such plan or arrangement nor using   
the assets of any such plan or arrangement (collectively, a "Plan") to effect   
such transfer, (ii) in the case of an ERISA-Restricted Certificate other than a 
Residual Certificate or a Class P Certificate that has been the subject of an   
ERISA-Qualifying Underwriting and the purchaser is an insurance company, a      
representation that the purchaser is an insurance company that is purchasing    
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class        
Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such       
Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the 
case of any such ERISA-Restricted Certificate other than a Residual Certificate 
or a Class P Certificate presented for registration in the name of a Plan, an   
Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel shall  
not be an expense of the Trustee, the Depositor, the Servicer or the Trust Fund,
addressed to the Trustee, to the effect that the purchase or holding of such    
ERISA-Restricted Certificate will not constitute or result in a non-exempt      
prohibited transaction within the meaning of ERISA, Section 4975 of the Code or 
any Similar Law and will not subject the Trustee, the Depositor or the Servicer 
to any obligation in addition to those expressly undertaken in this Agreement or
to any liability. For purposes of the preceding sentence, with respect to an    
ERISA-Restricted Certificate that is not a Private Certificate or a Residual    
Certificate, in the event the representation letter referred to in the preceding
sentence is not furnished, such representation shall be deemed to have been made
to the Trustee by the transferee's (including an initial acquirer's) acceptance 
of the ERISA-Restricted Certificates. Notwithstanding anything else to the      
contrary herein, (a) any purported transfer of an ERISA Restricted Certificate, 
other than a Class P Certificate or a Residual Certificate, to or on behalf of  
an employee benefit plan subject to ERISA, the Code or Similar Law without the  
delivery to the Trustee of an Opinion of Counsel satisfactory to the Trustee as 
described above shall be void and of no effect and (b) any purported transfer of
a Class P Certificate or Residual Certificate to a transferee that does not make
the representation in clause (i) above shall be void and of no effect.          

            The Class R and Class P Certificates may not be sold to any employee
benefit plan subject to Title I of ERISA, any plan subject to Section 4975 of   
the Code, or any plan subject to any Similar Law or any Person investing on     
behalf of or with plan assets of such Plan.                                     

        To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for   
any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) or for making any payments due on such    
Certificate to the Holder thereof or taking any other action with respect to    
such Holder under the provisions of this Agreement so long as the transfer was  
registered by the Trustee in accordance with the foregoing requirements.        

      As long as the Interest Rate Swap Agreement is in effect, each
beneficial owner of a Certificate, or any interest therein, shall be deemed to  
have represented that either (i) it is not a Plan or (ii) the acquisition and   
holding of the Certificate are eligible for the exemptive relief available under
at least one of the Investor-Based Exemptions.                                  

           (c) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such   
Ownership Interest to have agreed to be bound by the following provisions, and  
the rights of each Person acquiring any Ownership Interest in a Residual        
Certificate are expressly subject to the following provisions:                  

        (i) Each Person holding or acquiring any Ownership Interest in a
   Residual Certificate shall be a Permitted Transferee and shall promptly
   notify the Trustee of any change or impending change in its status as a
Permitted Transferee;                                               

          (ii) Except in the case of a Transfer of a Residual Certificate to
     an employee of the Servicer who is an "accredited investor" as defined in
      Regulation D under the Securities Act, no Ownership Interest in a Residual
Certificate may be registered on the Closing Date or thereafter     
transferred, and the Trustee shall not register the Transfer of any 
    Residual Certificate unless, in addition to the certificates required to
 be delivered to the Trustee under subparagraph (b) above, the Trustee
   shall have been furnished with an affidavit (a "Transfer Affidavit") of
    the initial owner or the proposed transferee in the form attached hereto
as Exhibit H;                                                       

          (iii) Each Person holding or acquiring any Ownership Interest in a
    Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
   any other Person to whom such Person attempts to Transfer its Ownership
  Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
 from any Person for whom such Person is acting as nominee, trustee or
   agent in connection with any Transfer of a Residual Certificate and (C)
  not to Transfer its Ownership Interest in a Residual Certificate or to
    cause the Transfer of an Ownership Interest in a Residual Certificate to
 any other Person if it has actual knowledge that such Person is not a
Permitted Transferee;                                               

          (iv) Any attempted or purported Transfer of any Ownership Interest
    in a Residual Certificate in violation of the provisions of this Section
     5.02(c) shall be absolutely null and void and shall vest no rights in the
      purported Transferee. If any purported transferee shall become a Holder of
 a Residual Certificate in violation of the provisions of this Section
      5.02(c), then the last preceding Permitted Transferee shall be restored to
   all rights as Holder thereof retroactive to the date of registration of
Transfer of such Residual Certificate. The Trustee shall be under no
  liability to any Person for any registration of Transfer of a Residual
 Certificate that is in fact not permitted by Section 5.02(b) and this
     Section 5.02(c) or for making any payments due on such Certificate to the
 Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the Transfer was  
  registered after receipt of the related Transfer Affidavit, Transferor
   Certificate and the Rule 144A Letter. The Trustee shall be entitled but
   not obligated to recover from any Holder of a Residual Certificate that
     was in fact not a Permitted Transferee at the time it became a Holder or,
   at such subsequent time as it became other than a Permitted Transferee,
   all payments made on such Residual Certificate at and after either such
 time. Any such payments so recovered by the Trustee shall be paid and
  delivered by the Trustee to the last preceding Permitted Transferee of
such Certificate; and                                               

            (v) The Depositor shall use its best efforts to make available, upon
     receipt of written request from the Trustee, all information necessary to
      compute any tax imposed under Section 860E(e) of the Code as a result of a
     Transfer of an Ownership Interest in a Residual Certificate to any Holder
who is not a Permitted Transferee.                                  

            The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the   
legend on a Residual Certificate may be deleted) with respect to Transfers      
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion 
of Counsel shall not be an expense of the Trust Fund, the Depositor, the        
Trustee, or the Servicer, to the effect that the elimination of such            
restrictions will not cause any Trust REMIC to fail to qualify as a REMIC at any
time that the Certificates are Outstanding or result in the imposition of any   
tax on the Trust Fund, a Certificateholder or another Person. Each Person       
holding or acquiring any Ownership Interest in a Residual Certificate hereby    
consents to any amendment of this Agreement which, based on an Opinion of       
Counsel furnished to the Trustee, is reasonably necessary (a) to ensure that the
record ownership of, or any beneficial interest in, a Residual Certificate is   
not transferred, directly or indirectly, to a Person that is not a Permitted    
Transferee and (b) to provide for a means to compel the Transfer of a Residual  
Certificate which is held by a Person that is not a Permitted Transferee to a   
Holder that is a Permitted Transferee.                                          

         (d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at  
the expense of the parties to such transfers.                                   

          (e) Except as provided below, the Book-Entry Certificates shall at
all times remain registered in the name of the Depository or its nominee and at 
all times: (i) registration of the Certificates may not be transferred by the   
Trustee except to another Depository; (ii) the Depository shall maintain        
book-entry records with respect to the Certificate Owners and with respect to   
ownership and transfers of such Book-Entry Certificates; (iii) ownership and    
transfers of registration of the Book-Entry Certificates on the books of the    
Depository shall be governed by applicable rules established by the Depository; 
(iv) the Depository may collect its usual and customary fees, charges and       
expenses from its Depository Participants; (v) the Trustee shall deal with the  
Depository, Depository Participants and indirect participating firms as         
representatives of the Certificate Owners of the Book-Entry Certificates for    
purposes of exercising the rights of holders under this Agreement, and requests 
and directions for and votes of such representatives shall not be deemed to be  
inconsistent if they are made with respect to different Certificate Owners; and 
(vi) the Trustee may rely and shall be fully protected in relying upon          
information furnished by the Depository with respect to its Depository          
Participants and furnished by the Depository Participants with respect to       
indirect participating firms and persons shown on the books of such indirect    
participating firms as direct or indirect Certificate Owners.                   

            All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository         
Participant or brokerage firm representing such Certificate Owner. Each         
Depository Participant shall only transfer Book-Entry Certificates of           
Certificate Owners it represents or of brokerage firms for which it acts as     
agent in accordance with the Depository's normal procedures.                    

         If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge  
its responsibilities as Depository, and (ii) the Trustee or the Depositor is    
unable to locate a qualified successor, or (y) the Depositor notifies the       
Depository of its intent to terminate the book-entry system through the         
Depository and, upon receipt of notice of such intent from the Depository, the  
Depository Participants holding beneficial interests in the Book-Entry          
Certificates agree to initiate such termination, the Trustee shall notify all   
Certificate Owners, through the Depository, of the occurrence of any such event 
and of the availability of definitive, fully-registered Certificates (the       
"Definitive Certificates") to Certificate Owners requesting the same. Upon      
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the       
Trustee shall issue the Definitive Certificates. None of the Servicer, the      
Depositor or the Trustee shall be liable for any delay in delivery of such      
instruction and each may conclusively rely on, and shall be protected in relying
on, such instructions. The Depositor shall provide the Trustee with an adequate 
inventory of Certificates to facilitate the issuance and transfer of Definitive 
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with  
respect to such Definitive Certificates and the Trustee shall recognize the     
Holders of the Definitive Certificates as Certificateholders hereunder;         
provided, that the Trustee shall not by virtue of its assumption of such        
obligations become liable to any party for any act or failure to act of the     
Depository.                                                                     

 (f) Each Private Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written          
instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and  
all appropriate attachments) or W-9 in form satisfactory to the Trustee and the 
Certificate Registrar, duly executed by the Certificateholder or his attorney   
duly authorized in writing. Each Certificate presented or surrendered for       
registration of transfer or exchange shall be cancelled and subsequently        
disposed of by the Certificate Registrar in accordance with its customary       
practice. No service charge shall be made for any registration of transfer or   
exchange of Private Certificates, but the Trustee or the Certificate Registrar  
may require payment of a sum sufficient to cover any tax or governmental charge 
that may be imposed in connection with any transfer or exchange of Private      
Certificates.                                                                   

          Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Trustee, or the Trustee     
receives evidence to its satisfaction of the destruction, loss or theft of any  
Certificate and (b) there is delivered to the Depositor, the Servicer, and the  
Trustee such security or indemnity as may be required by them to hold each of   
them harmless, then, in the absence of notice to the Trustee that such          
Certificate has been acquired by a bona fide purchaser, the Trustee shall       
execute, authenticate and deliver, in exchange for or in lieu of any such       
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like     
Class, tenor and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 5.03, the Trustee may require the payment of a   
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of  
the Trustee) connected therewith. Any replacement Certificate issued pursuant to
this Section 5.03 shall constitute complete and indefeasible evidence of        
ownership, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.                                         

          Section 5.04 Persons Deemed Owners. The Servicer, the Trustee, the
Depositor, and any agent of the Servicer, the Depositor or the Trustee may treat
the Person in whose name any Certificate is registered as the owner of such     
Certificate for the purpose of receiving distributions as provided in this      
Agreement and for all other purposes whatsoever, and none of the Servicer, the  
Trustee, the Depositor or any agent of the Servicer, the Depositor or the       
Trustee shall be affected by any notice to the contrary.                        

    Section 5.05 Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders (a) request such information in  
writing from the Trustee, (b) state that such Certificateholders desire to      
communicate with other Certificateholders with respect to their rights under    
this Agreement or under the Certificates, and (c) provide a copy of the         
communication which such Certificateholders propose to transmit, or if the      
Depositor or the Servicer shall request such information in writing from the    
Trustee, then the Trustee shall, within ten Business Days after the receipt of  
such request, provide the Depositor, the Servicer or such Certificateholders at 
such recipients' expense the most recent list of the Certificateholders of such 
Trust Fund held by the Trustee, if any. The Depositor and every                 
Certificateholder, by receiving and holding a Certificate, agree that the       
Trustee shall not be held accountable by reason of the disclosure of any such   
information as to the list of the Certificateholders hereunder, regardless of   
the source from which such information was derived.                             

      Section 5.06 Maintenance of Office or Agency. The Trustee will
maintain or cause to be maintained at its expense an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer  
or exchange. The Trustee initially 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. The Trustee will give prompt written   
notice to the Certificateholders of any change in such location of any such     
office or agency.                                                               

ARTICLE VI

THE DEPOSITOR AND THE SERVICER

    Section 6.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance     
herewith only to the extent of the obligations specifically and respectively    
imposed upon and undertaken by them herein.                                     

    Section 6.02 Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its      
existence, rights and franchises as a Delaware corporation or limited           
partnership, as the case may be, under the laws of the United States or under   
the laws of one of the states thereof and will each obtain and preserve its     
qualification to do business as a foreign corporation or limited partnership, as
applicable, in each jurisdiction in which such qualification is or shall be     
necessary to protect the validity and enforceability of this Agreement, or any  
of the Mortgage Loans and to perform its respective duties under this Agreement.

            Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to which 
the Depositor or the Servicer shall be a party, or any Person succeeding to the 
business of the Depositor or the Servicer, shall be the successor of the        
Depositor or the Servicer, as the case may be, hereunder, without the execution 
or filing of any paper or any further act on the part of any of the parties     
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to sell    
mortgage loans to, and to service mortgage loans on behalf of, Fannie Mae or    
Freddie Mac, and meets the requirements of Section 7.02, and provided, further, 
that such merger, consolidation or succession does not adversely affect the then
current rating or ratings on the LIBOR Certificates.                            

           Section 6.03 Limitation on Liability of the Depositor, the Servicer
and Others. Neither the Depositor, the Servicer nor any of their respective     
directors, officers, employees or agents shall 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 this Agreement, or for errors in judgment;     
provided, however, that this provision shall not protect the Depositor, the     
Servicer or any such Person against any breach of representations or warranties 
made by it herein or protect the Depositor, the Servicer or any such Person from
any liability which would otherwise be imposed by reasons of willful            
misfeasance, bad faith or negligence (or gross negligence in the case of the    
Depositor) in the performance of duties or by reason of reckless disregard of   
obligations and duties hereunder. The Depositor, the Servicer and any director, 
officer, employee or agent of the Depositor and the Servicer may rely in good   
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee, Affiliate or agent of the Depositor and the
Servicer shall 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 this Agreement or the Certificates or any other unanticipated
or extraordinary expense, other than any loss, liability or expense incurred by 
reason of willful misfeasance, bad faith or negligence (or gross negligence in  
the case of the Depositor) in the performance of duties hereunder or by reason  
of reckless disregard of obligations and duties hereunder. Neither the Depositor
nor the Servicer shall be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its respective duties hereunder and  
which in its opinion may involve it in any expense or liability; provided,      
however, that each of the Depositor and the Servicer may in its discretion      
undertake any such action (or direct the Trustee to undertake such actions      
pursuant to Section 2.07 for the benefit of the Certificateholders) that it may 
deem necessary or desirable in respect of this Agreement and the rights and     
duties of the parties hereto and interests of the Trustee and the               
Certificateholders hereunder. In such event, the legal expenses and costs of    
such action and any liability resulting therefrom shall be expenses, costs and  
liabilities of the Trust Fund, and the Depositor, and the Servicer shall be     
entitled to be reimbursed therefor out of the Collection Account.               

          Section 6.04 Limitation on Resignation of the Servicer. Subject to
the provisions of Section 7.01, Section 6.02, the fourth and fifth paragraphs of
Section 7.02 and Section 6.06, the Servicer shall not assign this Agreement or  
resign from the obligations and duties hereby imposed on it except (i) by mutual
consent of the Servicer, the Depositor and the Trustee, (ii) upon the           
determination that its duties hereunder are no longer permissible under         
applicable law and such incapacity cannot be cured by the Servicer or (iii) upon
satisfaction of the following conditions: (a) the Servicer has proposed a       
successor servicer to the Trustee in writing; and (b) each Rating Agency shall  
have delivered a letter to the Trustee prior to the appointment of the successor
servicer stating that the proposed appointment of such successor servicer as    
Servicer hereunder will not result in the reduction or withdrawal of the then   
current rating of the Regular Certificates or the ratings that are in effect.   
Any such determination permitting the resignation of the Servicer under clause  
(ii) above shall be evidenced by an Opinion of Counsel (which opinion shall not 
be an expense of the Trustee or the Trust Fund) to such effect delivered to the 
Depositor and the Trustee which Opinion of Counsel shall be in form and         
substance acceptable to the Depositor and the Trustee. No such resignation shall
become effective until a successor shall have assumed the Servicer's            
responsibilities and obligations hereunder.                                     

            Section 6.05 Additional Indemnification by the Servicer; Third Party
Claims. The Servicer shall indemnify the Depositor, any Affiliate, director,    
officer, employee or agent of the Depositor, and the Trustee and hold each of   
them harmless against any and all claims, losses, damages, penalties, fines,    
forfeitures, reasonable and necessary legal fees and related costs, judgments,  
and any other costs, fees and expenses that any of them may sustain in any way  
related to any breach by the Servicer of (i) any of its representations and     
warranties referred to in Section 2.03(a), (ii) any error in any tax or         
information return prepared by the Servicer, or (iii) the failure of the        
Servicer to perform its duties and service the Mortgage Loans in compliance with
the terms of this Agreement. The Servicer immediately shall notify the Depositor
and the Trustee if such claim is made by a third party with respect to this     
Agreement or the Mortgage Loans, assume (with the prior written consent of the  
Depositor and the Trustee) the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay,      
discharge and satisfy any judgment or decree which may be entered against it or 
the Depositor, or the Trustee in respect of such claim. This indemnity shall    
survive the termination of this Agreement or the earlier resignation or removal 
of the Servicer.                                                                

         Section 6.06 Servicing Rights Pledge. Notwithstanding anything to
the contrary which may be set forth in Section 6.04, the Trustee, the Custodian 
and the Depositor hereby specifically (i) agree to the pledge and assignment by 
the Servicer of all the Servicer's right, title and interest in, to and under   
this Agreement to the Servicing Rights Pledgee, for the benefit of certain      
lenders, and (ii) provided that no Servicer Event of Default exists, agree that 
upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed 
by the Servicer whereunder the Servicer shall resign as Servicer under this     
Agreement, the Trustee shall appoint the Servicing Rights Pledgee or its        
designee as successor Servicer, provided that at the time of such appointment,  
the Servicing Rights Pledgee or such designee meets the requirements of a       
successor Servicer pursuant to Section 7.02 and agrees to be subject to the     
terms of this Agreement. If, pursuant to any provision hereof, the duties of the
Servicer are transferred to a successor, the entire amount of the Servicing Fee 
and other compensation payable to the Servicer pursuant hereto shall thereafter 
be payable to such successor.                                                   

ARTICLE VII 

 DEFAULT

         Section 7.01 Events of Default. "Event of Default," wherever used
herein, means any one of the following events:                                  

           (a) any failure by the Servicer to remit to the Trustee any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of one Business Day after the date upon which written notice of    
such failure, requiring the same to be remedied, shall have been given to the   
Servicer by the Depositor, or by the Trustee, or to the Servicer, the Depositor 
and the Trustee by Certificateholders entitled to at least 25% of the Voting    
Rights; or                                                                      

      (b) the 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 set forth in this Agreement which continues unremedied for 
a period of thirty days (except that (x) such number of days shall be fifteen in
the case of a failure to pay any premium for any insurance policy required to be
maintained under this Agreement and (y) such number of days shall be ten in the 
case of a failure to observe or perform any of the obligations set forth in     
Sections 3.22, 3.23 or 8.12; provided, however, that in the event that the      
Securities and Exchange Commission grants an extension of time to the Depositor 
with respect to the Exchange Act filings referenced in Section 8.12(a), such ten
day cure period shall be extended by the same time period) after the earlier of 
(i) the date on which written notice of such failure, requiring the same to be  
remedied, shall have been given to the Servicer by the Depositor or by the      
Trustee, or to the Servicer, the Depositor and the Trustee by Certificateholders
of Certificates entitled to at least 25% of the Voting Rights and (ii) actual   
knowledge of such failure by a Servicing Officer of the Servicer; provided,     
however, that (except with respect to clauses (x) and (y) above) 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 for the appointment of a conservator or receiver or         
liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of  
assets and liabilities or similar proceedings, or for the winding-up or         
liquidation of its affairs, shall have been entered against the Servicer and    
such decree or order shall have remained in force undischarged or unstayed for a
period of sixty days; or                                                        

          (d) the Servicer shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, bankruptcy, 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 its property; or  

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

      (f) any failure of the Servicer to make any P&I Advance on any
Remittance Date required to be made from its own funds pursuant to Section 4.01 
which continues unremedied for one Business Day immediately following the       
Remittance Date; or                                                             

(g) If a Cumulative Loss Event occurs.                  

           If an Event of Default described in clauses (a) through (g) of this
Section 7.01 shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, the Trustee may, or at the       
direction of Certificateholders entitled to a majority of the Voting Rights the 
Trustee shall, by notice in writing to the Servicer and the Servicing Rights    
Pledgee (if any) (with a copy to each Rating Agency), terminate all of the      
rights and obligations of the Servicer under this Agreement and in and to the   
Mortgage Loans and the proceeds thereof, other than its rights as a             
Certificateholder hereunder; provided, however, that the Trustee shall not be   
required to give written notice to the Servicer of the occurrence of an Event of
Default described in clauses (b) through (g) of this Section 7.01 unless and    
until a Responsible Officer of the Trustee has actual knowledge of the          
occurrence of such an Event of Default. In the event that a Responsible Officer 
of the Trustee has actual knowledge of the occurrence of an Event of Default    
described in clause (a) of this Section 7.01 (solely as to a default caused by a
failure to remit timely on a Remittance Date), the Trustee shall give notice (by
telephone or by email, facsimile or other writing) to the Servicer and the      
Servicing Rights Pledgee (if any) of the occurrence of such default by the end  
of business of the day on which such Responsible Officer obtains actual         
knowledge of such occurrence; provided that failure to give such notice shall   
not constitute a waiver of such default or event of default. Notwithstanding any
other provision of this Agreement, any remedy with respect to clause (a) of this
Section 7.01 shall be effective only if payment is received by the Trustee by no
later than noon (Eastern time) on the Business Day immediately following the    
date of notice to the Servicer as set forth in the immediately preceding        
sentence. If the Servicer fails to make such payment, the Trustee shall send    
notice of termination (by email, facsimile or other writing) to the Servicer,   
and, on and after the receipt by the Servicer of such notice, or upon receipt by
the Servicer of notice with respect to any other clause of this Section 7.01,   
all authority and power of the Servicer hereunder, whether with respect to the  
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee as the  
successor Servicer subject to the rights of the Servicing Rights Pledgee (if    
any) under Sections 6.06 and 7.02. The Trustee is hereby authorized and         
empowered to execute and deliver, on behalf of the Servicer, as attorney in fact
or otherwise, any and all documents and other instruments, and to do or         
accomplish all other acts or things necessary or appropriate to effect the      
purposes of such notice of termination, whether to complete the transfer and    
endorsement or assignment of the Mortgage Loans and related documents, or       
otherwise. Unless expressly provided in such written notice, no such termination
shall affect any obligation of the Servicer to pay amounts owed pursuant to     
Article VIII. The Servicer agrees to cooperate with the Trustee in effecting the
termination of the Servicer's responsibilities and rights hereunder, including, 
without limitation, the transfer to the Trustee of all cash amounts which shall 
at the time be credited to the Collection Account of such predecessor Servicer, 
or thereafter be received with respect to the Mortgage Loans.                   

         Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive from the Trust Fund, prior 
to transfer of its servicing obligations hereunder, payment of all accrued and  
unpaid portion of the Servicing Fees to which the Servicer would have been      
entitled and to continue to receive reimbursement for all outstanding P&I       
Advances and Servicing Advances in accordance with the terms of this Agreement. 

           Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Trustee gives, and the Servicer receives, a notice of termination  
pursuant to Section 7.01, the Trustee shall, subject to and to the extent       
provided in Section 3.06 and subject to the rights of the Servicing Rights      
Pledgee, be the successor to the Servicer in its capacity as servicer under this
Agreement and the transactions set forth or provided for herein and shall be    
subject to all the responsibilities, duties and liabilities relating thereto    
placed on the Servicer by the terms and provisions hereof and applicable law    
including the obligation to make P&I Advances or Servicing Advances pursuant to 
Section 4.01. As compensation therefor, the Trustee shall be entitled to all    
funds relating to the Mortgage Loans that the Servicer would have been entitled 
to charge to the Collection Account if the Servicer had continued to act        
hereunder including, if the Servicer was receiving the Servicing Fee, the       
Servicing Fee and the income on investments or gain related to the Collection   
Account (in addition to income on investments or gain related to the            
Distribution Account for the benefit of the Trustee). Notwithstanding the       
foregoing, if the Trustee has become the successor to the Servicer in accordance
with this Section 7.02, the Trustee may, if it shall be unwilling to so act, or 
shall, if it is prohibited by applicable law from making P&I Advances and       
Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so  
act, or, at the written request of Certificateholders entitled to a majority of 
the Voting Rights, appoint, or petition a court of competent jurisdiction to    
appoint, any established mortgage loan servicing institution the appointment of 
which does not adversely affect the then current rating of the Certificates by  
each Rating Agency, as the successor to the Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the        
Servicer hereunder. Any successor to the Servicer shall be an institution which 
is a Fannie Mae- and Freddie Mac approved seller/servicer in good standing,     
which has a net worth of at least $30,000,000, which is willing to service the  
Mortgage Loans and which executes and delivers to the Depositor and the Trustee 
an agreement accepting such delegation and assignment, containing an assumption 
by such Person of the rights, powers, duties, responsibilities, obligations and 
liabilities of the Servicer (other than liabilities of the Servicer under       
Section 6.03 incurred prior to termination of the Servicer under Section 7.01), 
with like effect as if originally named as a party to this Agreement; provided, 
that each Rating Agency acknowledges that its rating of the Certificates in     
effect immediately prior to such assignment and delegation will not be qualified
or reduced, as a result of such assignment and delegation. Pending appointment  
of a successor to the Servicer hereunder, the Trustee, unless the Trustee is    
prohibited by law from so acting, shall, subject to Section 3.05, act in such   
capacity as hereinabove provided. In connection with such appointment and       
assumption, the Trustee may make such arrangements for the compensation of such 
successor out of payments on Mortgage Loans as it, the Depositor and such       
successor shall agree; provided, however, that no such compensation shall be in 
excess of the Servicing Fee and amounts paid to the Servicer from investments.  
The Trustee and such successor shall take such action, consistent with this     
Agreement, as shall be necessary to effectuate any such succession. Neither the 
Trustee nor any other successor Servicer shall be deemed to be in default       
hereunder by reason of any failure to make, or any delay in making, any         
distribution hereunder or any portion thereof or any failure to perform, or any 
delay in performing, any duties or responsibilities hereunder, in either case   
caused by the failure of the Servicer to deliver or provide, or any delay in    
delivering or providing, any cash, information, documents or records to it.     

        In the event that the Servicer is terminated pursuant to Section
7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer 
the Servicing Files to a successor Servicer and pay all of its own out-of-pocket
costs and expenses at its own expense. In addition, all reasonable out-of-pocket
costs and expenses of a servicing transfer incurred by parties other than the   
terminated Servicer (excluding set-up costs and other administrative expenses of
the successor Servicer, in which case the successor Servicer shall pay for such 
costs and expenses but shall not be entitled to reimbursement therefor from the 
Trust Fund), such an amount shall be paid by the terminated Servicer promptly   
upon presentation of reasonable documentation of such costs. If the Trustee is  
the predecessor Servicer (except in the case where the Trustee in its role as   
successor Servicer is being terminated pursuant to Section 7.01 by reason of an 
Event of Default caused solely by the Trustee as the successor Servicer and not 
by the predecessor Servicer's actions or omissions), such costs shall be paid by
the prior terminated Servicer promptly upon presentation of reasonable          
documentation of such costs.                                                    

          Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of Servicer, in accordance with applicable federal and
state law, and shall, during the term of its service as Servicer, maintain in   
force the policy or policies that the Servicer is required to maintain pursuant 
to Section 3.13.                                                                

     Notwithstanding anything to the contrary set forth above, if,
pursuant to Section 6.06, the Servicer assigns all of its right, title and      
interest in, to and under this Agreement to the Servicing Rights Pledgee or its 
designee, the Trustee hereby agrees that such party shall be appointed successor
Servicer upon receipt of (i) a letter signed by the Servicer whereunder the     
Servicer shall resign as Servicer under this Agreement, (ii) a letter signed by 
the Servicing Rights Pledgee or its designee, whereunder such party acknowledges
such assignment and agrees to be the successor Servicer subject to the terms of 
this Agreement and (iii) confirmation from the Rating Agencies that such        
appointment will not cause any Rating Agency to withdraw or downgrade its       
then-current ratings of any Class of Certificates.                              

         In the event an Event of Default has occurred with respect to the
Servicer, notwithstanding anything to the contrary above, the Trustee and the   
Depositor hereby agree that upon delivery to the Trustee by or on behalf of the 
Servicing Rights Pledgee of a letter signed by the Servicer within ten Business 
Days of the date on which the Trustee sent notice of such default, whereunder   
the Servicer shall resign as Servicer under this Agreement, the Trustee shall   
appoint the Servicing Rights Pledgee or its designee as successor Servicer,     
provided that at the time of appointment, the Servicing Rights Pledgee or such  
designee meets the requirements of a successor Servicer set forth above and the 
Servicing Rights Pledgee or such designee agrees to be subject to the terms of  
this Agreement. If the Servicing Rights Pledgee fails to provide the Trustee    
with such letter, the Trustee shall appoint a successor Servicer in accordance  
with Section 7.02. Notwithstanding anything to the contrary above, the Servicer 
shall continue to perform all of the obligations of Servicer hereunder until the
Trustee appoints a successor Servicer.                                          

    Any such successor Servicer shall be required to satisfy the
requirements of a successor Servicer under this Section 7.02.                   

     Section 7.03 Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to the Servicer, the Trustee shall 
give prompt written notice thereof to Certificateholders, and to each Rating    
Agency.                                                                         

            (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders, and each Rating Agency
notice of each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.                               

ARTICLE VIII

CONCERNING THE TRUSTEE

   Section 8.01 Duties of the Trustee. The Trustee, before the
occurrence of an Event of Default and after the curing of all Events of Default 
that may have occurred, shall undertake to perform such duties and only such    
duties as are specifically set forth in this Agreement. In case an Event of     
Default has occurred and remains uncured, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of    
care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.                  

   The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished 
to the Trustee that are specifically required to be furnished pursuant to any   
provision of this Agreement shall examine them to determine whether they are in 
the form required by this Agreement. The Trustee shall not be responsible for   
the accuracy or content of any resolution, certificate, statement, opinion,     
report, document, order, or other instrument.                                   

        No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure  
to act or its own bad faith or willful misfeasance.                             

           Unless an Event of Default known to the Trustee has occurred and is
continuing,                                                                     

         (a) the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not be    
liable except for the performance of the duties and obligations specifically set
forth in this Agreement, no implied covenants or obligations shall be read into 
this Agreement against the Trustee, and the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed       
therein, upon any certificates or opinions furnished to the Trustee and         
conforming to the requirements of this Agreement which it believed in good faith
to be genuine and to have been duly executed by the proper authorities          
respecting any matters arising hereunder;                                       

            (b) the Trustee shall not be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,     
unless it is finally proven that the Trustee was negligent in ascertaining the  
pertinent facts; and                                                            

      (c) the Trustee shall not be liable with respect to any action
taken, suffered, or omitted to be taken by it in good faith in accordance with  
the direction of the Holders of Certificates evidencing not less than 25% of the
Voting Rights relating to the time, method, and place of conducting any         
proceeding for any remedy available to the Trustee, or exercising any trust or  
power conferred upon the Trustee under this Agreement.                          

    Section 8.02 Certain Matters Affecting the Custodian and the
Trustee. Except as otherwise provided in Section 8.01:                          

       (a) the Custodian and the Trustee may request and rely upon and
shall be protected in acting or refraining from acting upon any resolution,     
Officer's Certificate, certificate of auditors or any other certificate,        
statement, instrument, opinion, report, notice, request, consent, order,        
appraisal, bond or other paper or document believed by it to be genuine and to  
have been signed or presented by the proper party or parties and neither the    
Custodian nor the Trustee shall have any responsibility to ascertain or confirm 
the genuineness of any signature of any such party or parties;                  

   (b) the Custodian and the Trustee may consult with counsel,
financial advisers or accountants and the advice of any such counsel, financial 
advisers or accountants and any Opinion of Counsel shall be full and complete   
authorization and protection in respect of any action taken or suffered or      
omitted by it hereunder in good faith and in accordance with such Opinion of    
Counsel;                                                                        

         (c) neither the Custodian nor the Trustee shall be liable for any
action taken, suffered or omitted by it in good faith and believed by it to be  
authorized or within the discretion or rights or powers conferred upon it by    
this Agreement, nor shall either the Trustee or the Custodian be liable for acts
or omissions of the other;                                                      

         (d) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,          
instrument, opinion, report, notice, request, consent, order, approval, bond or 
other paper or document, unless requested in writing to do so by Holders of     
Certificates evidencing not less than 25% of the Voting Rights allocated to each
Class of Certificates;                                                          

            (e) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,           
accountants or attorneys and the Trustee shall not be responsible for any       
misconduct or negligence on the part of any agents, accountants or attorneys    
appointed with due care by it hereunder; provided that the Trustee shall not be 
responsible for any act or omission of the Custodian;                           

           (f) neither the Custodian nor the Trustee shall be required to risk
or expend its own funds or otherwise incur any financial liability in the       
performance of any of its duties or in the exercise of any of its rights or     
powers hereunder if it shall have reasonable grounds for believing that         
repayment of such funds or adequate indemnity against such risk or liability is 
not assured to it;                                                              

          (g) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than as issuer of the investment     
security and except with respect to the investment of funds in the Distribution 
Account not made at the direction of the Depositor during the Trustee Float     
Period);                                                                        

            (h) the Trustee shall not be deemed to have knowledge of an Event of
Default until a Responsible Officer of the Trustee shall have received written  
notice thereof except as otherwise provided in Section 7.01;                    

           (i) the Trustee shall be under no obligation to exercise any of the
trusts, rights or powers vested in it by this Agreement or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order  
or direction of any of the Certificateholders, pursuant to this Agreement,      
unless such Certificateholders shall have offered to the Trustee reasonable     
security or indemnity satisfactory to the Trustee against the costs, expenses   
and liabilities which may be incurred therein or thereby; and                   

(j) the Trustee shall remit the Custodian Fee to the    
Custodian pursuant to a separate agreement.                                     

           Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall be taken as the     
statements of the Depositor and the Trustee assumes no responsibility for their 
correctness. The Trustee makes no representations as to the validity or         
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or 
related document other than with respect to the Trustee's execution and         
authentication of the Certificates. The Trustee shall not be accountable for the
use or application by the Depositor or the Servicer of any funds paid to the    
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or   
withdrawn from the Collection Account by the Depositor or the Servicer.         

            The Trustee shall have no responsibility for filing or recording any
financing or continuation statement in any public office at any time or to      
otherwise perfect or maintain the perfection of any security interest or lien   
granted to it hereunder (unless the Trustee shall have become the successor     
Servicer).                                                                      

            The Trustee executes the Certificates not in its individual capacity
but solely as Trustee of the Trust Fund created by this Agreement, in the       
exercise of the powers and authority conferred and vested in it by this         
Agreement. Each of the undertakings and agreements made on the part of the      
Trustee on behalf of the Trust Fund in the Certificates is made and intended not
as a personal undertaking or agreement by the Trustee but is made and intended  
for the purpose of binding only the Trust Fund.                                 

     Section 8.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not the Trustee.               

         Section 8.05 Trustee's Fees and Expenses. As compensation for its
activities under this Agreement, the Trustee may withdraw from the Distribution 
Account on each Distribution Date the Trustee Fee for the Distribution Date and,
during the Trustee Float Period, any interest or investment income earned on    
funds deposited in the Distribution Account. The Trustee, the Custodian and any 
director, officer, employee, or agent of the Trustee or the Custodian shall be  
indemnified by the Trust Fund and held harmless against any loss, liability, or 
expense (including reasonable attorneys' fees) incurred in connection with any  
claim or legal action relating to:                                              

(a) this Agreement,                                     

(b) the Certificates, or                                

      (c) the performance of any of the Trustee's or the Custodian's
duties under this Agreement,                                                    

other than any loss, liability, or expense (i) resulting from any breach of the 
Servicer's obligations in connection with this Agreement for which the Servicer 
has performed its obligation to indemnify the Trustee pursuant to Section 6.05  
or (ii) incurred because of willful misfeasance, bad faith, or negligence in the
performance of any of the Trustee's or the Custodian's duties under this        
Agreement. This indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee under this Agreement. Without limiting the
foregoing, except as otherwise agreed upon in writing by the Depositor and the  
Trustee, and except for any expense, disbursement, or advance arising from the  
Trustee's negligence, bad faith, or willful misfeasance, the Trust Fund shall   
pay or reimburse the Trustee, for all reasonable expenses, disbursements, and   
advances incurred or made by the Trustee in accordance with this Agreement with 
respect to:                                                                     

           (A) the reasonable compensation, expenses, and disbursements of its
counsel not associated with the closing of the issuance of the Certificates; and

           (B) the reasonable compensation, expenses, and disbursements of any
accountant, engineer, or appraiser that is not regularly employed by the        
Trustee, to the extent that the Trustee must engage them to perform services    
under this Agreement.                                                           

           Except as otherwise provided in this Agreement or a separate letter
agreement between the Trustee and the Depositor, the Trustee shall not be       
entitled to payment or reimbursement for any routine ongoing expenses incurred  
by the Trustee in the ordinary course of its duties as Trustee, Registrar, or   
paying agent under this Agreement or for any other expenses incurred by the     
Trustee; provided, however, no expense shall be reimbursed by the Trust Fund    
hereunder if it would not constitute an "unanticipated expense incurred by the  
REMIC" within the meaning of the REMIC Provisions.                              

          Section 8.06 Eligibility Requirements for the Trustee. The Trustee
hereunder shall at all times be a corporation or association organized and doing
business under the laws of a state or the United States of America, authorized  
under such laws to exercise corporate trust powers, having a combined capital   
and surplus of at least $50,000,000, subject to supervision or examination by   
federal or state authority and with a credit rating which would not cause any of
the Rating Agencies to reduce their respective then current ratings of the      
Certificates (or having provided such security from time to time as is          
sufficient to avoid such reduction) as evidenced in writing by each Rating      
Agency. If such corporation or association publishes reports of condition at    
least annually, pursuant to law or to the requirements of the aforesaid         
supervising or examining authority, then for the purposes of this Section 8.06  
the combined capital and surplus of such corporation or association shall be    
deemed to be its combined capital and surplus as set forth in its most recent   
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with this Section 8.06, the Trustee shall resign      
immediately in the manner and with the effect specified in Section 8.07. The    
entity serving as Trustee may have normal banking and trust relationships with  
the Depositor and its Affiliates or the Servicer and its Affiliates; provided,  
however, that such entity cannot be an Affiliate of the Depositor or the        
Servicer other than the Trustee in its role as successor to the Servicer.       

            Section 8.07 Resignation and Removal of the Trustee. The Trustee may
at any time resign and be discharged from the trusts hereby created by giving   
written notice of resignation to the Depositor, the Servicer and each Rating    
Agency not less than 60 days before the date specified in such notice, when,    
subject to Section 8.08, such resignation is to take effect, and acceptance by a
successor trustee in accordance with Section 8.08 meeting the qualifications set
forth in Section 8.06. If no successor trustee meeting such qualifications shall
have been so appointed and have accepted appointment within 30 days after the   
giving of such notice or resignation, the resigning Trustee may petition any    
court of competent jurisdiction for the appointment of a successor trustee.     

           If at any time the Trustee shall cease to be eligible in accordance
with Section 8.06 and shall fail to resign after written request thereto by the 
Depositor, or if at any time the Trustee shall become incapable of acting, or   
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of  
its property shall be appointed, or any public officer shall take charge or     
control of the Trustee or of its property or affairs for the purpose of         
rehabilitation, conservation or liquidation, or a tax is imposed with respect to
the Trust Fund by any state in which the Trustee or the Trust Fund is located   
and the imposition of such tax would be avoided by the appointment of a         
different trustee, then the Depositor or the Servicer may remove the Trustee and
appoint a successor trustee by written instrument, in triplicate, one copy of   
which shall be delivered to the Trustee, one copy to the Servicer and one copy  
to the successor trustee.                                                       

        The Holders of Certificates entitled to a majority of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by    
written instrument or instruments, in triplicate, signed by such Holders or     
their attorneys-in-fact duly authorized, one complete set of which shall be     
delivered by the successor Trustee to the Servicer, one complete set to the     
Trustee so removed and one complete set to the successor so appointed. The      
successor trustee shall notify each Rating Agency of any removal of the Trustee.

      Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 8.07 shall become effective upon     
acceptance of appointment by the successor trustee as provided in Section 8.08. 

          Section 8.08 Successor Trustee. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee and the Servicer an instrument accepting such    
appointment hereunder and thereupon the resignation or removal of the           
predecessor trustee shall become effective and such successor trustee, without  
any further act, deed or conveyance, shall become fully vested with all the     
rights, powers, duties and obligations of its predecessor hereunder, with the   
like effect as if originally named as trustee herein. The Depositor, the        
Servicer and the predecessor trustee shall execute and deliver such instruments 
and do such other things as may reasonably be required for more fully and       
certainly vesting and confirming in the successor trustee all such rights,      
powers, duties, and obligations.                                                

         No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of its acceptance, the successor trustee is     
eligible under Section 8.06 and its appointment does not adversely affect the   
then current rating of the Certificates.                                        

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such    
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor     
trustee, the successor trustee shall cause such notice to be mailed at the      
expense of the Depositor.                                                       

            Section 8.09 Merger or Consolidation of the Trustee. Any corporation
into which the Trustee may be merged or converted or with which it may be       
consolidated or any corporation resulting from any merger, conversion or        
consolidation to which the Trustee shall be a party, or any corporation         
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder; provided, that such corporation shall be eligible under Section 8.06 
without the execution or filing of any paper or further act on the part of any  
of the parties hereto, anything herein to the contrary notwithstanding.         

   Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the    
purpose of meeting any legal requirements of any jurisdiction in which any part 
of the Trust Fund or property securing any Mortgage Note may at the time be     
located, the Servicer and the Trustee acting jointly shall have the power and   
shall execute and deliver all instruments to appoint one or more Persons        
approved by the Trustee to act as co-trustee or co-trustees jointly with the    
Trustee, or separate trustee or separate trustees, of all or any part of the    
Trust Fund, and to vest in such Person or Persons, in such capacity and for the 
benefit of the Certificateholders, such title to the Trust Fund or any part     
thereof, whichever is applicable, and, subject to the other provisions of this  
Section 8.10, such powers, duties, obligations, rights and trusts as the        
Servicer and the Trustee may consider appropriate. If the Servicer shall not    
have joined in such appointment within 15 days after the receipt by the Servicer
of a request to do so, or in the case an Event of Default shall have occurred   
and be continuing, the Trustee alone shall have the power to make such          
appointment. No co-trustee or separate trustee hereunder shall be required to   
meet the terms of eligibility as a successor trustee under Section 8.06 and no  
notice to Certificateholders of the appointment of any co-trustee or separate   
trustee shall be required under Section 8.08.                                   

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

      (a) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or imposed   
upon the Trustee, except for the obligation of the Trustee under this Agreement 
to advance funds on behalf of the Servicer, shall be conferred or imposed upon  
and exercised or performed by the Trustee and such separate trustee or          
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),   
except to the extent that under any law of any jurisdiction in which any        
particular act or acts are to be performed (whether as Trustee hereunder or as  
successor to the Servicer hereunder), the Trustee shall be incompetent or       
unqualified to perform such act or acts, in which event such rights, powers,    
duties and obligations (including the holding of title to the applicable Trust  
Fund or any portion thereof in any such jurisdiction) shall be exercised and    
performed singly by such separate trustee or co-trustee, but solely at the      
direction of the Trustee;                                                       

           (b) No trustee hereunder shall be held personally liable because of
any act or omission of any other trustee hereunder and such appointment shall   
not, and shall not be deemed to, constitute any such separate trustee or        
co-trustee as agent of the Trustee;                                             

           (c) The Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee; and                                         

        (d) The Trust Fund, and not the Trustee, shall be liable for the
payment of reasonable compensation, reimbursement and indemnification to any    
such separate trustee or co-trustee.                                            

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of them. Every instrument appointing any 
separate trustee or co-trustee shall refer to this Agreement and the conditions 
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance 
of the trusts conferred, shall be vested with the estates or property specified 
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,    
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every  
such instrument shall be filed with the Trustee and a copy thereof given to the 
Servicer and the Depositor.                                                     

           Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the    
extent not prohibited by law, to do any lawful act under or in respect of this  
Agreement on its behalf and in its name. If any separate trustee or co-trustee  
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the   
Trustee, to the extent permitted by law, without the appointment of a new or    
successor trustee.                                                              

     Section 8.11 Tax Matters. It is intended that the assets with
respect to which any REMIC election pertaining to the Trust Fund is to be made, 
as set forth in the Preliminary Statement, shall constitute, and that the       
conduct of matters relating to such assets shall be such as to qualify such     
assets as, a "real estate mortgage investment conduit" as defined in and in     
accordance with the REMIC Provisions. In furtherance of such intention, the     
Trustee covenants and agrees that it shall act as agent (and the Trustee is     
hereby appointed to act as agent) on behalf of each Trust REMIC described in the
Preliminary Statement and that in such capacity it shall:                       

            (a) prepare and file in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form   
adopted by the Internal Revenue Service) and prepare and file with the Internal 
Revenue Service and applicable state or local tax authorities income tax or     
information returns for each taxable year with respect to each Trust REMIC      
described in the Preliminary Statement containing such information and at the   
times and in the manner as may be required by the Code or state or local tax    
laws, regulations, or rules, and furnish to Certificateholders the schedules,   
statements or information at such times and in such manner as may be required   
thereby;                                                                        

          (b) within thirty days of the Closing Date, the Trustee will apply
for an employer identification number from the Internal Revenue Service via Form
SS-4 or any other acceptable method for all tax entities and shall also furnish 
to the Internal Revenue Service, on Form 8811 or as otherwise may be required by
the Code, the name, title, address, and telephone number of the person that the 
Holders of the Certificates may contact for tax information relating thereto,   
together with such additional information as may be required by such Form, and  
update such information at the time or times in the manner required by the Code;

            (c) make an election that each of Pooling-Tier REMIC-1, Pooling-Tier
REMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC, the Class M-8 REMIC, the   
Class B-1 REMIC, the Class B-2 REMIC and the Class X REMIC be treated as a REMIC
on the federal tax return for its first taxable year (and, if necessary, under  
applicable state law);                                                          

    (d) prepare and forward to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all          
information returns and reports as and when required to be provided to them in  
accordance with the REMIC Provisions, including the calculation of any original 
issue discount using the prepayment assumption (as described in the Prospectus  
Supplement);                                                                    

            (e) provide information necessary for the computation of tax imposed
on the Transfer of a Residual Certificate to a Person that is not a Permitted   
Transferee (a "Non-Permitted Transferee"), or an agent (including a broker,     
nominee or other middleman) of a Non-Permitted Transferee, or a pass-through    
entity in which a Non-Permitted Transferee is the record holder of an interest  
(the reasonable cost of computing and furnishing such information may be charged
to the Person liable for such tax);                                             

          (f) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are Outstanding so as
to maintain the status of each Trust REMIC as a REMIC under the REMIC           
Provisions;                                                                     

          (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any Trust    
REMIC created hereunder;                                                        

           (h) pay, from the sources specified in the second to last paragraph
of this Section 8.11, the amount of any federal or state tax, including         
prohibited transaction taxes as described below, imposed on each Trust REMIC    
before its termination when and as the same shall be due and payable (but such  
obligation shall not prevent the Trustee or any other appropriate Person from   
contesting any such tax in appropriate proceedings and shall not prevent the    
Trustee from withholding payment of such tax, if permitted by law, pending the  
outcome of such proceedings);                                                   

           (i) cause federal, state or local income tax or information returns
to be signed by the Trustee or such other Person as may be required to sign such
returns by the Code or state or local laws, regulations or rules; and           

            (j) maintain records relating to each of the Trust REMICs, including
the income, expenses, assets, and liabilities thereof on a calendar year basis  
and on the accrual method of accounting and the fair market value and adjusted  
basis of the assets determined at such intervals as may be required by the Code,
as may be necessary to prepare the foregoing returns, schedules, statements or  
information.                                                                    

      The Holder of the largest Percentage Interest of the Class R-3
Certificates shall act as Tax Matters Person for the Class M-8 REMIC, the Class 
B-1 REMIC, the Class B-2 REMIC and the Class X REMIC, and the holder of the     
largest Percentage Interest of the Class R-1 Certificates shall act as the Tax  
Matters Person for Pooling-Tier REMIC-2, the Lower-Tier REMIC and the Upper-Tier
REMIC, and the Holder of the largest Percentage Interest of the Class R-2       
Certificates shall act as Tax Matters Person for Pooling-Tier REMIC-1, in each  
case, within the meaning of Treasury Regulations Section 1.860F-4(d), and the   
Trustee is hereby designated as agent of such Certificateholders for such       
purpose (or if the Trustee is not so permitted, such Holder shall be the Tax    
Matters Person in accordance with the REMIC Provisions). In such capacity, the  
Trustee shall, as and when necessary and appropriate, represent any Trust REMIC 
in any administrative or judicial proceedings relating to an examination or     
audit by any governmental taxing authority, request an administrative adjustment
as to any taxable year of any Trust REMIC, enter into settlement agreements with
any governmental taxing agency, extend any statute of limitations relating to   
any tax item of any Trust REMIC, and otherwise act on behalf of each Trust REMIC
in relation to any tax matter or controversy involving it.                      

            The Trustee shall treat the rights of the Class P Certificateholders
to receive Prepayment Premiums, the rights of the Class X Certificateholders to 
receive amounts from the Excess Reserve Fund Account, the Supplemental Interest 
Trust (subject to the obligation to pay Basis Risk Carry Forward Amounts and,   
without duplication, Upper-Tier Carry Forward Amounts) and the rights of the    
LIBOR Certificateholders to receive Basis Risk Carry Forward Amounts and,       
without duplication, Upper-Tier Carry Forward Amounts as the beneficial         
ownership of interests in a grantor trust and not as obligations of any Trust   
REMIC created hereunder, for federal income tax purposes. The Trustee shall file
or cause to be filed with the Internal Revenue Service Form 1041 or such other  
form as may be applicable and shall furnish or cause to be furnished, to the    
Class P, Class X Certificateholders and the LIBOR Certificateholders, the       
respective amounts described above that are received, in the time or times and  
in the manner required by the Code.                                             

         To enable the Trustee to perform its duties under this Agreement,
the Depositor shall provide to the Trustee within ten days after the Closing    
Date all information or data that the Trustee requests in writing and determines
to be relevant for tax purposes to the valuations and offering prices of the    
Certificates, including the price, yield, prepayment assumption, and projected  
cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor  
shall provide information to the Trustee concerning the value, if any, to each  
Class of LIBOR Certificates of the right to receive Basis Risk Carry Forward    
Amounts from the Excess Reserve Fund Account and Basis Risk Carry Forward       
Amounts or Upper-Tier Carry Forward Amounts from the Supplemental Interest      
Trust. Thereafter, the Depositor shall provide to the Trustee promptly upon     
written request therefor any additional information or data that the Trustee    
may, from time to time, reasonably request to enable the Trustee to perform its 
duties under this Agreement; provided, however, that the Depositor shall not be 
required to provide any information regarding the Mortgage Loans after the      
Closing Date or any information that the Servicer is required to provide to the 
Trustee pursuant to this Agreement. The Depositor hereby indemnifies the Trustee
for any losses, liabilities, damages, claims, or expenses of the Trustee arising
from any errors or miscalculations of the Trustee that result from any failure  
of the Depositor to provide, pursuant to this paragraph, accurate information or
data to the Trustee on a timely basis.                                          

            The Trustee shall not (i) cause the creation of any interests in any
Trust REMIC other than the regular and residual interests set forth in the      
Preliminary Statement, (ii) receive any amount representing a fee or other      
compensation for services (except as otherwise permitted by this Agreement) or  
(iii) otherwise knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken) any action    
reasonably within its control and the scope of duties more specifically set     
forth herein, that, under the REMIC Provisions, if taken or not taken, as the   
case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii)
result in the imposition of a tax upon any Trust REMIC or the Trust Fund        
(including but not limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code, or the tax on "net income from foreclosure      
property") unless the Trustee receives an Opinion of Counsel (at the expense of 
the party seeking to take such action or, if such party fails to pay such       
expense, at the expense of the Trust Fund, but in no event at the expense of the
Trustee) to the effect that the contemplated action will not, with respect to   
the Trust Fund, result in the imposition of a tax upon any Trust REMIC created  
hereunder or endanger the status of any Trust REMIC.                            

       If any tax is imposed on "prohibited transactions" of any Trust
REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from     
foreclosure property" of the Pooling-Tier REMIC-1 as defined in Section 860G(c) 
of the Code, on any contribution to any Trust REMIC after the Start-up Day      
pursuant to Section 860G(d) of the Code, or any other tax is imposed, including,
if applicable, any minimum tax imposed on any Trust REMIC pursuant to Sections  
23153 and 24874 of the California Revenue and Taxation Code, if not paid as     
otherwise provided for herein, the tax shall be paid by (i) the Trustee if such 
tax arises out of or results from negligence of the Trustee in the performance  
of any of its obligations under this Agreement, (ii) the Servicer, in the case  
of any such minimum tax, and otherwise if such tax arises out of or results from
a breach by the Servicer of any of its obligations under this Agreement, (iii)  
the Purchaser if such tax arises out of or results from the Purchaser's         
obligation to repurchase a Mortgage Loan pursuant to the Representations and    
Warranties Agreement, or (iv) in all other cases, or if the Trustee, the        
Servicer or the Purchaser fails to honor its obligations under the preceding    
clause (i), (ii), or (iii), any such tax will be paid with amounts otherwise to 
be distributed to the Certificateholders, as provided in Section 4.02(a).       

          For as long as each Trust REMIC shall exist, the Trustee shall act
in accordance with this Agreement and shall comply with any directions of the   
Depositor or the Servicer as provided herein so as to assure such continuing    
treatment. The Trustee shall not (a) sell or permit the sale of all or any      
portion of the Mortgage Loans unless pursuant to a repurchase or substitution in
accordance with this Agreement, or of any investment of deposits in an Account, 
and (b) accept any contribution to any Trust REMIC after the Startup Day without
receipt of a REMIC Opinion.                                                     

       Section 8.12 Periodic Filings. (a) The Trustee and the Servicer
shall reasonably cooperate with the Depositor in connection with the Trust's    
satisfying the reporting requirements under the Exchange Act. The Trustee shall 
prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar     
securities as required by the Exchange Act and the Rules and Regulations of the 
Securities and Exchange Commission thereunder, and the Trustee shall sign and   
file (via the Securities and Exchange Commission's Electronic Data Gathering and
Retrieval System) such Forms on behalf of the Depositor, if an officer of the   
Depositor signs the Certification pursuant to paragraph (b) of this Section     
8.12, or otherwise on behalf of the Trust. In the event the Trustee is signing  
on behalf of the Depositor pursuant to the preceding sentence, the Depositor    
hereby grants to the Trustee a limited power of attorney to execute and file    
each such document on behalf of the Depositor. Such power of attorney shall     
continue until the earlier of either (i) receipt by the Trustee from the        
Depositor of written termination of such power of attorney and (ii) the         
termination of the Trust. Notwithstanding the foregoing, the Trustee shall      
prepare such Form 10-K to be signed by the Depositor and the Depositor shall    
sign such form unless the Securities and Exchange Commission has indicated that 
it will accept a Certification signed by the Depositor where the related Form   
10-K is signed by the Trustee on behalf of the Depositor.                       

            (b) The Depositor shall prepare or cause to be prepared and file the
current Report on Form 8-K attaching this Agreement as an exhibit and,          
thereafter, each Form 8-K shall be filed by the Trustee within 15 days after    
each Distribution Date, including a copy of the statement to the                
Certificateholders for such Distribution Date as an exhibit thereto. On or prior
to March 30th of each year (or such earlier date as may be required by the      
Exchange Act and the Rules and Regulations of the Securities and Exchange       
Commission), the Trustee shall file a Form 10-K, in substance as required by    
applicable law or applicable Securities and Exchange Commission staff's         
interpretations. Such Form 10-K shall include as exhibits the Servicer's annual 
statement of compliance described under Section 3.22 and the accountant's report
described under Section 3.23, in each case to the extent they have been timely  
delivered to the Trustee (and upon which the Trustee may rely in delivering its 
certification hereunder). If they are not so timely delivered, the Trustee shall
file an amended Form 10-K including such documents as exhibits reasonably       
promptly after they are delivered to the Trustee. The Trustee shall have no     
liability with respect to any failure to properly prepare or file such periodic 
reports resulting from or relating to the Trustee's inability or failure to     
obtain any information not resulting from its own negligence, willful misconduct
or bad faith. The Form 10-K shall also include a certification in the form      
attached hereto as Exhibit O (the "Certification"), which shall, except as      
described below, be signed by the senior officer of the Depositor in charge of  
securitization. Notwithstanding the foregoing, if it is determined by the       
Depositor that the Certification may be executed by multiple persons, the       
Trustee shall sign the Certification in respect of items 1 through 3 thereof and
the Servicer shall cause the senior officer in charge of servicing at the       
Servicer to sign the Certification in respect of items 4 and 5 thereof, and the 
Trustee may rely on the Certification signed by the Servicer to the same extent 
as provided in subsection (c) below.                                            

           (c) In the event the Certification is to be signed by an officer of
the Depositor, the Trustee shall sign a certification (in the form attached     
hereto as Exhibit P) for the benefit of the Depositor and its officers,         
directors and Affiliates in respect of items 1 through 3 of the Certification   
(provided, however, that the Trustee shall not undertake an analysis of the     
accountant's report attached as an exhibit to the Form 10-K), and the Servicer  
shall sign a certification (in the form attached hereto as Exhibit Q) for the   
benefit of the Depositor, the Trustee and their officers, directors and         
Affiliates in respect of items 4 and 5 of the Certification. Each such          
certification shall be delivered to the Depositor and the Trustee by March 20th 
of each year (or if not a Business Day, the immediately preceding Business Day).
The Certification attached hereto as Exhibit O shall be delivered to the Trustee
by March 25th for filing on or prior to March 30th of each year (or if not a    
Business Day, the immediately preceding Business Day). In addition, (i) the     
Trustee shall indemnify and hold harmless the Depositor and its officers,       
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments   
and other costs and expenses arising out of or based upon a breach of the       
Trustee's obligations under this Section 8.12(c) or the Trustee's negligence,   
bad faith or willful misconduct in connection therewith, and (ii) the Servicer  
shall indemnify and hold harmless the Depositor, the Trustee and their          
respective officers, directors, employees, agents and Affiliates from and       
against any losses, damages, penalties, fines, forfeitures, reasonable and      
necessary legal fees and related costs, judgments and other costs and expenses  
arising out of or based upon a breach of the Servicer's obligations under this  
Section 8.12(c) or the Servicer's negligence, bad faith or willful misconduct in
connection therewith. If the indemnification provided for herein is unavailable 
or insufficient to hold harmless the indemnified party, then (i) the Trustee    
agrees in connection with a breach of the Trustee's obligations under this      
Section 8.12(c) or the Trustee's negligence, bad faith or willful misconduct in 
connection therewith that it shall contribute to the amount paid or payable by  
the Depositor as a result of the losses, claims, damages or liabilities of the  
Depositor in such proportion as is appropriate to reflect the relative fault of 
the Depositor on the one hand and the Trustee on the other and (ii) the Servicer
agrees that it shall contribute to the amount paid or payable by the Depositor  
and/or the Trustee as a result of the losses, claims, damages or liabilities of 
the Depositor and/or the Trustee in such proportion as is appropriate to reflect
the relative fault of the Depositor or the Trustee, as the case may be, on the  
one hand and the Servicer on the other in connection with a breach of the       
Servicer's obligations under this Section 8.12(c) or the Servicer's negligence, 
bad faith or willful misconduct in connection therewith.                        

            (d) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver to the Depositor a copy of any such executed     
report, statement or information.                                               

         (e) Prior to January 30 of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall file a Form 15 Suspension 
Notification with respect to the Trust.                                         

       Section 8.13 Tax Treatment of Upper-Tier Carry Forward Amounts,
Basis Risk Carry Forward Amounts, the Supplemental Interest Trust and the       
Interest Rate Swap Agreement. The Trustee shall treat the rights that each Class
of LIBOR Certificates has to receive payments of Upper-Tier Carry Forward       
Amounts and, to the extent not paid from the Excess Reserve Fund Account, Basis 
Risk Carry Forward Amounts from the Supplemental Interest Trust (together with  
Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account) as rights
to receive payments under a limited recourse interest rate cap contract written 
by the Class X Certificateholders in favor of each such Class. Accordingly, each
Class of Certificates (excluding the Class X, Class P and Class R Certificates) 
will be comprised of two components - an Upper-Tier Regular Interest and an     
interest in an interest rate cap contract, and the Class X Certificate will be  
comprised of six components - three Class X REMIC Regular Interests (the Class X
Interest and the Class IO Interest), ownership of the Excess Reserve Fund       
Account, subject to an obligation to pay Basis Risk Carry Forward Amounts,      
ownership of the Supplemental Interest Trust and the Interest Rate Swap         
Agreement, subject to the obligation to pay Upper-Tier Carry Forward Amounts    
and, without duplication, Basis Risk Carry Forward Amounts, subject to an       
obligation to make payments required by Section 4.07 to the LIBOR               
Certificateholders. The Trustee shall allocate the issue price for a Class of   
LIBOR Certificates among the respective components for purposes of determining  
the issue price of the Upper-Tier Regular Interest component based on           
information received from the Depositor. Unless otherwise advised by the        
Depositor in writing, for federal income tax purposes, the Trustee is hereby    
directed to assign a value of zero to the right of each Holder of a LIBOR       
Certificate to receive the related Upper-Tier Carry Forward Amounts and, without
duplication, the related Basis Risk Carry Forward Amount for purposes of        
allocating the purchase price of an initial LIBOR Certificateholder between such
rights and the related Upper-Tier Regular Interest.                             

            Holders of LIBOR Certificates shall also be treated as having agreed
to pay, on each Distribution Date, to the Holders of the Class X Certificates an
aggregate amount equal to the excess, if any, of (i) Net Swap Payments and Swap 
Termination Payments (other than Defaulted Swap Termination Payments) over (ii) 
the sum of amounts payable on the Class X Interest available for such payments  
and amounts payable on the Class IO Interest (such excess, a "Class IO          
Shortfall"), first from interest and then from principal distributable on the   
LIBOR Certificates. A Class IO Shortfall payable from interest collections shall
be allocated pro rata among such LIBOR Certificates based on the amount of      
interest otherwise payable to such Class of LIBOR Certificates, and a Class IO  
Shortfall payable from principal collections shall be allocated in reverse      
sequential order beginning with the most subordinate Class of LIBOR Certificates
then Outstanding.                                                               

    Any payments of Class IO Shortfalls shall be treated for tax
purposes as having been received by the Holders of such Class of LIBOR          
Certificates in respect of the corresponding Upper-Tier Regular Interest and as 
having been paid by such Holders to the Holders of the Class X Certificates     
through the Supplemental Interest Trust.                                        

        Section 8.14 Custodial Responsibilities. (a) The Custodian shall
provide access to the Mortgage Loan Documents in possession of the Custodian    
regarding the related Mortgage Loans and REO Property and the servicing thereof 
to the Trustee, the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior    
written request and during normal business hours at the office of the Custodian.
The Custodian shall allow representatives of the above entities to photocopy any
of the records and documentation and shall provide equipment for that purpose at
the expense of the person requesting such access.                               

           (b) The Custodian may resign from its obligations hereunder upon 60
days' prior written notice to the Trustee, the Depositor and the Servicer. Such 
resignation shall take effect upon (i) the appointment of a successor Custodian 
reasonably acceptable to the Depositor within such 60 day period; and (ii)      
delivery of all Mortgage Loan Files to the successor Custodian. The Trustee     
shall have the right, but not the obligation, to become the successor Custodian.
If no successor Custodian is appointed within 60 days after written notice of   
the Custodian's resignation is received by the Trustee, the Custodian may       
petition a court of competent jurisdiction to appoint a successor Custodian.    

         Upon such resignation and appointment of successor Custodian, the
Custodian shall, at the Custodian's expense, promptly transfer to the successor 
Custodian, as directed in writing by the Trustee, all applicable Mortgage Files 
being administered under this Agreement. Notwithstanding the foregoing, the     
Trust Fund, not the Custodian, shall bear the costs relating to the transfer of 
Mortgage Files if the Custodian shall resign with cause (including the          
Custodian's resignation due to the failure of the Custodian to be paid all fees 
due to such Custodian hereunder).                                               

Section 8.15 Limitations on Custodial Responsibilities. 

          (a) The Custodian shall be under no duty or obligation to inspect,
review or examine the Mortgage Files to determine that the contents thereof are 
appropriate for the represented purpose or that they have been actually recorded
or that they are other than what they purport to be on their face.              

          (b) The Custodian shall not be responsible for preparing or filing
any reports or returns relating to federal, state or local income taxes with    
respect to this Agreement, other than for the Custodian's compensation or for   
reimbursement of expenses.                                                      

           (c) The Custodian shall not be responsible or liable for, and makes
no representation or warranty with respect to, the validity, adequacy or        
perfection or any lien upon or security interest in any Mortgage File.          

          (d) The duties and obligations of the Custodian shall only be such
as are expressly set forth in this Agreement or as set forth in a written       
amendment to this Agreement executed by the parties hereto or their successors  
and assigns. In the event that any provision of this Agreement implies or       
requires that action or forbearance be taken by a party, but is silent as to    
which party has the duty to act or refrain from acting, the parties agree that  
the Custodian shall not be the party required to take the action or refrain from
acting. In no event shall the Custodian have any responsibility to ascertain or 
take action except as expressly provided herein.                                

    (e) The Custodian makes no representations and shall have no
responsibilities (except as expressly set forth herein) as to the validity,     
sufficiency, value, genuineness, ownership or transferability of any of the     
Conduit Mortgage Loans, and shall not be required to and shall not make any     
representations as to the validity, value or genuineness of the Conduit Mortgage
Loans.                                                                          

           (f) The Custodian shall not be liable for any error of judgment, or
for any act done or step taken or omitted by it, in good faith, or for any      
mistake of fact or law, or for anything that it may do or refrain from doing in 
connection therewith, except in the case of its negligent performance or        
omission or its bad faith or willful misfeasance.                               

    (g) The Custodian shall not be responsible to verify (i) the
validity, legality, enforceability, sufficiency, due authorization or           
genuineness of any document in the Mortgage File or of any Conduit Mortgage     
Loans or (ii) the collectability, insurability, effectiveness including the     
authority or capacity of any Person to execute or issue any document in the     
Mortgage File, or suitability of any Conduit Mortgage Loans unless specified    
otherwise in this Agreement.                                                    

           (h) The Custodian shall have no obligation to verify the receipt of
any such documents the existence of which was not made known to the Custodian by
receipt of the Mortgage File.                                                   

           (i) The Custodian shall have no obligation to determine whether the
recordation of any document is necessary.                                       

         (j) In no event shall the Custodian or its directors, affiliates,
officers, agents, and employees be held liable for any special, indirect or     
consequential damages resulting from any action taken or omitted to be taken by 
it or them hereunder or in connection herewith even if advised of the           
possibility of such damages.                                                    

(k) Any Person into which the Custodian may be merged or
consolidated, or any Person resulting from any merger or consolidation to which 
the Custodian shall be a party, or any person succeeding to the business of the 
Custodian, shall be the successor of the Custodian hereunder without the        
execution or filing of any paper or any further act on the part of any of the   
parties hereto anything herein to the contrary notwithstanding.                 

ARTICLE IX

 TERMINATION

    Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Sections 9.02 and 9.03, the obligations and          
responsibilities of the Depositor, the Servicer and the Trustee created hereby  
with respect to the Trust Fund shall terminate upon the earlier of (a) the      
purchase, on the Optional Termination Date, by Litton of all Mortgage Loans (and
REO Properties) at the price equal to the sum of (i) 100% of the unpaid         
principal balance of each Mortgage Loan (other than in respect of REO Property) 
plus accrued and unpaid interest thereon at the applicable Mortgage Interest    
Rate, (ii) the lesser of (x) the appraised value of any REO Property as         
determined by an independent appraiser selected by the Person electing to       
terminate the Trust Fund, at the expense of such Person, plus accrued and unpaid
interest on the related Mortgage Loan at the applicable Mortgage Interest Rates 
and (y) the unpaid principal balance of each Mortgage Loan related to any REO   
Property, in each case plus accrued and unpaid interest thereon at the          
applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed  
to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant  
to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of 
(i) the maturity or other Liquidation Event (or any Advance with respect        
thereto) of the last Mortgage Loan remaining in the Trust Fund and the          
disposition of all REO Property and (ii) the distribution to Certificateholders 
of all amounts required to be distributed to them pursuant to this Agreement. In
no event shall the trusts created hereby continue beyond the expiration of 21   
years from the death of the survivor of the descendants of Joseph P. Kennedy,   
the late Ambassador of the United States to the Court of St. James's, living on 
the date hereof.                                                                

      Section 9.02 Final Distribution on the Certificates. If on any
Remittance Date, the Servicer notifies the Trustee in writing that there are no 
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other 
than the funds in the Collection Account, the Servicer shall direct the Trustee 
promptly to send a Notice of Final Distribution to each Certificateholder and   
the Swap Provider. If Litton elects to terminate the Trust Fund pursuant to     
clause (a) of Section 9.01, by the 25th day of the month preceding the month of 
the final distribution, the Person electing to terminate the Trust Fund shall   
notify the Depositor and the Trustee in writing of the date the electing Person 
intends to terminate the Trust Fund and of the applicable Termination Price of  
the Mortgage Loans and REO Properties.                                          

           A Notice of Final Distribution, specifying the Distribution Date on
which Certificateholders may surrender their Certificates for payment of the    
final distribution and cancellation, shall be given promptly by the Trustee by  
letter to Certificateholders mailed not later than the 15th day of the month of 
such final distribution. Any such Notice of Final Distribution shall specify (a)
the Distribution Date upon which final distribution on the Certificates will be 
made upon presentation and surrender of Certificates at the office therein      
designated, (b) the amount of such final distribution, (c) the location of the  
office or agency at which such presentation and surrender must be made, and (d) 
that the Record Date otherwise applicable to such Distribution Date is not      
applicable, distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Trustee will give such Notice 
of Final Distribution to each Rating Agency at the time such Notice of Final    
Distribution is given to Certificateholders.                                    

    In the event such Notice of Final Distribution is given, the
Servicer shall promptly deposit such funds in the applicable Collection Account.
During the time such funds are held in such Collection Account, such funds shall
be invested, at the direction of the Servicer, in Permitted Investments, and the
Servicer shall be entitled to all income from such investments, and shall be    
responsible for all losses from such investments. In connection with any such   
termination of the Trust Fund, the Servicer shall cause all funds in the        
Collection Account, including the applicable Termination Price for the Mortgage 
Loans and REO Properties to be remitted to the Trustee for deposit in the       
Distribution Account on the Business Day prior to the applicable Distribution   
Date. Upon such final deposit with respect to the Trust Fund and the receipt by 
the Custodian of a Request for Release therefor, the Custodian, shall promptly  
release to the Servicer, or its designee, the Custodial Files for the Mortgage  
Loans.                                                                          

        Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class (after    
reimbursement of all amounts due to the Servicer (including all unreimbursed    
Advances and any Servicing Fees accrued and unpaid as of the date the           
Termination Price is paid), the Depositor and the Trustee hereunder), in each   
case on the final Distribution Date and in the order set forth in Section 4.02, 
in proportion to their respective Percentage Interests, with respect to         
Certificateholders of the same Class, an amount up to an amount equal to (i) as 
to each Class of Regular Certificates (except the Class X Certificates), the    
Certificate Balance thereof plus for each such Class and the Class X            
Certificates accrued interest thereon in the case of an interest bearing        
Certificate and all other amounts to which such Classes are entitled pursuant to
Section 4.02, (ii) as to the Residual Certificates, the amount, if any, which   
remains on deposit in the Distribution Account (other than the amounts retained 
to meet claims) after application pursuant to clause (i) above.                 

   In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date        
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their           
Certificates for cancellation and receive the final distribution with respect   
thereto. If within six months after the second notice all the applicable        
Certificates shall not have been surrendered for cancellation, the Trustee may  
take appropriate steps, or may appoint an agent to take appropriate steps, to   
contact the remaining Certificateholders concerning surrender of their          
Certificates, and the cost thereof shall be paid out of the funds and other     
assets which remain a part of the Trust Fund. If within one year after the      
second notice all Certificates shall not have been surrendered for cancellation,
the Class R Certificateholders shall be entitled to all unclaimed funds and     
other assets of the Trust Fund which remain subject hereto.                     

        Section 9.03 Additional Termination Requirements. In the event a
Person elects to terminate the Trust Fund as provided in Section 9.01, the Trust
Fund shall be terminated in accordance with the following additional            
requirements, unless the Trustee has been supplied with an Opinion of Counsel,  
at the expense of the electing Person, to the effect that the failure to comply 
with the requirements of this Section 9.03 will not (i) result in the imposition
of taxes on "prohibited transactions" on any Trust REMIC as defined in Section  
860F of the Code, or (ii) cause any Trust REMIC to fail to qualify as a REMIC at
any time that any Certificates are Outstanding:                                 

         (a) The Trustee shall sell all of the assets of the Trust Fund to
the Person electing to terminate the Trust Fund, or its designee, and, within 90
days of such sale, shall distribute to the Certificateholders the proceeds of   
such sale in complete liquidation of each of the Trust REMICs; and              

            (b) The Trustee shall attach a statement to the final federal income
tax return for each of the Trust REMICs stating that pursuant to Treasury       
Regulations Section 1.860F-1, the first day of the 90 day liquidation period for
each such Trust REMIC was the date on which the Trustee sold the assets of the  
Trust Fund to the electing Person.                                              

ARTICLE X 

MISCELLANEOUS PROVISIONS

           Section 10.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer, the Custodian and the Trustee without the  
consent of any of the Certificateholders (i) to cure any ambiguity or mistake,  
(ii) to correct any defective provision herein or to supplement any provision   
herein which may be inconsistent with any other provision herein, (iii) to add  
to the duties of the Depositor, the Custodian or the Servicer, (iv) to add any  
other provisions with respect to matters or questions arising hereunder or (v)  
to modify, alter, amend, add to or rescind any of the terms or provisions       
contained in this Agreement; provided, that any action pursuant to clause (iv)  
or (v) above shall not, as evidenced by an Opinion of Counsel (which Opinion of 
Counsel shall not be an expense of the Trustee or the Trust Fund), adversely    
affect in any material respect the interests of any Certificateholder; provided,
further, that the amendment shall not be deemed to adversely affect in any      
material respect the interests of the Certificateholders if the Person          
requesting the amendment obtains a letter from each Rating Agency stating that  
the amendment would not result in the downgrading or withdrawal of the          
respective ratings then assigned to the Certificates; it being understood and   
agreed that any such letter in and of itself will not represent a determination 
as to the materiality of any such amendment and will represent a determination  
only as to the credit issues affecting any such rating. The Custodian, the      
Trustee, the Depositor and the Servicer also may at any time and from time to   
time amend this Agreement, but without the consent of the Certificateholders to 
modify, eliminate or add to any of its provisions to such extent as shall be    
necessary or helpful to (i) maintain the qualification of each Trust REMIC under
the REMIC Provisions, (ii) avoid or minimize the risk of the imposition of any  
tax on any Trust REMIC pursuant to the Code that would be a claim at any time   
prior to the final redemption of the Certificates or (iii) comply with any other
requirements of the Code; provided, that the Trustee has been provided an       
Opinion of Counsel, which opinion shall be an expense of the party requesting   
such opinion but in any case shall not be an expense of the Trustee or the Trust
Fund, to the effect that such action is necessary or helpful to, as applicable, 
(i) maintain such qualification, (ii) avoid or minimize the risk of the         
imposition of such a tax or (iii) comply with any such requirements of the Code.

   This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Custodian and the Trustee with the consent of the  
Holders of Certificates evidencing Percentage Interests aggregating not less    
than 66(2)/3% of each Class of Certificates affected thereby for the purpose of 
adding any provisions to or changing in any manner or eliminating any of the    
provisions of this Agreement or of modifying in any manner the rights of the    
Holders of Certificates; provided, however, that no such amendment shall (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 such     
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), without the consent of the Holders of Certificates of such Class    
evidencing, as to such Class, Percentage Interests aggregating not less than    
66(2)/3%, or (iii) reduce the aforesaid percentages of Certificates the Holders 
of which are required to consent to any such amendment, without the consent of  
the Holders of all such Certificates then Outstanding.                          

     Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless (i) it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, to the effect that such amendment will not    
cause the imposition of any tax on any Trust REMIC or the Certificateholders or 
cause any Trust REMIC to fail to qualify as a REMIC or the grantor trust to fail
to qualify as a grantor trust at any time that any Certificates are Outstanding 
and (ii) the party seeking such amendment shall have provided written notice to 
the Rating Agencies (with a copy of such notice to the Trustee) of such         
amendment, stating the provisions of the Agreement to be amended.               

            Notwithstanding the foregoing provisions of this Section 10.01, with
respect to any amendment that significantly modifies the permitted activities of
the Trustee or the Servicer, any Certificate beneficially owned by the Depositor
or any of its Affiliates shall be deemed not to be Outstanding (and shall not be
considered when determining the percentage of Certificateholders consenting or  
when calculating the total number of Certificates entitled to consent) for      
purposes of determining if the requisite consents of Certificateholders under   
this Section 10.01 have been obtained.                                          

       Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written  
notification of the substance or a copy of such amendment to each               
Certificateholder and each Rating Agency.                                       

       It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed         
amendment, but it shall be sufficient if such consent shall approve the         
substance thereof. The manner of obtaining such consents and of evidencing the  
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.                       

            Nothing in this Agreement shall require the Trustee to enter into an
amendment which modifies its obligations or liabilities without its consent and 
in all cases without receiving an Opinion of Counsel (which Opinion shall not be
an expense of the Trustee or the Trust Fund), satisfactory to the Trustee that  
(i) such amendment is permitted and is not prohibited by this Agreement and that
all requirements for amending this Agreement have been complied with; and (ii)  
either (A) the amendment does not adversely affect in any material respect the  
interests of any Certificateholder or (B) the conclusion set forth in the       
immediately preceding clause (A) is not required to be reached pursuant to this 
Section 10.01.                                                                  

            Section 10.02 Recordation of Agreement; Counterparts. This Agreement
is subject to recordation in all appropriate public offices for real property   
records in all the counties or other comparable jurisdictions in which any or   
all of the properties subject to the Mortgages are situated, and in any other   
appropriate public recording office or elsewhere, such recordation to be        
effected by the Depositor at the expense of the Trust, but only upon receipt of 
an Opinion of Counsel to the effect that such recordation materially and        
beneficially affects the interests of the Certificateholders.                   

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed          
simultaneously in any number of counterparts, each of which counterparts shall  
be deemed to be an original, and such counterparts shall constitute but one and 
the same instrument.                                                            

         Section 10.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK   
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND  
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE              
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.            

           Section 10.04 Intention of Parties. It is the express intent of the
parties hereto that the conveyance (i) of the Mortgage Loans by the Depositor   
and (ii) of the Trust Fund by the Depositor to the Trustee each be, and be      
construed as, an absolute sale thereof. It is, further, not the intention of the
parties that such conveyances be deemed a pledge thereof. However, in the event 
that, notwithstanding the intent of the parties, such assets are held to be the 
property of the Depositor, as the case may be, or if for any other reason this  
Agreement is held or deemed to create a security interest in either such assets,
then (i) this Agreement shall be deemed to be a security agreement within the   
meaning of the Uniform Commercial Code of the State of New York and (ii) the    
conveyances provided for in this Agreement shall be deemed to be an assignment  
and a grant by the Depositor to the Trustee, for the benefit of the             
Certificateholders, of a security interest in all of the assets transferred,    
whether now owned or hereafter acquired.                                        

           The Depositor, for the benefit of the Certificateholders, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in  
the Trust Fund, such security interest would be deemed to be a perfected        
security interest of first priority under applicable law and will be maintained 
as such throughout the term of the Agreement.                                   

           Section 10.05 Notices. (a) The Trustee shall provide notice to each
Rating Agency with respect to each of the following of which it has actual      
knowledge:                                                                      

1. Any material change or amendment to this Agreement;  

          2. The occurrence of any Event of Default that has not been cured;

            3. The resignation or termination of the Servicer or the Trustee and
the appointment of any successor;                                               

       4. The repurchase or substitution of Mortgage Loans pursuant to
Sections 2.03, 2.07 or 3.28; and                                                

5. The final payment to Certificateholders.             

          (b) In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following:                                                 

       1. Each report to Certificateholders described in Section 4.03.

          2. Any notice of a purchase of a Mortgage Loan pursuant to Section
3.28.                                                                           

         All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor, to GS Mortgage Securities Corp., 85 Broad Street, New York, New  
York 10004, Attention: Principal Finance Group/Christopher M. Gething and Asset 
Management Group/Senior Asset Manager (and, in the case of the Officer's        
Certificate delivered pursuant to Section 3.22, to PricewaterhouseCoopers LLP,  
222 Lakeview Avenue, Suite 360, West Palm Beach, Florida 33401, Attention:      
Jonathan Collman), or such other address as may be hereafter furnished to the   
Trustee and the Servicer by the Depositor in writing; (b) in the case of Litton,
Litton Loan Servicing LP, 4828 Loop Central Drive, Houston, Texas 77081,        
Attention: Janice McClure or such other address as may be hereafter furnished to
the Depositor, the Custodian, and the Trustee by Litton in writing; (c) in the  
case of J.P. Morgan Trust Company, to J.P. Morgan Trust Company, National       
Association, 2220 Chemsearch Boulevard, Suite 150, Irving, Texas 75062,         
Attention: Custody Manager, or such other address as may be hereafter furnished 
to the Depositor, the Servicer and the Trustee in writing; (d) in the case of   
the Trustee, to the Corporate Trust Office, Deutsche Bank National Trust        
Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934,          
Attention: Trust Administration - GS05H5, or such other address as may be       
hereafter furnished to the Depositor and the Servicer in writing; and (e) in the
case of each of the Rating Agencies, the address specified therefor in the      
definition corresponding to the name of such Rating Agency. Notices to          
Certificateholders shall be deemed given when mailed, first class postage       
prepaid, to their respective addresses appearing in the Certificate Register.   

           Section 10.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any   
reason whatsoever held invalid, then such covenants, agreements, provisions or  
terms shall be deemed severable from the remaining covenants, agreements,       
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates 
or the rights of the Holders thereof.                                           

           Section 10.07 Assignment; Sales; Advance Facilities. (a) A Servicer
is hereby authorized to enter into a financing or other facility (any such      
arrangement, an "Advance Facility"), the documentation for which complies with  
Section 10.07(e) below, under which (1) such Servicer assigns or pledges its    
rights under this Agreement to be reimbursed for any or all Advances to (i) a   
Person, which may be a special-purpose bankruptcy-remote entity (an "SPV"), (ii)
a Person, which may simultaneously assign or pledge such rights to an SPV or    
(iii) a lender (a "Lender"), which, in the case of any Person or SPV of the type
described in either of the preceding clauses (i) or (ii), may directly or       
through other assignees and/or pledgees, assign or pledge such rights to a      
Person, which may include a trustee acting on behalf of holders of debt         
instruments (any such Person or any such Lender, an "Advance Financing Person"),
and/or (2) an Advance Financing Person agrees to fund all the Advances required 
to be made by such Servicer pursuant to this Agreement. No consent of the       
Trustee, Certificateholders or any other party shall be required before a       
Servicer may enter into an Advance Facility nor shall the Trustee or the        
Certificateholders be a third party beneficiary of any obligation of an Advance 
Financing Person to a Servicer. Notwithstanding the existence of any Advance    
Facility under which an Advance Financing Person agrees to fund Advances, (A)   
the Servicer (i) shall remain obligated pursuant to this Agreement to make      
Advances pursuant to and as required by this Agreement and (ii) shall not be    
relieved of such obligations by virtue of such Advance Facility and (B) neither 
the Advance Financing Person nor any Servicer's Assignee (as hereinafter        
defined) shall have any right to proceed against or otherwise contact any       
Mortgagor for the purpose of collecting any payment that may be due with respect
to any related Mortgage Loan or enforcing any covenant of such Mortgagor under  
the related Mortgage Loan documents.                                            

            (b) If a Servicer enters into an Advance Facility, such Servicer and
the related Advance Financing Person shall deliver to the Trustee at the address
set forth in Section 10.05 hereof a written notice (an "Advance Facility        
Notice"), stating (a) the identity of the Advance Financing Person and (b) the  
identity of the Person (the "Servicer's Assignee") that will, subject to Section
10.07(c) hereof, have the right to make withdrawals from the Collection Account 
pursuant to Section 3.11 hereof to reimburse previously unreimbursed Advances   
("Advance Reimbursement Amounts"). Advance Reimbursement Amounts (i) shall      
consist solely of amounts in respect of Advances for which such Servicer would  
be permitted to reimburse itself in accordance with Section 3.11 hereof,        
assuming such Servicer had made the related Advance(s) and (ii) shall not       
consist of amounts payable to a successor Servicer in accordance with Section   
3.11 hereof to the extent permitted under Section 10.07(e) below.               

   (c) Notwithstanding the existence of an Advance Facility, a
Servicer, on behalf of the Advance Financing Person and the Servicer's Assignee,
shall be entitled to receive reimbursements of Advances in accordance with      
Section 3.11 hereof, which entitlement may be terminated by the Advance         
Financing Person pursuant to a written notice to the Trustee in the manner set  
forth in Section 10.05 hereof. Upon receipt of such written notice, the Servicer
shall no longer be entitled to receive reimbursement for any Advance            
Reimbursement Amounts and the Servicer's Assignee shall immediately have the    
right to receive from the Collection Account all Advance Reimbursement Amounts. 
Notwithstanding the foregoing, and for the avoidance of doubt, (i) a Servicer   
and/or the Servicer's Assignee shall only be entitled to reimbursement of       
Advance Reimbursement Amounts hereunder from withdrawals from the Collection    
Account pursuant to Section 3.11 of this Agreement and shall not otherwise be   
entitled to make withdrawals of, or receive, amounts that shall be deposited in 
the Distribution Account pursuant to Sections 3.11(a)(i) and 3.27(b) hereof, and
(ii) none of the Trustee or the Certificateholders shall have any right to, or  
otherwise be entitled to, receive any Advance Reimbursement Amounts to which the
Servicer or Servicer's Assignee, as applicable, shall be entitled pursuant to   
Section 3.11 hereof. An Advance Facility may be terminated by the joint written 
direction of the Servicer and the related Advance Financing Person. Written     
notice of such termination shall be delivered to the Trustee in the manner set  
forth in Section 10.05 hereof. None of the Depositor or the Trustee shall, as a 
result of the existence of any Advance Facility, have any additional duty or    
liability with respect to the calculation or payment of any Advance             
Reimbursement Amount, nor, as a result of the existence of any Advance Facility,
shall the Depositor or the Trustee have any additional responsibility to track  
or monitor the administration of the Advance Facility or the payment of Advance 
Reimbursement Amounts to the Servicer's Assignee. The Servicer shall indemnify  
the Depositor, the Trustee, any successor Servicer and the Trust Fund for any   
claim, loss, liability or damage resulting from any claim by the related Advance
Financing Person, except to the extent that such claim, loss, liability or      
damage resulted from or arose out of negligence, recklessness or willful        
misconduct on the part of the Depositor, the Trustee or any successor Servicer, 
as the case may be, or failure by the successor Servicer or the Trustee, as the 
case may be, to remit funds as required by this Agreement. The Servicer shall   
maintain and provide to any successor Servicer and, upon request, the Trustee a 
detailed accounting on a loan-by-loan basis as to amounts advanced by, pledged  
or assigned to, and reimbursed to any Advance Financing Person. The successor   
Servicer shall be entitled to rely on any such information provided by the      
predecessor Servicer, and the successor Servicer shall not be liable for any    
errors in such information.                                                     

            (d) An Advance Financing Person who receives an assignment or pledge
of rights to receive Advance Reimbursement Amounts and/or whose obligations are 
limited to the funding of Advances pursuant to an Advance Facility shall not be 
required to meet the criteria for qualification as a Subservicer.               

       (e) As between a predecessor Servicer and its Advance Financing
Person, on the one hand, and a successor Servicer and its Advance Financing     
Person, if any, on the other hand, Advance Reimbursement Amounts on a           
loan-by-loan basis with respect to each Mortgage Loan as to which an Advance    
shall have been made and be outstanding shall be allocated on a "first-in, first
out" basis. In the event the Servicer's Assignee shall have received some or all
of an Advance Reimbursement Amount related to Advances that were made by a      
Person other than such predecessor Servicer or its related Advance Financing    
Person in error, then such Servicer's Assignee shall be required to remit any   
portion of such Advance Reimbursement Amount to each Person entitled to such    
portion of such Advance Reimbursement Amount. Without limiting the generality of
the foregoing, the Servicer shall remain entitled to be reimbursed by the       
Advance Financing Person for all Advances funded by the Servicer to the extent  
the related Advance Reimbursement Amounts have not been assigned or pledged to  
such Advance Financing Person or Servicer's Assignee.                           

          (f) For purposes of any Officer's Certificate of the Servicer made
pursuant to Section 4.01(d), any Nonrecoverable P&I Advance or Nonrecoverable   
Servicing Advance referred to therein may have been made by such Servicer or any
predecessor Servicer. In making its determination that any Advance or Servicing 
Advance theretofore made has become a Nonrecoverable P&I Advance or             
Nonrecoverable Servicing Advance, the Servicer shall apply the same criteria in 
making such determination regardless of whether such Advance or Servicing       
Advance shall have been made by the Servicer or any predecessor Servicer.       

            (g) Any amendment to this Section 10.07 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an   
Advance Facility as described generally in this Section 10.07, including        
amendments to add provisions relating to a successor Servicer, may be entered   
into by the Trustee, the Depositor and the Servicer without the consent of any  
Certificateholder, provided such amendment complies with Section 10.01 hereof.  
All reasonable costs and expenses (including attorneys' fees) of each party     
hereto of any such amendment shall be borne solely by the Servicer. The parties 
hereto hereby acknowledge and agree that: (a) the Advances financed by and/or   
pledged to an Advance Financing Person under any Advance Facility are           
obligations owed to the Servicer payable only from the cash flows and proceeds  
received under this Agreement for reimbursement of Advances only to the extent  
provided herein, and the Trustee and the Trust are not, as a result of the      
existence of any Advance Facility, obligated or liable to repay any Advances    
financed by the Advance Financing Person; (b) the Servicer will be responsible  
for remitting to the Advance Financing Person the applicable amounts collected  
by it as reimbursement for Advances funded by the Advance Financing Person,     
subject to the provisions of this Agreement; and (c) the Trustee shall not have 
any responsibility to track or monitor the administration of the financing      
arrangement between the Servicer and any Advance Financing Person.              

           Section 10.08 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this      
Agreement or the trust created hereby, nor entitle such Certificateholder's     
legal representative or heirs to claim an accounting or to take any action or   
commence any proceeding in any court for a petition or winding up of the trust  
created hereby, or otherwise affect the rights, obligations and liabilities of  
the parties hereto or any of them.                                              

    No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything 
herein set forth or contained in the terms of the Certificates be construed so  
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement      
pursuant to any provision hereof.                                               

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or     
proceeding in equity or at law upon or under or with respect to this Agreement, 
unless such Holder previously shall have given to the Trustee a written notice  
of an Event of Default and of the continuance thereof, as herein provided, and  
unless the Holders of Certificates evidencing not less than 25% of the Voting   
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee 
hereunder and shall have offered to the Trustee such reasonable indemnity as it 
may require against the costs, expenses, and liabilities to be incurred therein 
or thereby, and the Trustee, for 60 days after its receipt of such notice,      
request and offer of indemnity shall have neglected or refused to institute any 
such action, suit or proceeding; it being understood and intended, and being    
expressly covenanted by each Certificateholder with every other                 
Certificateholder and the Trustee, that no one or more Holders of Certificates  
shall have any right in any manner whatever by virtue or by availing itself or  
themselves of any provisions of this Agreement to affect, disturb or prejudice  
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the    
common benefit of all Certificateholders. For the protection and enforcement of 
the provisions of this Section 10.08, each and every Certificateholder and the  
Trustee shall be entitled to such relief as can be given either at law or in    
equity.                                                                         

           Section 10.09 Inspection and Audit Rights. The Servicer agrees that
on reasonable prior notice, it will permit any representative of the Depositor  
or the Trustee during the Servicer's normal business hours, to examine all the  
books of account, records, reports and other papers of the Servicer relating to 
the applicable Mortgage Loans, to make copies and extracts therefrom, to cause  
such books to be audited by independent certified public accountants selected by
the Depositor or the Trustee and to discuss its affairs, finances and accounts  
relating to such Mortgage Loans with its officers, employees and independent    
public accountants (and by this provision the Servicer hereby authorizes said   
accountants to discuss with such representative such affairs, finances and      
accounts), all at such reasonable times and as often as may be reasonably       
requested. Any reasonable out-of-pocket expense of the Servicer incident to the 
exercise by the Depositor, or the Trustee of any right under this Section 10.09 
shall be borne by the party making the request (except in the case of requests  
made by the Trustee, such expenses shall be borne by the Servicer). The Servicer
may impose commercially reasonable restrictions on dissemination of information 
the Servicer defines as confidential.                                           

       Nothing in this Section 10.09 shall limit the obligation of the
Servicer to observe any applicable law prohibiting disclosure of information    
regarding the Mortgagors and the failure of the Servicer to provide access as   
provided in this Section 10.09 as a result of such obligation shall not         
constitute a breach of this Section. Nothing in this Section 10.09 shall require
the Servicer to collect, create, collate or otherwise generate any information  
that it does not generate in its usual course of business. The Servicer shall   
not be required to make copies of or to ship documents to any Person who is not 
a party to this Agreement, and then only if provisions have been made for the   
reimbursement of the costs thereof.                                             

          Section 10.10 Certificates Nonassessable and Fully Paid. It is the
intention of the Depositor that Certificateholders shall not be personally      
liable for obligations of the Trust Fund, that the interests in the Trust Fund  
represented by the Certificates shall be nonassessable for any reason           
whatsoever, and that the Certificates, upon due authentication thereof by the   
Trustee pursuant to this Agreement, are and shall be deemed fully paid.         

        Section 10.11 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW)
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR        
RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED      
BEFORE A JUDGE SITTING WITHOUT A JURY.                                          

     Section 10.12 Limitation of Damages. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE      
LIABLE TO ANY OTHER PARTY FOR ANY PUNITIVE DAMAGES WHATSOEVER, WHETHER IN       
CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL  
OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE    
APPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS MADE AGAINST A PARTY.             

          Section 10.13 Rights of the Swap Provider. The Swap Provider shall
be deemed a third-party beneficiary of this Agreement to the same extent as if  
it were a party hereto and shall have the right to enforce its rights under this
Agreement.                                                                      

           Section 10.14 No Solicitation. From and after the Closing Date, the
Servicer agrees that it will not take any action or permit or cause any action  
to be taken by any of its agents or Affiliates, or by any independent           
contractors or independent mortgage brokerage companies on its behalf, to       
personally, by telephone, mail or electronic mail, specifically target through  
direct solicitations, the Mortgagors under the Mortgage Loans for the purpose of
refinancing such Mortgage Loans; provided, however, that the Servicer may       
solicit any it is understood and agreed that promotions undertaken by the       
Servicer or any of its Affiliates which (i) concern optional insurance products 
(excluding single premium insurance) or other financial products or services    
(excluding any mortgage related products such as home equity lines of credit and
second mortgage products), or (ii) are directed to the general public at large  
or certain segments thereof exclusive of the Mortgagors as a targeted group and,
including mass mailings based on commercially acquired mailing lists, newspaper,
radio and television advertisements shall not constitute solicitation under this
Section 10.14, nor is the Servicer prohibited from responding to unsolicited    
requests or inquiries made by a Mortgagor or his or her agent.                  

 * * * * * * *

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         IN WITNESS WHEREOF, the Depositor, the Trustee, the Custodian and
the Servicer have caused their names to be signed hereto by their respective    
officers thereunto duly authorized as of the day and year first above written.  

                          GS MORTGAGE SECURITIES CORP.

                  By:/s/ Michelle Gill
                                          --------------------------------------
                        Name:  Michelle Gill
                         Title: Vice President

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    solely as Trustee and not in its
                       individual capacity

             By:/s/ Hang Luu
                                          --------------------------------------
                   Name:  Hang Luu
                            Title: Authorized Signer

                  By:/s/ Ronaldo Reyes
                                          --------------------------------------
                        Name:  Ronaldo Reyes
                         Title: Vice President

                                 J.P. MORGAN TRUST COMPANY, NATIONAL
               ASSOCIATION

                        By:/s/ Barbara G. Robinson
                                          --------------------------------------
                              Name:  Barbara G. Robinson
                                   Title: Assistant Vice President

                      LITTON LOAN SERVICING LP

                   By:/s/ Janice McClure
                                          --------------------------------------
                         Name:  Janice McClure
                                Title: Senior Vice President

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SCHEDULE I

Mortgage Loan Schedule

 [Available Upon Request to the Trustee]

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 SCHEDULE II

 GSAMP Mortgage Loan Trust 2005-HE5,
Mortgage Pass-Through Certificates

Representations and Warranties of Litton Loan Servicing LP

            Litton Loan Servicing LP ("Litton") hereby makes the representations
and warranties set forth in this Schedule II to the Depositor and the Trustee,  
as of the Closing Date, or if so specified herein, as of the Cut-off Date.      
Capitalized terms used but not otherwise defined in this Schedule II shall have 
the meanings ascribed thereto in the Pooling and Servicing Agreement (the       
"Pooling and Servicing Agreement") relating to the above-referenced Series.     

          (1) Litton is a Delaware limited partnership, validly existing and
in good standing under the laws of the State of Delaware and is duly
     authorized and qualified to transact any and all business contemplated by
 this Pooling and Servicing Agreement to be conducted by Litton in any
state in which a Mortgaged Property is located or is otherwise not  
  required under applicable law to effect such qualification and, in any
      event, is in compliance with the doing business laws of any such State, to
    the extent necessary to ensure its ability to enforce each Mortgage Loan
  and to service the Mortgage Loans in accordance with the terms of this
Pooling and Servicing Agreement;                                    

            (2) Litton has the full power and authority to service each Mortgage
Loan, and to execute, deliver and perform, and to enter into and    
  consummate the transactions contemplated by this Pooling and Servicing
    Agreement and has duly authorized by all necessary action on the part of
Litton the execution, delivery and performance of this Pooling and  
   Servicing Agreement; and this Pooling and Servicing Agreement, assuming
   the due authorization, execution and delivery thereof by the Depositor,
 the Custodian and the Trustee, constitutes a legal, valid and binding
   obligation of Litton, enforceable against Litton in accordance with its
  terms, except to the extent that (a) the enforceability thereof may be
 limited by bankruptcy, insolvency, moratorium, receivership and other
      similar laws relating to creditors' rights generally and (b) the remedy of
   specific performance and injunctive and other forms of equitable relief
 may be subject to the equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought;          

    (3) The execution and delivery of this Pooling and Servicing
Agreement by Litton, the servicing of the Mortgage Loans by Litton  
  hereunder, the consummation by Litton of any other of the transactions
    herein contemplated, and the fulfillment of or compliance with the terms
    hereof are in the ordinary course of business of Litton and will not (A)
result in a breach of any term or provision of the organizational   
      documents of Litton or (B) conflict with, result in a breach, violation or
 acceleration of, or result in a default under, the terms of any other
      material agreement or instrument to which Litton is a party or by which it
     may be bound, or any statute, order or regulation applicable to Litton of
  any court, regulatory body, administrative agency or governmental body
    having jurisdiction over Litton; and Litton is not a party to, bound by,
or in breach or violation of any indenture or other agreement or    
instrument, or subject to or in violation of any statute, order or  
regulation of any court, regulatory body, administrative agency or  
governmental body having jurisdiction over it, which materially and 
adversely affects or, to Litton's knowledge, would in the future    
     materially and adversely affect, (x) the ability of Litton to perform its
obligations under this Pooling and Servicing Agreement or (y) the   
     business, operations, financial condition, properties or assets of Litton
taken as a whole;                                                   

       (4) Litton is an approved seller/servicer for Fannie Mae and an
approved servicer for Freddie Mac in good standing;                 

         (5) No litigation is pending against Litton that would materially
  and adversely affect the execution, delivery or enforceability of this
   Pooling and Servicing Agreement or the ability of Litton to service the
  Mortgage Loans or to perform any of its other obligations hereunder in
accordance with the terms hereof;                                   

        (6) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
    performance by Litton of, or compliance by Litton with, this Pooling and
 Servicing Agreement or the consummation by Litton of the transactions
 contemplated by this Pooling and Servicing Agreement, except for such
 consents, approvals, authorizations or orders, if any, that have been
obtained prior to the Closing Date;                                 

        (7) Litton covenants that its computer and other systems used in
 servicing the Mortgage Loans operate in a manner such that Litton can
   service the Mortgage Loans in accordance with the terms of this Pooling
and Servicing Agreement; and                                        

    (8) With respect to each Mortgage Loan, to the extent Litton
 serviced such Mortgage Loan and to the extent Litton provided monthly
    reports to the three credit repositories, Litton has fully furnished, in
accordance with the Fair Credit Reporting Act and its implementing  
regulations, accurate and complete information (i.e., favorable and 
     unfavorable) on its borrower credit files to Equifax, Experian, and Trans
     Union Credit Information Company (three of the credit repositories), on a
monthly basis.                                                      

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SCHEDULE III

 GSAMP Mortgage Loan Trust 2005-HE5,
Mortgage Pass-Through Certificates

 Representations and Warranties of
 J.P. Morgan Trust Company, National Association, as Custodian

           J.P. Morgan Trust Company, National Association ("J.P. Morgan Trust
Company") hereby makes the representations and warranties set forth in this     
Schedule III to the Depositor, the Servicer and the Trustee, as of the Closing  
Date, or if so specified herein, as of the Cut-off Date:                        

            (1) J.P. Morgan Trust Company is a national banking association duly
      organized, validly existing and in good standing under the federal laws of
the United States of America and is duly authorized and qualified to
    transact any and all business contemplated by this Pooling and Servicing
Agreement to be conducted by J.P. Morgan Trust Company;             

         (2) J.P. Morgan Trust Company has the full power and authority to
execute, deliver and perform, and to enter into and consummate the  
     transactions contemplated by this Pooling and Servicing Agreement and has
    duly authorized by all necessary action on the part of J.P. Morgan Trust
Company the execution, delivery and performance of this Pooling and 
   Servicing Agreement; and this Pooling and Servicing Agreement, assuming
   the due authorization, execution and delivery thereof by the Depositor,
the Servicer and the Trustee, constitutes a legal, valid and binding
    obligation of J.P. Morgan Trust Company, enforceable against J.P. Morgan
     Trust Company in accordance with its terms, except to the extent that (a)
the enforceability thereof may be limited by bankruptcy, insolvency,
  moratorium, receivership and other similar laws relating to creditors'
      rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable 
   defenses and to the discretion of the court before which any proceeding
therefor may be brought;                                            

    (3) The execution and delivery of this Pooling and Servicing
   Agreement by J.P. Morgan Trust Company, the consummation by J.P. Morgan
   Trust Company of any other of the transactions herein contemplated, and
      the fulfillment of or compliance with the terms hereof are in the ordinary
      course of business of J.P. Morgan Trust Company and will not (A) result in
     a breach of any term or provision of the organizational documents of J.P.
    Morgan Trust Company or (B) conflict with, result in a breach, violation
    or acceleration of, or result in a default under, the terms of any other
    material agreement or instrument to which J.P. Morgan Trust Company is a
  party or by which it may be bound, or any statute, order or regulation
  applicable to J.P. Morgan Trust Company of any court, regulatory body,
    administrative agency or governmental body having jurisdiction over J.P.
  Morgan Trust Company; and J.P. Morgan Trust Company is not a party to,
      bound by, or in breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or  
regulation of any court, regulatory body, administrative agency or  
governmental body having jurisdiction over it, which materially and 
    adversely affects or, to J.P. Morgan Trust Company's knowledge, would in
      the future materially and adversely affect, (x) the ability of J.P. Morgan
     Trust Company to perform its obligations under this Pooling and Servicing
      Agreement or (y) the business, operations, financial condition, properties
or assets of J.P. Morgan Trust Company taken as a whole;            

           (4) No litigation is pending against J.P. Morgan Trust Company that
would materially and adversely affect the execution, delivery or    
    enforceability of this Pooling and Servicing Agreement or the ability of
    J.P. Morgan Trust Company to perform any of its obligations hereunder in
accordance with the terms hereof; and                               

        (5) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
     performance by J.P. Morgan Trust Company of, or compliance by J.P. Morgan
Trust Company with, this Pooling and Servicing Agreement or the     
      consummation by J.P. Morgan Trust Company of the transactions contemplated
by this Pooling and Servicing Agreement, except for such consents,  
      approvals, authorizations or orders, if any, that have been obtained prior
to the Closing Date.                                                

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 EXHIBIT A-1

 FORM OF CLASS A, CLASS M AND CLASS B CERTIFICATES

[To be added to the Class M-8, Class B-1 and Class B-2 Certificates while they  
remain Private Certificates: IF THIS CERTIFICATE IS A PHYSICAL CERTIFICATE,     
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE (THE       
"TRANSFEROR CERTIFICATE") IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO 
HEREIN AND EITHER (I) THE TRUSTEE RECEIVES A RULE 144A LETTER (THE "144A        
LETTER") IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED TO HEREIN OR A      
LETTER (THE "NON-RULE 144A INVESTMENT LETTER") IN THE FORM OF EXHIBIT K TO THE  
AGREEMENT REFERRED TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL,
DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE      
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.              

IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE
DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR      
CERTIFICATE AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE 
CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, IN EACH CASE AS IF SUCH       
CERTIFICATE WERE EVIDENCED BY A PHYSICAL CERTIFICATE.                           

In the event that a transfer of a Private Certificate which is a Book-Entry     
Certificate is to be made in reliance upon an exemption from the Securities Act 
and such laws, in order to assure compliance with the Securities Act and such   
laws, the Certificateholder desiring to effect such transfer will be deemed to  
have made as of the transfer date each of the certifications set forth in the   
Transferor Certificate in respect of such Certificate and the transferee will be
deemed to have made as of the transfer date each of the certifications set forth
in the Rule 144A Letter in respect of such Certificate, in each case as if such 
Certificate were evidenced by a Physical Certificate.]                          

Unless this Certificate is presented by an authorized representative of the     
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued  
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY  
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.                                                                         

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN     
INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE      
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER       
ASSETS.                                                                         

AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER 
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE           
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT   
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY      
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR 
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION 
CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23  
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.                          

Certificate No.               :                                                 

Cut-off Date                  :    November 1, 2005                             

First Distribution Date       :    December 27, 2005                            

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")              :                                                 

Initial Certificate Balances                                                    

of all Certificates of this                                 Class Certificate   
Class                         :            Class                 Balance        
                                   --------------------- -----------------------
                                     [Class A-1]            [$405,564,000]
                                     [Class A-2A]           [$148,016,000]
                                     [Class A-2B]           [$ 45,362,000]
                                     [Class A-2C]           [$ 53,218,000]
                                     [Class A-2D]           [$ 46,405,000]
                                     [Class M-1]            [$ 36,888,000]
                                     [Class M-2]            [$ 33,660,000]
                                     [Class M-3]            [$ 23,516,000]
                                     [Class M-4]            [$ 16,600,000]
                                     [Class M-5]            [$ 16,599,000]
                                     [Class M-6]            [$ 14,294,000]
                                     [Class M-7]            [$ 15,217,000]
                                     [Class M-8]            [$ 11,527,000]
                                     [Class B-1]            [$ 11,528,000]
                                     [Class B-2]            [$ 10,144,000]

CUSIP                         :            Class                CUSIP No.       
                                   --------------------- -----------------------
                                   [Class A-1]           [362341 YW 3]
                                   [Class A-2A]          [362341 YX 1]
                                   [Class A-2B]          [362341 YY 9]
                                   [Class A-2C]          [362341 YZ 6]
                                   [Class A-2D]          [362341 ZA 0]
                                   [Class M-1]           [362341 ZB 8]
                                   [Class M-2]           [362341 ZC 6]
                                   [Class M-3]           [362341 ZD 4]
                                   [Class M-4]           [362341 ZE 2]
                                   [Class M-5]           [362341 ZF 9]
                                   [Class M-6]           [362341 ZG 7]
                                   [Class M-7]           [362341 ZH 5]
                                   [Class M-8]           [362341 ZJ 1]
                                   [Class B-1]           [362341 ZK 8]
                                   [Class B-2]           [362341 ZL 6]

ISIN                          :         [Class A-1]           [US362341YW30]    
                                    [Class A-2A]          [US362341YX13]
                                    [Class A-2B]          [US362341YY95]
                                    [Class A-2C]          [US362341YZ60]
                                    [Class A-2D]          [US362341ZA01]
                                    [Class M-1]           [US362341ZB83]
                                    [Class M-2]           [US362341ZC66]
                                    [Class M-3]           [US362341ZD40]
                                    [Class M-4]           [US362341ZE23]
                                    [Class M-5]           [US362341ZF97]
                                    [Class M-6]           [US362341ZG70]
                                    [Class M-7]           [US362341ZH53]
                                    [Class M-8]           [US362341ZJ10]
                                    [Class B-1]           [US362341ZK82]
                                    [Class B-2]           [US362341ZL65]

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE5
 Mortgage Pass-Through Certificates, Series 2005-HE5

[Class A-] [Class M-] [Class B-]

          evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class.         

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less  
than the Certificate Balance as set forth herein. This Certificate does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Servicer, the Purchaser, the Original Loan Sellers, the Custodian
or the Trustee referred to below or any of their respective affiliates. Neither 
this Certificate nor the Mortgage Loans are guaranteed or insured by any        
governmental agency or instrumentality.                                         

         This certifies that [________________] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the 
denomination of this Certificate by the aggregate of the denominations of all   
Certificates of the Class to which this Certificate belongs) in certain monthly 
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer    
(the "Servicer"), J.P. Morgan Trust Company, National Association, as custodian 
(the "Custodian"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

 ***

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         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                       not in its individual capacity, but
             solely as
           Trustee

 By:
                                          --------------------------------------

Authenticated:                                                                  

By:                                                                             
--------------------------------------                                    
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE5
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such day is not a Business Day, the        
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes, or such other location specified in the notice to Certificateholders  
of such final distribution.                                                     

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto                                                                            

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           

_______________________________________________________________________________.

Dated:                                                                          

                                          --------------------------------------
                                Signature by or on behalf of
            assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of_____________________________________________________________,
account number_______________, or, if mailed by check, to______________________.
Applicable statements should be mailed to______________________________________,
_______________________________________________________________________________.

            This information is provided by____________________________________,
the assignee named above, or___________________________________________________,
as its agent.                                                                   

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 EXHIBIT B

 FORM OF CLASS P CERTIFICATE

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE     
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED  
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE       
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO APPLICABLE FEDERAL,    
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING          
PROVISIONS OF ERISA OR THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT   
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW       
WITHOUT THE REPRESENTATION LETTER SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.                                                 

Certificate No.           :                                                     
Cut-off Date              :           November 1, 2005                          
First Distribution Date   :           December 27, 2005                         
Percentage Interest of                                                          
this Certificate                                                                
("Denomination")          :           [_____]%                                  
CUSIP                     :           362341 ZR 3                               
ISIN                                  US362341ZR36                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE5
 Mortgage Pass-Through Certificates, Series 2005-HE5

 Class P

          evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation   
of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the
Purchaser, the Original Loan Sellers, the Custodian or the Trustee referred to  
below or any of their respective affiliates. Neither this Certificate nor the   
Mortgage Loans are guaranteed or insured by any governmental agency or          
instrumentality.                                                                

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the     
denomination of this Certificate by the aggregate of the denominations of all   
Certificates of the Class to which this Certificate belongs) in certain monthly 
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer    
(the "Servicer"), J.P. Morgan Trust Company, National Association, as custodian 
(the "Custodian"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

      This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In     
addition, any distribution of the proceeds of any remaining assets of the Trust 
will be made only upon presentment and surrender of this Certificate at the     
offices designated by the Trustee for such purpose.                             

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a transferor 
certificate (in substantially the form attached to the Pooling and Servicing    
Agreement) and deliver either (i) a Rule 144A Letter, in either case            
substantially in the form attached to the Agreement, or (ii) a written Opinion  
of Counsel to the Trustee that such transfer may be made pursuant to an         
exemption, describing the applicable exemption and the basis therefor, from the 
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel    
shall be an expense of the transferor.                                          

           No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan     
subject to Section 406 of ERISA, Section 4975 of the Code or any materially     
similar provisions of applicable Federal, state or local law ("Similar Law"), or
a person acting on behalf of or investing plan assets of any such plan, which   
representation letter shall not be an expense of the Trustee.                   

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

 * * *

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:                                                                          

                              DEUTSCHE BANK NATIONAL TRUST COMPANY, not in
                              its individual capacity, but solely as
Trustee 

By:           
                                       -----------------------------------------
Authenticated:                                                                  

By                                                                              
-------------------------------------                                     
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE5
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
__________.                                                                     

Dated:                                                                          

                                        ------------------------------------
                                Signature by or on behalf of
            assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of_____________________________________________________________,
account number_______________, or, if mailed by check, to______________________.
Applicable statements should be mailed to______________________________________,
_______________________________________________________________________________.

            This information is provided by____________________________________,
the assignee named above, or___________________________________________________,
as its agent.                                                                   

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 EXHIBIT C

[Reserved]

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 EXHIBIT D-1

 FORM OF CLASS R-1 CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN THREE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS   
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE    
CODE OF 1986, AS AMENDED (THE "CODE").                                          

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS  
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING 
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH         
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR     
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.               :       1                                         

Cut-off Date                  :       November 1, 2005                          

First Distribution Date       :       December 27, 2005                         

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")              :       $50                                       

Initial Certificate Balance                                                     
of all Certificates of this                                                     
Class                         :       $50                                       

CUSIP                         :       362341 ZM 4                               

ISIN                          :       US362341ZM49                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE5
 Mortgage Pass-Through Certificates, Series 2005-HE5

 Class R-1

          evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R-1 Certificate is not entitled to      
distributions in respect of interest. This Certificate does not evidence an     
obligation of, or an interest in, and is not guaranteed by the Depositor, the   
Servicer, the Purchaser, the Original Loan Sellers, the Custodian or the Trustee
referred to below or any of their respective affiliates. Neither this           
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.                                                      

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer    
(the "Servicer"), J.P. Morgan Trust Company, National Association, as custodian 
(the "Custodian"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R-1   
Certificate at the offices designated by the Trustee for such purposes or such  
other location specified in the notice to Certificateholders.                   

       No transfer of a Class R-1 Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

        Each Holder of this Class R-1 Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R-1 Certificate to
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class R-1 Certificate are       
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class R-1 Certificate shall be a       
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class R-1 Certificate may be registered on the Closing Date or 
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R-1 Certificate shall 
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class R-1 Certificate,  
(B) to obtain a Transfer Affidavit from any Person for whom such Person is      
acting as nominee, trustee or agent in connection with any Transfer of this     
Class R-1 Certificate, (C) not to cause income with respect to the Class R-1    
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of such Person or  
any other U.S. Person and (D) not to Transfer the Ownership Interest in this    
Class R-1 Certificate or to cause the Transfer of the Ownership Interest in this
Class R-1 Certificate to any other Person if it has actual knowledge that such  
Person is not a Permitted Transferee and (iv) any attempted or purported        
Transfer of the Ownership Interest in this Class R-1 Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.                                                    

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

 By:
                                          --------------------------------------
Authenticated:                                                                  

By:                                                                             
-------------------------------------                                     
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE5
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee and the other parties to the Agreement.    

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the month immediately preceding   
the month in which such Distribution Date occurs.                               

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

         The Trustee and the Depositor and any agent of the Trustee or the
Depositor may treat the Person in whose name this Certificate is registered as  
the owner hereof for all purposes, and neither the Depositor, the Trustee, nor  
any such agent shall be affected by any notice to the contrary.                 

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
__________.                                                                     

Dated:                                                                          

                                        ------------------------------------
                                Signature by or on behalf of
            assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of_____________________________________________________________,
account number_______________, or, if mailed by check, to______________________.
Applicable statements should be mailed to______________________________________,
_______________________________________________________________________________.

            This information is provided by____________________________________,
the assignee named above, or___________________________________________________,
as its agent.                                                                   

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 EXHIBIT D-2

 FORM OF CLASS R-2 CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS  
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING 
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH         
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR     
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.               :       1                                         

Cut-off Date                  :       November 1, 2005                          

First Distribution Date       :       December 27, 2005                         

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")              :       $100                                      

Initial Certificate Balances                                                    
of all Certificates of this                                                     
Class                         :       $100                                      

CUSIP                         :       362341 ZN 2                               

ISIN                          :       US362341ZN22                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE5
 Mortgage Pass-Through Certificates, Series 2005-HE5

 Class R-2

          evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R-2 Certificate is not entitled to      
distributions in respect of interest. This Certificate does not evidence an     
obligation of, or an interest in, and is not guaranteed by the Depositor, the   
Servicer, the Purchaser, the Original Loan Sellers, the Custodian or the Trustee
referred to below or any of their respective affiliates. Neither this           
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.                                                      

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer    
(the "Servicer"), J.P. Morgan Trust Company, National Association, as custodian 
(the "Custodian"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R-2   
Certificate at the offices designated by the Trustee for such purposes or such  
other location specified in the notice to Certificateholders.                   

       No transfer of a Class R-2 Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

        Each Holder of this Class R-2 Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R-2 Certificate to
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class R-2 Certificate are       
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class R-2 Certificate shall be a       
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class R-2 Certificate may be registered on the Closing Date or 
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R-2 Certificate shall 
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class R-2 Certificate,  
(B) to obtain a Transfer Affidavit from any Person for whom such Person is      
acting as nominee, trustee or agent in connection with any Transfer of this     
Class R-2 Certificate, (C) not to cause income with respect to the Class R-2    
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of such Person or  
any other U.S. Person and (D) not to Transfer the Ownership Interest in this    
Class R-2 Certificate or to cause the Transfer of the Ownership Interest in this
Class R-2 Certificate to any other Person if it has actual knowledge that such  
Person is not a Permitted Transferee and (iv) any attempted or purported        
Transfer of the Ownership Interest in this Class R-2 Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.                                                    

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

 By:
                                          --------------------------------------

Authenticated:                                                                  

By:                                                                             
--------------------------------------                                    
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE5
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
__________.                                                                     

Dated:                                                                          

                                        ------------------------------------
                                Signature by or on behalf of
            assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of_____________________________________________________________,
account number_______________, or, if mailed by check, to______________________.
Applicable statements should be mailed to______________________________________,
_______________________________________________________________________________.

            This information is provided by____________________________________,
the assignee named above, or___________________________________________________,
as its agent.                                                                   

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 EXHIBIT D-3

 FORM OF CLASS R-3 CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN FOUR "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS  
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING 
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH         
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR     
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.               :       1                                         

Cut-off Date                  :       November 1, 2005                          

First Distribution Date       :       December 27, 2005                         

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")              :       $50                                       

Initial Certificate Balances                                                    
of all Certificates of this                                                     
Class                         :       $50                                       

CUSIP                         :       362341 B7 3                               

ISIN                          :       US362341B732                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE5
 Mortgage Pass-Through Certificates, Series 2005-HE5

 Class R-3

          evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R-3 Certificate is not entitled to      
distributions in respect of interest. This Certificate does not evidence an     
obligation of, or an interest in, and is not guaranteed by the Depositor, the   
Servicer, or the Trustee referred to below or any of their respective           
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or   
insured by any governmental agency or instrumentality.                          

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer    
(the "Servicer"), J.P. Morgan Trust Company, National Association, as custodian 
(the "Custodian"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R-3   
Certificate at the offices designated by the Trustee for such purposes or such  
other location specified in the notice to Certificateholders.                   

       No transfer of a Class R-3 Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

        Each Holder of this Class R-3 Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R-3 Certificate to
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class R-3 Certificate are       
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class R-3 Certificate shall be a       
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class R-3 Certificate may be registered on the Closing Date or 
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R-3 Certificate shall 
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class R-3 Certificate,  
(B) to obtain a Transfer Affidavit from any Person for whom such Person is      
acting as nominee, trustee or agent in connection with any Transfer of this     
Class R-3 Certificate, (C) not to cause income with respect to the Class R-3    
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of such Person or  
any other U.S. Person and (D) not to Transfer the Ownership Interest in this    
Class R-3 Certificate or to cause the Transfer of the Ownership Interest in this
Class R-3 Certificate to any other Person if it has actual knowledge that such  
Person is not a Permitted Transferee and (iv) any attempted or purported        
Transfer of the Ownership Interest in this Class R-3 Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.                                                    

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

 By:
                                          --------------------------------------
Authenticated:                                                                  

By:                                                                             
-------------------------------------                                     
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE5
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes, accompanied by a written instrument of transfer in form satisfactory  
to the Trustee and the Certificate Registrar duly executed by the holder hereof 
or such holder's attorney duly authorized in writing, and thereupon one or more 
new Certificates of the same Class in authorized denominations and evidencing   
the same aggregate Percentage Interest in the Trust Fund will be issued to the  
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
__________.                                                                     

Dated:                                                                          

                                        ------------------------------------
                                Signature by or on behalf of
            assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of_____________________________________________________________,
account number_______________, or, if mailed by check, to______________________.
Applicable statements should be mailed to______________________________________,
_______________________________________________________________________________.

            This information is provided by____________________________________,
the assignee named above, or___________________________________________________,
as its agent.                                                                   

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 EXHIBIT E

 FORM OF CLASS X CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS TWO    
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE    
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS.        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE     
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED  
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT 
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE  
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,   
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING          
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN 
ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A         
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND    
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I  
AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS 
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT      
SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE SERVICER TO ANY OBLIGATION IN ADDITION
TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY LIABILITY.            
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF 
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I 
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION    
LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE     
SHALL BE VOID AND OF NO EFFECT.                                                 

Certificate No.              :        1                                         
Cut-off Date                 :        November 1, 2005                          
First Distribution Date      :        December 27, 2005                         
Percentage Interest of this                                                     
Certificate ("Denomination") :                                                  
CUSIP                        :        362341 ZQ 5                               
ISIN:                        :        US362341ZQ52                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE5
 Mortgage Pass-Through Certificates, Series 2005-HE5

 Class X

          evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class X Certificate has no Certificate Balance
and is not entitled to distributions in respect of principal or interest. This  
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Servicer, the Purchaser, the Original Loan     
Sellers, the Custodian or the Trustee referred to below or any of their         
respective affiliates. Neither this Certificate nor the Mortgage Loans are      
guaranteed or insured by any governmental agency or instrumentality.            

       This certifies that [_______________________] is the registered
owner of the Percentage Interest evidenced by this Certificate in certain       
monthly distributions pursuant to a Pooling and Servicing Agreement, dated as of
the Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities
Corp., as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer    
(the "Servicer"), J.P. Morgan Trust Company, National Association, as custodian 
(the "Custodian"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class X     
Certificate at the offices designated by the Trustee for such purposes or such  
other location specified in the notice to Certificateholders.                   

     No transfer of a Class X Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the         
transferee of such Certificate, acceptable to and in form and substance         
satisfactory to the Trustee, to the effect that such transferee is not an       
employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or 
arrangement subject to Section 4975 of the Code or a plan subject to Similar    
Law, or a person acting on behalf of any such plan or arrangement nor using the 
assets of any such plan or arrangement to effect such transfer, which           
representation letter shall not be an expense of the Trustee, the Depositor, the
Servicer or the Trust Fund, or (ii) if the Class X Certificate has been the     
subject of an ERISA Qualifying Underwriting and the transferee is an insurance  
company, a representation letter that it is purchasing such Certificates with   
the assets of its general account and that the purchase and holding of such     
Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the
case of a Class X Certificate presented for registration in the name of an      
employee benefit plan subject to ERISA, or a plan or arrangement subject to     
Section 4975 of the Code (or comparable provisions of any subsequent enactments)
or a plan subject to Similar Law, or a trustee of any such plan or any other    
person acting on behalf of any such plan or arrangement or using such plan's or 
arrangement's assets, an Opinion of Counsel satisfactory to the Trustee, which  
Opinion of Counsel shall not be an expense of the Trustee, the Depositor, the   
Servicer or the Trust Fund, addressed to the Trustee, to the effect that the    
purchase or holding of such Certificate will not constitute or result in a      
non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of  
the Code or any Similar Law and will not subject the Trustee, the Depositor or  
the Servicer to any obligation in addition to those expressly undertaken in this
Agreement or to any liability. In the event that such representation is         
violated, or any attempt is made to transfer to a plan or arrangement subject to
Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan    
subject to Similar Law, or a person acting on behalf of any such plan or        
arrangement or using the assets of any such plan or arrangement, such attempted 
transfer or acquisition shall be void and of no effect.                         

      Each Holder of this Class X Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class X Certificate to  
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class X Certificate are         
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class X Certificate shall be a         
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class X Certificate may be registered on the Closing Date or   
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class X Certificate shall   
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class X Certificate, (B)
to obtain a Transfer Affidavit from any Person for whom such Person is acting as
nominee, trustee or agent in connection with any Transfer of this Class X       
Certificate, (C) not to cause income with respect to the Class X Certificate to 
be attributable to a foreign permanent establishment or fixed base, within the  
meaning of an applicable income tax treaty, of such Person or any other U.S.    
Person and (D) not to Transfer the Ownership Interest in this Class X           
Certificate or to cause the Transfer of the Ownership Interest in this Class X  
Certificate to any other Person if it has actual knowledge that such Person is  
not a Permitted Transferee and (iv) any attempted or purported Transfer of the  
Ownership Interest in this Class X Certificate in violation of the provisions   
herein shall be absolutely null and void and shall vest no rights in the        
purported Transferee.                                                           

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

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         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

 By:
                                          --------------------------------------

Authenticated:                                                                  

By:                                                                             
--------------------------------------                                    
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE5
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

        The Depositor, the Servicer and the Trustee and any agent of the
Depositor or the Trustee may treat the Person in whose name this Certificate is 
registered as the owner hereof for all purposes, and neither the Depositor, the 
Trustee, nor any such agent shall be affected by any notice to the contrary.    

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
__________.                                                                     

Dated:                                                                          

                                        ------------------------------------
                                Signature by or on behalf of
            assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of_____________________________________________________________,
account number_______________, or, if mailed by check, to______________________.
Applicable statements should be mailed to______________________________________,
_______________________________________________________________________________.

            This information is provided by____________________________________,
the assignee named above, or___________________________________________________,
as its agent.                                                                   

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 EXHIBIT F

FORM OF INITIAL CERTIFICATION OF CUSTODIAN

[date]

[Depositor]                                                                     

[Servicer]                                                                      

[Trustee]                                                                       

            Re:   Pooling and Servicing Agreement, dated as of November 1, 2005,
                 among GS Mortgage Securities Corp., as Depositor, Litton Loan
                  Servicing LP, as Servicer, J.P. Morgan Trust Company, National
               Association, as Custodian, and Deutsche Bank National Trust
              Company, as Trustee, GSAMP Trust 2005-HE5, Series 2005-HE5
                  --------------------------------------------------------------

Gentlemen:                                                                      

          In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Custodian, for each Mortgage Loan listed in the Mortgage Loan Schedule (other   
than any Mortgage Loan listed in the attached schedule of exceptions), certifies
that it has received:                                                           

   (i) the original Mortgage Note, endorsed as provided in the
 following form: "Pay to the order of ________, without recourse"; and

         (ii) except with respect to each MERS Designated Mortgage Loan, a
    duly executed Assignment of Mortgage (which may be included in a blanket
assignment or assignments).                                         

        Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

          The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Custodian makes no representations as to:  
(i) the validity, legality, sufficiency, enforceability, recordability or       
genuineness of any of the documents contained in each Mortgage File of any of   
the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the        
collectability, insurability, effectiveness or suitability of any such Mortgage 
Loan or the perfection or priority of any Mortgage. Notwithstanding anything    
herein to the contrary, the Custodian has made no determination and makes no    
representations as to whether (i) any endorsement is sufficient to transfer all 
right, title and interest of the party so endorsing, as Certificateholder or    
assignee thereof, in and to that Mortgage Note or (ii) any assignment is in     
recordable form or sufficient to effect the assignment of and transfer to the   
assignee thereof, under the Mortgage to which the assignment relates.           

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.               

                          J.P. MORGAN TRUST COMPANY,
                         NATIONAL ASSOCIATION,
                as Custodian

 By:
                                          --------------------------------------
   Name:
                                            ------------------------------------
    Title:
                                             -----------------------------------

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 EXHIBIT G

FORM OF DOCUMENT CERTIFICATION
 AND EXCEPTION REPORT OF CUSTODIAN

[date]

[Depositor]                                                                     

[Servicer]                                                                      

[Trustee]                                                                       

--------------------                                                            

--------------------                                                            

     Re:   Pooling and Servicing Agreement among GS Mortgage Securities Corp.,
        as Depositor, Litton Loan Servicing LP, as Servicer, J.P. Morgan
            Trust Company, National Association, as Custodian, and Deutsche Bank
National Trust Company, as Trustee, GSAMP Trust 2005-HE5

Gentlemen:                                                                      

          In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the       
attached Document Exception Report) it has received:                            

        (i) The original Mortgage Note, endorsed in the form provided in
     Section 2.01 of the Pooling and Servicing Agreement, with all intervening
    endorsements showing a complete chain of endorsement from the originator
to the last endorsee.                                               

        (ii) The original recorded Mortgage or a certified copy thereof.

          (iii) Except with respect to each MERS Designated Mortgage Loan, a
duly executed Assignment of Mortgage endorsed in blank in the form  
      provided in Section 2.01 of the Pooling and Servicing Agreement; or a copy
      of the Assignment of Mortgage (excluding information to be provided by the
recording office).                                                  

           (iv) Except with respect to each MERS Designated Mortgage Loan, the
    original or duplicate original recorded assignment or assignments of the
      Mortgage endorsed in blank showing a complete chain of assignment from the
originator to the last endorsee.                                    

            (v) The original or duplicate original or certified copy of lender's
title policy and all riders thereto or, any one of an original title
binder, an original preliminary title report or an original title   
commitment, or a copy thereof certified by the title company.       

        Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such  
Mortgage Loan, and (b) the information set forth in items (1), (2) and (13) of  
the Mortgage Loan Schedule and the Data Tape Information accurately reflects    
information set forth in the Custodial File.                                    

          The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review of the Custodial File         
specifically required in the Pooling and Servicing Agreement. The Custodian     
makes no representations as to: (i) the validity, legality, sufficiency,        
enforceability, recordability or genuineness of any of the documents contained  
in each Mortgage File of any of the Mortgage Loans identified on the Mortgage   
Loan Schedule or (ii) the collectability, insurability, effectiveness or        
suitability of any such Mortgage Loan or the perfection or priority of any      
Mortgage. Notwithstanding anything herein to the contrary, the Custodian has    
made no determination and makes no representations as to whether (i) any        
endorsement is sufficient to transfer all right, title and interest of the party
so endorsing, as Noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or sufficient to effect the assignment
of and transfer to the assignee thereof, under the Mortgage to which the        
assignment relates.                                                             

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.               

                                 J.P. MORGAN TRUST COMPANY, NATIONAL
                             ASSOCIATION, as Custodian

 By:
                                          --------------------------------------
   Name:
                                            ------------------------------------
    Title:
                                             -----------------------------------

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 EXHIBIT H

 FORM OF RESIDUAL TRANSFER AFFIDAVIT

 GSAMP Trust 2005-HE5,
Mortgage Pass-Through Certificates

STATE OF                )                                                       
) ss.:                          
COUNTY OF               )                                                       

    The undersigned, being first duly sworn, deposes and says as
follows:                                                                        

    1. The undersigned is an officer of ___________________, the
proposed Transferee of an Ownership Interest in a Residual Certificate (the     
"Certificate") issued pursuant to the Pooling and Servicing Agreement dated as  
of November 1, 2005 (the "Agreement"), among GS Mortgage Securities Corp., as   
depositor (the "Depositor"), Litton Loan Servicing LP, as servicer ( the        
"Servicer"), J.P. Morgan Trust Company, National Association, as custodian (the 
"Custodian"), and Deutsche Bank National Trust Company, as trustee (the         
"Trustee"). Capitalized terms used, but not defined herein or in Exhibit 1      
hereto, shall have the meanings ascribed to such terms in the Agreement. The    
Transferee has authorized the undersigned to make this affidavit on behalf of   
the Transferee for the benefit of the Depositor and the Trustee.                

           2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its   
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.                                     

         3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not     
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such Transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that 
such subsequent Transferee is a Permitted Transferee and, at the time of        
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

         4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any    
time during the taxable year of the pass-through entity a Person that is not a  
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this   
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,   
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another     
Person.)                                                                        

           5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement and understands the legal consequences of the acquisition of an   
Ownership Interest in the Certificate including, without limitation, the        
restrictions on subsequent Transfers and the provisions regarding voiding the   
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the          
restrictions noted on the face of the Certificate. The Transferee understands   
and agrees that any breach of any of the representations included herein shall  
render the Transfer to the Transferee contemplated hereby null and void.        

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the       
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit I to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.                           

           7. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands   
that the taxes payable with respect to the Certificate may exceed the cash flow 
with respect thereto in some or all periods and intends to pay such taxes as    
they become due. The Transferee does not have the intention to impede the       
assessment or collection of any tax legally required to be paid with respect to 
the Certificate.                                                                

         8. The Transferee's taxpayer identification number is __________.

     9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).                                                                    

 10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury         
regulations promulgated pursuant to the Code and that the transferor of a       
noneconomic residual interest will remain liable for any taxes due with respect 
to the income on such residual interest, unless no significant purpose of the   
transfer was to impede the assessment or collection of tax.                     

           11. The Transferee will not cause income from the 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.                                                                         

12. Check one of the following:                         

           [_] The present value of the anticipated tax liabilities associated
with holding the Certificate, as applicable, does not exceed the sum of:        

            (i)   the present value of any consideration given to the Transferee
to acquire such Certificate;                

            (ii)  the present value of the expected future distributions on such
Certificate; and                            

         (iii) the present value of the anticipated tax savings associated
                with holding such Certificate as the related REMIC generates
losses.                                     

          For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code    
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the 
highest rate specified in Section 11(b) of the Code if the Transferee has been  
subject to the alternative minimum tax under Section 55 of the Code in the      
preceding two years and will compute its taxable income in the current taxable  
year using the alternative minimum tax rate) and (ii) present values are        
computed using a discount rate equal to the short-term Federal rate prescribed  
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.                                                  

       [_] The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,                   

        (i)   the Transferee is an "eligible corporation," as defined in
              U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
               which income from the Certificate will only be taxed in the
United States;                              

  (ii)  at the time of the transfer, and at the close of the
           Transferee's two fiscal years preceding the year of the
           transfer, the Transferee had gross assets for financial
            reporting purposes (excluding any obligation of a person
                 related to the Transferee within the meaning of U.S. Treasury
             Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
    million and net assets in excess of $10 million;

          (iii) the Transferee will transfer the Certificate only to another
       "eligible corporation," as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
             and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
Regulations; and                            

       (iv)  the Transferee determined the consideration paid to it to
                  acquire the Certificate based on reasonable market assumptions
            (including, but not limited to, borrowing and investment
       rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
            to the Transferee) that it has determined in good faith.

[_] None of the above.                                  

          13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a  
plan subject to any Federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting  
on behalf of or investing plan assets of such a plan.                           

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           IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its 
duly authorized officer and its corporate seal to be hereunto affixed, duly     
attested, this __ day of ________, 20__.                                        

                                       -----------------------------------------
                      Print Name of Transferee

 By:
                                          --------------------------------------
         Name:
          Title:

[Corporate Seal]                                                                
ATTEST:                                                                         

------------------------------------                                      
[Assistant] Secretary                                                     

          Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to 
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.           

     Subscribed and sworn before me this __ day of ________, 20__.

                                       -----------------------------------------
                                     NOTARY PUBLIC

                              My Commission expires the __ day
                of _________, 20__

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 EXHIBIT I

FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention:                                                                      

Deutsche Bank National Trust Company,                                           
as Trustee                                                                      
1761 East St. Andrew Place                                                      
Santa Ana, California 92705-4934                                                

      Re:   GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates,
Series 2005-HE5, Class [ ]                  
            --------------------------------------------------------

Ladies and Gentlemen:                                                           

       In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered   
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the 
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated    
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and 
(c) to the extent we are disposing of a Residual Certificate, (A) we have no    
knowledge the Transferee is not a Permitted Transferee and (B) after conducting 
a reasonable investigation of the financial condition of the Transferee, we have
no knowledge and no reason to believe that the Transferee will not pay all taxes
with respect to the Residual Certificates as they become due and (C) we have no 
reason to believe that the statements made in paragraphs 7, 10 and 11 of the    
Transferee's Residual Transfer Affidavit are false.                             

               Very truly yours,

                                       -----------------------------------------
                      Print Name of Transferor

 By:
                                          --------------------------------------
                                    Authorized Officer

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 EXHIBIT J

FORM OF RULE 144A LETTER

                                                              ____________, 20__

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention:                                                                      

Deutsche Bank National Trust Company,                                           
as Trustee                                                                      
1761 East St. Andrew Place                                                      
Santa Ana, California 92705-4934                                                

            RE    GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates, Class
[ ]                                         
                  --------------------------------------------------------------

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is exempt 
from the registration requirements of the Act and any such laws, (b) we have    
such knowledge and experience in financial and business matters that we are     
capable of evaluating the merits and risks of investments in the Certificates,  
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating  
thereto or any additional information deemed necessary to our decision to       
purchase the Certificates, (d) either we are not an employee benefit plan that  
is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of  
the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to
any Federal, state or local law materially similar to the foregoing provisions  
of ERISA or the Code, nor are we acting on behalf of any such plan or           
arrangement nor using the assets of any such plan or arrangement to effect such 
acquisition, or, with respect to a Class X Certificate, the purchaser is an     
insurance company that is purchasing this certificate with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of 
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the       
purchase and holding of such Certificates are covered under Sections I and III  
of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered,    
transferred, pledged, sold or otherwise disposed of the Certificates, any       
interest in the Certificates or any other similar security to, or solicited any 
offer to buy or accept a transfer, pledge or other disposition of the           
Certificates, any interest in the Certificates or any other similar security    
from, or otherwise approached or negotiated with respect to the Certificates,   
any interest in the Certificates or any other similar security with, any person 
in any manner, or made any general solicitation by means of general advertising 
or in any other manner, or taken any other action, that would constitute a      
distribution of the Certificates under the Securities Act or that would render  
the disposition of the Certificates a violation of Section 5 of the Securities  
Act or require registration pursuant thereto, nor will act, nor has authorized  
or will authorize any person to act, in such manner with respect to the         
Certificates, and (f) we are a "qualified institutional buyer" as that term is  
defined in Rule 144A under the Securities Act and have completed either of the  
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We 
are aware that the sale to us is being made in reliance on Rule 144A. We are    
acquiring the Certificates for our own account or for resale pursuant to Rule   
144A and further, we understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified          
institutional buyer that purchases for its own account or for the account of a  
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another    
exemption from registration under the Securities Act.                           

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                                                            ANNEX 1 TO EXHIBIT J

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

    [For Transferees Other Than Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the      
Buyer.                                                                          

    2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned   
and/or invested on a discretionary basis $____ (1) in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year (such amount being calculated in accordance with Rule 144A and (ii) 
the Buyer satisfies the criteria in the category marked below.                  

------------                                                                    

(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000 
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.             

        ____  Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or
                 charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.  

           ____  Bank. The Buyer (a) is a national bank or banking institution
           organized under the laws of any State, territory or the
                District of Columbia, the business of which is substantially
         confined to banking and is supervised by the State or
              territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited
            net worth of at least $25,000,000 as demonstrated in its
          latest annual financial statements, a copy of which is
attached hereto.                            

   ____  Savings and Loan. The Buyer (a) is a savings and loan
                 association, building and loan association, cooperative bank,
          homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                 and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
              its latest annual financial statements, a copy of which is
attached hereto.                            

         ____  Broker-dealer. The Buyer is a dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934.

        ____  Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by insurance
                  companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State,
territory or the District of Columbia.      

      ____  State or Local Plan. The Buyer is a plan established and
             maintained by a State, its political subdivisions, or any
           agency or instrumentality of the State or its political
   subdivisions, for the benefit of its employees.

          ____  ERISA Plan. The Buyer is an employee benefit plan within the
                 meaning of Title I of the Employee Retirement Income Security
Act of 1974.                                

    ____  Investment Advisor. The Buyer is an investment advisor
         registered under the Investment Advisors Act of 1940.

          ____  Small Business Investment Company. Buyer is a small business
          investment company licensed by the U.S. Small Business
           Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.            

           ____  Business Development Company. Buyer is a business development
              company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940.                       

    3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that  
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any              
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,   
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but 
subject to a repurchase agreement and (viii) currency, interest rate and        
commodity swaps.                                                                

         4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the 
cost of such securities to the Buyer and did not include any of the securities  
referred to in the preceding paragraph, except (i) where the Buyer reports its  
securities holdings in its financial statements on the basis of their market    
value, and (ii) no current information with respect to the cost of those        
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate  
amount, the Buyer may have included securities owned by subsidiaries of the     
Buyer, but only if such subsidiaries are consolidated with the Buyer in its     
financial statements prepared in accordance with generally accepted accounting  
principles and if the investments of such subsidiaries are managed under the    
Buyer's direction. However, such securities were not included if the Buyer is a 
majority-owned, consolidated subsidiary of another enterprise and the Buyer is  
not itself a reporting company under the Securities Exchange Act of 1934, as    
amended.                                                                        

        5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates 
are relying and will continue to rely on the statements made herein because one 
or more sales to the Buyer may be in reliance on Rule 144A.                     

            6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any      
changes in the information and conclusions herein. Until such notice is given,  
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a   
bank or savings and loan is provided above, the Buyer agrees that it will       
furnish to such parties updated annual financial statements promptly after they 
become available.                                                               

                                       -----------------------------------------
                      Print Name of Transferee

 By:
                                          --------------------------------------
         Name:
          Title:

   Date:
                                            ------------------------------------

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                                                            ANNEX 2 TO EXHIBIT J

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That are Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a   
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a    
Family of Investment Companies (as defined below), is such an officer of the    
Adviser.                                                                        

           2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an    
investment company registered under the Investment Company Act of 1940, as      
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of     
Investment Companies, owned at least $100,000,000 in securities (other than the 
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year. For purposes of determining the amount of securities owned by the  
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment        
Companies reports its securities holdings in its financial statements on the    
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding    
sentence applies, the securities may be valued at market.                       

      ____  The Buyer owned $ in securities (other than the excluded
              securities referred to below) as of the end of the Buyer's
            most recent fiscal year (such amount being calculated in
accordance with Rule 144A).                 

         ____  The Buyer is part of a Family of Investment Companies which
          owned in the aggregate $ in securities (other than the
               excluded securities referred to below) as of the end of the
                 Buyer's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).              

         3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the   
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment  
adviser is a majority owned subsidiary of the other).                           

    4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the     
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by 
the U.S. or any instrumentality thereof, (iii) bank deposit notes and           
certificates of deposit, (iv) loan participations, (v) repurchase agreements,   
(vi) securities owned but subject to a repurchase agreement and (vii) currency, 
interest rate and commodity swaps.                                              

        5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates are relying and will continue to rely on the statements   
made herein because one or more sales to the Buyer will be in reliance on Rule  
144A. In addition, the Buyer will only purchase for the Buyer's own account.    

          6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which 
this certification relates of any changes in the information and conclusions    
herein. Until such notice is given, the Buyer's purchase of the Certificates    
will constitute a reaffirmation of this certification by the undersigned as of  
the date of such purchase.                                                      

                                       -----------------------------------------
                      Print Name of Transferee

 By:
                                          --------------------------------------
         Name:
          Title:

            IF AN ADVISER:

                                       -----------------------------------------
                 Print Name of Buyer

   Date:
                                            ------------------------------------

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 EXHIBIT K
 FORM OF INVESTMENT LETTER (NON-RULE 144A)

                         ---------------------
        Date

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention:  Kevin Gasvoda                                                       

Deutsche Bank National Trust Company                                            
1761 East St. Andrew Place                                                      
Santa Ana, California 92705                                                     

      Re:   GSAMP Trust 2005-HE5 Mortgage Pass-Through Certificates,
Series 2005-HE5, Class [__]                 

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is exempt 
from the registration requirements of the Act and any such laws, (b) we are an  
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2), 
(3) or (7) of Regulation D under the Act, and have such knowledge and experience
in financial and business matters that we are capable of evaluating the merits  
and risks of investments in the Certificates, (c) we have had the opportunity to
ask questions of and receive answers from the Depositor concerning the purchase 
of the Certificates and all matters relating thereto or any additional          
information deemed necessary to our decision to purchase the Certificates, (d)  
either we are purchasing a Class M-8, Class B-1 or Class B-2 Certificate, or we 
are not an employee benefit plan that is subject to the Employee Retirement     
Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that
is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") or a plan subject to any federal, state or local law materially similar 
to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of
any such plan or arrangement nor using the assets of any such plan or           
arrangement to effect such acquisition, or, with respect to a Class X           
Certificate, the purchaser is an insurance company that is purchasing this      
certificate with funds contained in an "insurance company general account" (as  
such term is defined in Section V(e) of Prohibited Transaction Class Exemption  
95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60, (e) we are acquiring the        
Certificates for investment for our own account and not with a view to any      
distribution of such Certificates (but without prejudice to our right at all    
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited   
offers to buy any Certificates from, any person, or otherwise approached or     
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,  
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement    
under the Act or is exempt from such registration requirements, and if          
requested, we will at our expense provide an opinion of counsel satisfactory to 
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or         
transferee of such Certificate has executed and delivered to you a certificate  
to substantially the same effect as this certificate, and (3) the purchaser or  
transferee has otherwise complied with any conditions for transfer set forth in 
the Pooling and Servicing Agreement.                                            

                                       -----------------------------------------
                      Print Name of Transferee

 By:
                                          --------------------------------------
         Name:
          Title:

Date: 

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 EXHIBIT L
 FORM OF REQUEST FOR RELEASE
 (for Custodian)

To:   [Address]                                                                 

Re:                                                                 

           In connection with the administration of the Mortgage Loans held by
you as the Custodian on behalf of the Certificateholders we request the release,
and acknowledge receipt, of the (Custodial File/[specify documents]) for the    
Mortgage Loan described below, for the reason indicated.                        

Mortgagor's Name, Address & Zip Code:                                           
-------------------------------------                                           

Mortgage Loan Number:                                                           
---------------------                                                           

Reason for Requesting Documents (check one)                                     
-------------------------------------------                                     

____1.      Mortgage Loan Paid in Full. (The Company hereby certifies that all  
          amounts received in connection therewith have been credited to the
   Collection Account as provided in the Pooling and Servicing
Agreement.)                                             

____2.      Mortgage Loan Repurchase Pursuant to Section 2.03, 2.07 or 3.28 of  
          the Pooling and Servicing Agreement. (The Company hereby certifies
     that the repurchase price has been credited to the Collection
    Account as provided in the Pooling and Servicing Agreement.)

____3.      Mortgage Loan Liquidated by _________________. (The Company hereby  
           certifies that all proceeds of foreclosure, insurance, condemnation
           or other liquidation have been finally received and credited to the
            Collection Account pursuant to the Pooling and Servicing Agreement.)

____4.      Mortgage Loan in Foreclosure.                                       

____5.      Other (explain).__________________________________________________  

If box 1, 2 or 3 above is checked, and if all or part of the Custodial File was 
previously released to us, please release to us our previous request and receipt
on file with you, as well as any additional documents in your possession        
relating to the specified Mortgage Loan.                                        

If Box 4 or 5 above is checked, upon our return of all of the above documents to
you as the Custodian, please acknowledge your receipt by signing in the space   
indicated below, and returning this form, if requested.                         

                      LITTON LOAN SERVICING LP

 By:
                                          --------------------------------------
                                     (authorized signer)

     Issuer:
                                              ----------------------------------
      Address:
                                               ---------------------------------
                                       -----------------------------------------

   Date:
                                            ------------------------------------
Acknowledged receipt by:                                                        

J.P. Morgan Trust Company, National Association,                                
as Custodian                                                                    

By:                                                                             
--------------------------------                                          
Name:                                                                     
Title:                                                                    
Date:                                                                     

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 EXHIBIT M

CONTENTS OF EACH MORTGAGE FILE

           With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the     
Purchaser and which shall be retained by the Servicer or delivered to and       
retained by the Custodian:                                                      

           (i) the original Mortgage Note (with all applicable riders) bearing
     all intervening endorsements endorsed "Pay to the order of _____________,
 without recourse" and signed in the name of the last endorsee. To the
extent that there is no room on the face of any Mortgage Note for an
   endorsement, the endorsement may be contained on an allonge, unless the
   state law does not so allow and the Trustee is advised by the Depositor
that state law does not so allow;                                   

    (ii) the original Mortgage (with all applicable riders) with
   evidence of recording thereon. If in connection with any Mortgage Loan,
the applicable Original Loan Seller, cannot deliver or cause to be  
    delivered the original Mortgage with evidence of recording thereon on or
prior to the Closing Date because of a delay caused by the public   
      recording office where such Mortgage has been delivered for recordation or
because such Mortgage has been lost or because such public recording
  office retains the original recorded Mortgage, the applicable Original
     Loan Seller, (to the extent that it has not previously delivered the same
     to the Purchaser or the Custodian) shall deliver or cause to be delivered
    to the Custodian, a photocopy of such Mortgage, together with (i) in the
case of a delay caused by the public recording office, an officer's 
    certificate of (or certified by) the applicable Original Loan Seller (or
      certified by the title company, escrow agent, or closing attorney) stating
      that such Mortgage has been dispatched to the appropriate public recording
    office for recordation and that the original recorded Mortgage or a copy
   of such Mortgage certified by such public recording office to be a true
and complete copy of the original recorded Mortgage will be promptly
      delivered to the Custodian upon receipt thereof by the applicable Original
   Loan Seller; or (ii) in the case of a Mortgage where a public recording
office retains the original recorded Mortgage or in the case where a
      Mortgage is lost after recordation in a public recording office, a copy of
    such Mortgage certified by such public recording office to be a true and
complete copy of the original recorded Mortgage;                    

          (iii) the originals of all assumption, modification, consolidation
      or extension agreements, (if provided), with evidence of recording thereon
or a certified true copy of such agreement submitted for recording; 

           (iv) except with respect to each MERS Designated Mortgage Loan, the
    original Assignment of Mortgage for each Mortgage Loan endorsed in blank
and in recordable form;                                             

                (A) the originals of all intervening Assignments of Mortgage
   (if any) evidencing a complete chain of assignment from the
           applicable originator (or MERS with respect to each MERS Designated
      Mortgage Loan) to the last endorsee with evidence of recording
            thereon, or if any such intervening assignment has not been returned
        from the applicable recording office or has been lost or if such
            public recording office retains the original recorded Assignments of
            Mortgage, the applicable Original Loan Seller (to the extent that it
     has not previously delivered the same to the Purchaser or the
           Trustee) shall deliver or cause to be delivered to the Custodian, a
          photocopy of such intervening assignment, together with (A) in the
           case of a delay caused by the public recording office, an officer's
            certificate of (or certified by) the applicable Original Loan Seller
    (or certified by the title company, escrow agent, or closing
          attorney) stating that such intervening Assignment of Mortgage has
      been dispatched to the appropriate public recording office for
          recordation and that such original recorded intervening Assignment
        of Mortgage or a copy of such intervening Assignment of Mortgage
         certified by the appropriate public recording office to be a true
            and complete copy of the original recorded intervening assignment of
         mortgage will be promptly delivered to the Custodian upon receipt
          thereof by the applicable Original Loan Seller; or (B) in the case
            of an intervening assignment where a public recording office retains
            the original recorded intervening assignment or in the case where an
    intervening assignment is lost after recordation in a public
            recording office, a copy of such intervening assignment certified by
          such public recording office to be a true and complete copy of the
original recorded intervening assignment;               

          (v) the original or duplicate lender's title policy and any riders
   thereto or, any one of an original title binder, an original or copy of
the preliminary title report or an original or copy of the title    
commitment, and if, copies then certified by the title company;     

          (vi) a security agreement, chattel mortgage or equivalent document
executed in connection with the Mortgage (if provided);             

(vii) residential loan application;                     

(viii) Mortgage Loan closing statement;                 

  (ix) verification of employment and income, if applicable;

            (x) verification of acceptable evidence of source and amount of down
payment;                                                            

(xi) credit report on Mortgagor;                        

(xii) residential appraisal report;                     

(xiii) photograph of the Mortgaged Property;            

(xiv) survey of the Mortgaged Property;                 

            (xv) copy of each instrument necessary to complete identification of
  any exception set forth in the exception schedule in the title policy,
i.e., map or plat, restrictions, easements, sewer agreements, home  
association declarations, etc.;                                     

(xvi) all required disclosure statements;               

      (xvii) if required in an appraisal, termite report, structural
engineer's report, water potability and septic certification;       

(xviii) sales contract, if applicable; and              

          (xix) original powers of attorney, if applicable, with evidence of
recording thereon, if required.                                     

          Evidence of payment of taxes and insurance, insurance claim files,
correspondence, current and historical computerized data files (which include   
records of tax receipts and payment history from the date of origination), and  
all other processing, underwriting and closing papers and records which are     
customarily contained in a mortgage loan file and which are required to document
the Mortgage Loan or to service the Mortgage Loan.                              

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 EXHIBIT N

[Reserved]

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 EXHIBIT O

 FORM OF CERTIFICATION TO BE PROVIDED WITH FORM-10-K

Re:   GSAMP Trust 2005-HE5 (the "Trust") Mortgage Pass-Through      
         Certificates, Series 2005-HE5, issued pursuant to the Pooling and
           Servicing Agreement, dated as of November 1, 2005 (the "Pooling and
     Servicing Agreement"), among GS Mortgage Securities Corp., as
           Depositor, Litton Loan Servicing LP, as Servicer, J.P. Morgan Trust
      Company, National Association, as Custodian, and Deutsche Bank
National Trust Company, as Trustee, GSAMP Trust 2005-HE5

I, [identify the certifying individual], certify that:                          

1.    I have reviewed this annual report on Form 10-K ("Annual Report"), and all
  reports on Form 8-K containing distribution reports (collectively with
      this Annual Report, the "Reports") filed in respect of periods included in
the year covered by this Annual Report, of the Trust;               

2.    Based on my knowledge, the information in the Reports, taken as a whole,  
     does not contain any untrue statement of a material fact or omit to state
  a material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
the last day of the period covered by this Annual Report;           

3.    Based on my knowledge, the distribution or servicing information required 
to be provided to the Trustee by the Servicer under the Pooling and 
Servicing Agreement for inclusion in the Reports is included in the 
Reports;                                                            

4.    Based on my knowledge and upon the annual compliance statement included in
this Annual Report and required to be delivered to the Trustee in   
 accordance with the terms of the Pooling and Servicing Agreement, and
except as disclosed in the Reports, the Servicer has fulfilled its  
obligations under the Pooling and Servicing Agreement; and          

5.    The Reports disclose all significant deficiencies relating to the         
     Servicer's compliance with the minimum servicing standards based upon the
   report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
  Mortgage Bankers or similar procedure, as set forth in the Pooling and
Servicing Agreement, that is included in the Reports.               

In giving the certifications above, I have reasonably relied on information     
provided to me by the following unaffiliated parties: the Trustee and the       
Servicer.                                                                       

Date:                                                                           
-------------------------                                           

-------------------------------                                                 
[Signature]                                                                     
[Title]                                                                         

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 EXHIBIT P

 FORM OF TRUSTEE CERTIFICATION TO BE PROVIDED TO DEPOSITOR

Re:   GSAMP Trust 2005-HE5 (the "Trust") Mortgage Pass-Through      
         Certificates, Series 2005-HE5, issued pursuant to the Pooling and
           Servicing Agreement, dated as of November 1, 2005 (the "Pooling and
     Servicing Agreement"), among GS Mortgage Securities Corp., as
           Depositor, Litton Loan Servicing LP, as Servicer, J.P. Morgan Trust
      Company, National Association, as Custodian, and Deutsche Bank
National Trust Company, as Trustee, GSAMP Trust 2005-HE5

I, [identify the certifying individual], a [title] of Deutsche Bank 
National Trust Company, certify to the Depositor and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this     
certification, that:                                                            

1.    I have reviewed the annual report on Form 10-K (the "Annual Report") for  
      the fiscal year [___], and all reports on Form 8-K containing distribution
   reports filed in respect of periods included in the year covered by the
      Annual Report (collectively with the Annual Report, the "Reports"), of the
Trust;                                                              

2.    Based on my knowledge, the information in the Reports, taken as a whole,  
     does not contain any untrue statement of a material fact or omit to state
  a material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
the last day of the period covered by the Annual Report; and        

3.    Based on my knowledge, the distribution or servicing information required 
to be provided to the Trustee by the Servicer under the Pooling and 
Servicing Agreement for inclusion in the Reports is included in the 
Reports.                                                            

Date:                                                                           
-------------------------                                           

DEUTSCHE BANK NATIONAL TRUST COMPANY                                            

By:                                                                             
-------------------------------                                     
Name:                                                                           
-------------------------------                                     
Title:                                                                          
-------------------------------                                     

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EXHIBIT Q 

FORM OF SERVICER CERTIFICATION TO BE PROVIDED TO DEPOSITOR

Re:   GSAMP Trust 2005-HE5 (the "Trust") Mortgage Pass-Through      
         Certificates, Series 2005-HE5, issued pursuant to the Pooling and
           Servicing Agreement, dated as of November 1, 2005 (the "Pooling and
     Servicing Agreement"), among GS Mortgage Securities Corp., as
           Depositor, Litton Loan Servicing LP, as Servicer, J.P. Morgan Trust
      Company, National Association, as Custodian, and Deutsche Bank
National Trust Company, as Trustee, GSAMP Trust 2005-HE5

          I, [identify the certifying individual], certify to the Depositor,
the Trustee, and their respective officers, directors and affiliates, and with  
the knowledge and intent that they will rely upon this certification, that:     

1.    I am responsible for reviewing the activities performed by Litton Loan    
    Servicing LP under the Pooling and Servicing Agreement and based upon my
     knowledge and the annual compliance review required under the Pooling and
 Servicing Agreement, and except as disclosed in the annual compliance
    statement required to be delivered to the Trustee in accordance with the
     terms of the Pooling and Servicing Agreement (which has been so delivered
   to the Trustee), Litton Loan Servicing LP has fulfilled its obligations
under the Pooling and Servicing Agreement; and                      

2.    All significant deficiencies relating to Litton Loan Servicing LP's       
      compliance with the minimum servicing standards for purposes of the report
      provided by an independent public accountant, after conducting a review in
compliance with the Uniform Single Attestation Program for Mortgage 
   Bankers or similar procedure, as set forth in the Pooling and Servicing
      Agreement, have been disclosed to such accountant and are included in such
report.                                                             

LITTON LOAN SERVICING LP                                                        

Date:                                                                           
-------------------------                                           
-------------------------------                                                 
[Signature]                                                                     
[Title]                                                                         

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 EXHIBIT R

 FORM OF POWER OF ATTORNEY

RECORDING REQUESTED BY                                                          
AND WHEN RECORDED MAIL TO                                                       
LITTON LOAN SERVICING LP                                                        
4828 Loop Central Drive                                                         
Houston, Texas 77081                                                            
Attn:                                                                           
-------------------------------                                     

 LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Deutsche Bank National Trust Company,      
having its principal place of business at 1761 East St. Andrew Place, Santa Ana,
California 92705-4934, as Trustee (the "Trustee") pursuant to that Pooling and  
Servicing Agreement among GS Mortgage Securities Corp. (the "Depositor"), J.P.  
Morgan Trust Company, National Association (the "Custodian"), Litton Loan       
Servicing LP (the "Servicer"), and the Trustee, dated as of November 1, 2005    
(the "Pooling and Servicing Agreement"), hereby constitutes and appoints the    
Servicer, by and through the Servicer's officers, the Trustee's true and lawful 
Attorney-in-Fact, in the Trustee's name, place and stead and for the Trustee's  
benefit, in connection with all mortgage loans serviced by the Servicer pursuant
to the Pooling and Servicing Agreement for the purpose of performing all acts   
and executing all documents in the name of the Trustee as may be customarily and
reasonably necessary and appropriate to effectuate the following enumerated     
transactions in respect of any of the mortgages or deeds of trust (the          
"Mortgages" and the "Deeds of Trust", respectively) and promissory notes secured
thereby (the "Mortgage Notes") for which the undersigned is acting as Trustee   
for various certificateholders (whether the undersigned is named therein as     
mortgagee or beneficiary or has become mortgagee by virtue of endorsement of the
Mortgage Note secured by any such Mortgage or Deed of Trust) and for which the  
Servicer is acting as servicer, all subject to the terms of the Pooling and     
Servicing Agreement.                                                            

This appointment shall apply to the following enumerated transactions only:     

(1)   The modification or re-recording of a Mortgage or Deed of Trust, where    
   said modification or re-recordings is for the purpose of correcting the
   Mortgage or Deed of Trust to conform same to the original intent of the
  parties thereto or to correct title errors discovered after such title
 insurance was issued and said modification or re-recording, in either
   instance, does not adversely affect the lien of the Mortgage or Deed of
Trust as insured.                                                   

(2)   The subordination of the lien of a Mortgage or Deed of Trust to an        
   easement in favor of a public utility company of a government agency or
   unit with powers of eminent domain; this section shall include, without
limitation, the execution of partial satisfactions/releases, partial
      reconveyances or the execution or requests to trustees to accomplish same.

(3)   The conveyance of the properties to the mortgage insurer, or the closing  
of the title to the property to be acquired as real estate owned, or
conveyance of title to real estate owned.                           

(4)   The completion of loan assumption agreements.                             

(5)   The full satisfaction/release of a Mortgage or Deed of Trust or full      
conveyance upon payment and discharge of all sums secured thereby,  
     including, without limitation, cancellation of the related Mortgage Note.

(6)   The assignment of any Mortgage or Deed of Trust and the related Mortgage  
    Note, in connection with the repurchase of the mortgage loan secured and
evidenced thereby.                                                  

(7)   The full assignment of a Mortgage or Deed of Trust upon payment and       
     discharge of all sums secured thereby in conjunction with the refinancing
 thereof, including, without limitation, the assignment of the related
Mortgage Note.                                                      

(8)   With respect to a Mortgage or Deed of Trust, the foreclosure, the taking  
of a deed in lieu of foreclosure, or the completion of judicial or  
      non-judicial foreclosure or termination, cancellation or rescission of any
such foreclosure, including, without limitation, any and all of the 
following acts:                                                     

(9)   the substitution of trustee(s) serving under a Deed of Trust, in          
accordance with state law and the Deed of Trust;                    

1.    the preparation and issuance of statements of breach or       
non-performance;                                        

    2.    the preparation and filing of notices of default and/or notices of
sale;                                                   

     3.    the cancellation/rescission of notices of default and/or notices of
sale;                                                   

4.    the taking of a deed in lieu of foreclosure; and              

5.    the preparation and execution of such other documents and     
       performance of such other actions as may be necessary under the
          terms of the Mortgage, Deed of Trust or state law to expeditiously
          complete said transactions in paragraphs 8.a. through 8.e., above.

The undersigned gives said Attorney-in-Fact full power and authority to execute 
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause 
to be done by authority hereof.                                                 

Third parties without actual notice may rely upon the exercise of the power     
granted under this Limited Power of attorney; and may be satisfied that this    
Limited Power of Attorney shall continue in full force and effect and has not   
been revoked unless an instrument of revocation has been made in writing by the 
undersigned.                                                                    

IN WITNESS WHEREOF, __________________ as Trustee pursuant to that Pooling and  
Servicing Agreement among the Depositor, the Servicer, the Custodian, and the   
Trustee, dated as of November 1, 2005 (GSAMP Trust 2005-HE5 Mortgage            
Pass-Through Certificates, Series 2005-HE5), has caused its corporate seal to be
hereto affixed and these presents to be signed and acknowledged in its name and 
behalf by ______________ its duly elected and authorized Vice President this __ 
day of ________, 200__.                                                         

 By:
                                          --------------------------------------
                                       as Trustee for GSAMP Trust 2005-HE5
                                       Mortgage Pass-Through Certificates,
                   Series 2005-HE5

 By:
                                          --------------------------------------
         Name:
          Title:

STATE OF                                                                        
--------                                                      

COUNTY OF                                                                       
------                                                      

On ___________, 200__, before me, the undersigned, a Notary Public in and for   
said state, personally appeared _______________, Vice President of              
________________as Trustee for ______________ Mortgage Loan Asset Backed        
Certificates, Series 200__-___, personally known to me to be the person whose   
name is subscribed to the within instrument and acknowledged to me that he/she  
executed that same in his/her authorized capacity, and that by his/her signature
on the instrument the entity upon behalf of which the person acted and executed 
the instrument.                                                                 

WITNESS my hand and official seal.                                              

(SEAL)                                                              

                                       -----------------------------------------
                                       Notary Public

                   My Commission Expires
                                                            --------------------

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                                                                  EXECUTION COPY

 EXHIBIT S

REPRESENTATIONS AND WARRANTIES AGREEMENT

          This REPRESENTATIONS AND WARRANTIES AGREEMENT ("Agreement"), dated
as of November 22, 2005 (the "Closing Date"), is between GOLDMAN SACHS MORTGAGE 
COMPANY ("GSMC" or the "Seller") and GS MORTGAGE SECURITIES CORP. (the          
"Depositor" or the "Purchaser").                                                

W I T N E S S E T H:

            WHEREAS, GSMC acquired certain mortgage loans (the "Mortgage Loans")
set forth on the mortgage loan schedule attached hereto as Schedule I (the      
"Mortgage Loan Schedule") from various mortgage loan sellers pursuant to certain
Master Loan Purchase Agreements (the "Purchase Agreements"), each between GSMC, 
as purchaser, and the applicable mortgage loan seller, as seller;               

            WHEREAS, pursuant to that certain bill of sale, dated as of November
22, 2005, between GSMC and the Depositor, the Mortgage Loans are to be          
transferred by GSMC to the Depositor;                                           

          WHEREAS, pursuant to that certain Pooling and Servicing Agreement,
dated as of November 1, 2005 (the "Pooling and Servicing Agreement"), among the 
Depositor, Litton Loan Servicing LP, as Servicer (the "Servicer"), J.P. Morgan  
Trust Company, National Association, as Custodian, and Deutsche Bank National   
Trust Company, as Trustee (the "Trustee"), the GSAMP Trust 2005-HE5 (the        
"Trust") shall issue its Mortgage Pass-Through Certificates, Series 2005-HE5    
(the "Certificates"), representing beneficial ownership interest in a trust, the
assets of which include, but are not limited to, the Mortgage Loans transferred 
by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement;  

          WHEREAS, in connection with the sale of the Mortgage Loans by GSMC
to the Depositor, GSMC shall make various representations and warranties to the 
Depositor regarding the Mortgage Loans;                                         

           NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the receipt and sufficiency of which are hereby     
acknowledged, the parties hereto hereby agree as follows:                       

Section 1. Defined Terms.                               

          (a) Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned to such terms in the Pooling and Servicing     
Agreement. In the event of a conflict between any of the defined terms contained
in this Agreement and the Pooling and Servicing Agreement, the definitions      
contained in the Pooling and Servicing Agreement shall control.                 

            (b) The following capitalized terms shall have the meanings assigned
to such terms below:                                                            

       Accepted Servicing Practices: With respect to any Mortgage Loan
those mortgage servicing practices of prudent mortgage lending institutions     
which service mortgage loans of the same type as such Mortgage Loan in the      
jurisdiction where the related Mortgaged Property is located.                   

            ALTA: The American Land Title Association, or any successor thereto.

     Deleted Mortgage Loan: A Mortgage Loan that is repurchased or
replaced or to be replaced with a Qualified Substitute Mortgage Loan by GSMC in 
accordance with the terms of this Agreement.                                    

       High Cost Loan: A Mortgage Loan that is (a) covered by the Home
Ownership and Equity Protection Act of 1994, (b) identified, classified or      
characterized as "high cost," "threshold," "covered", or "predatory" under any  
other applicable state, federal or local law (or a similarly identified,        
classified or characterized 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) or   
(c) categorized as "High Cost" or "Covered" pursuant to Appendix E of the then  
current Standard & Poor's LEVELs Glossary.                                      

          Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
ratio (expressed as a percentage) of the outstanding principal amount of the    
such Mortgage Loan as of the Cut-off Date (unless otherwise indicated), to the  
lesser of (a) the Appraised Value of the Mortgaged Property at origination and  
(b) if such Mortgage Loan was made to finance the acquisition of the related    
Mortgaged Property, the purchase price of the Mortgaged Property,               

       Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan.                                                    

          Qualified Substitute Mortgage Loan: A mortgage loan eligible to be
substituted by GSMC for a Deleted Mortgage Loan which must, on the date of such 
substitution, (i) have an outstanding principal balance, after deduction of all 
scheduled payments due in the month of substitution (or in the case of a        
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an     
aggregate principal balance), not in excess of the outstanding principal balance
of the Deleted Mortgage Loan (the amount of any shortfall will be paid by GSMC  
to the Depositor or its designee in the month of substitution); (ii) have a     
Mortgage Interest Rate not less than, and not more than 1% greater than, the    
Mortgage Interest Rate of the Deleted Mortgage Loan; (iii) have a remaining term
to maturity not greater than, and not more than one year less than, that of the 
Deleted Mortgage Loan (iv) be of the same type as the Deleted Mortgage Loan     
(i.e., fixed rate or adjustable rate with same Periodic Rate Cap, and Index);   
and (v) comply with each representation and warranty (respecting individual     
Mortgage Loans) set forth in Section 2 of this Agreement.                       

Section 2. Representations and Warranties of GSMC.      

      (a) As to each Mortgage Loan (except as otherwise set forth on
Exhibit II hereto), GSMC hereby makes the representations and warranties set    
forth in Exhibit I hereto to the Depositor as of the Closing Date (or such other
date as set forth herein).                                                      

          (b) None of the Group I Mortgage Loans has a Prepayment Premium in
excess of three years.                                                          

        Section 3. Repurchase or Substitution Obligation for Breach of a
Representation or Warranty.                                                     

           (a) Within sixty (60) days of the earlier of either discovery by or
notice to GSMC of any breach of a representation or warranty which materially   
and adversely affects the value of the Mortgage Loans or the interest of the    
Depositor therein (or which materially and adversely affects the value of the   
applicable Mortgage Loan or the interest of the Depositor therein), GSMC shall  
cure such breach in all material respects and, if such breach cannot be cured,  
GSMC shall, at the Depositor's option, within sixty (60) calendar days of GSMC's
receipt of request from the Depositor, repurchase such Mortgage Loan at the     
Repurchase Price. In the event that such a breach shall involve any             
representation or warranty set forth in Section 2 of this Agreement, and such   
breach cannot be cured within sixty (60) days of the earlier of either discovery
by or notice to GSMC of such breach, all of the Mortgage Loans materially and   
adversely affected thereby shall, at the Depositor's option, be repurchased by  
GSMC at the Repurchase Price. Any repurchase of a Mortgage Loan or Loans        
pursuant to the foregoing provisions of this Section 3 shall be accomplished by 
direct remittance of the Repurchase Price to the Depositor or its designee in   
accordance with the Depositor's instructions.                                   

         However, if the breach shall involve a representation or warranty
set forth in Section 2 of this Agreement relating to any Mortgage Loan and GSMC 
discovers or receives notice of any such breach within two years of the Closing 
Date, GSMC shall, at the Depositor's option and provided that GSMC has a        
Qualified Substitute Mortgage Loan, rather than repurchase such Mortgage Loan as
provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and       
substitute in its place a Qualified Substitute Mortgage Loan or Mortgage Loans, 
provided that any such substitution shall be effected not later than two years  
after the Closing Date. If GSMC has no Qualified Substitute Mortgage Loan, GSMC 
shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan 
or Mortgage Loans pursuant to the foregoing provisions of this Section 3 shall  
be accomplished by direct remittance of the Repurchase Price to the Depositor or
its designee in accordance with the Depositor's instructions.                   

         At the time of repurchase or substitution, the Depositor and GSMC
shall arrange for the reassignment of the Deleted Mortgage Loan to GSMC and the 
delivery to GSMC of any documents held by the Trustee or the Custodian, as the  
case may be, relating to the Deleted Mortgage Loan. In the event of a repurchase
or substitution, GSMC shall, simultaneously with such reassignment, give written
notice to the Depositor that such repurchase or substitution has taken place,   
amend the applicable Mortgage Loan Schedule to reflect the withdrawal of the    
Deleted Mortgage Loan from this Agreement, and, in the case of substitution,    
identify a Qualified Substitute Mortgage Loan and amend the applicable Mortgage 
Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan
to this Agreement. In connection with any such substitution, GSMC shall be      
deemed to have made as to such Qualified Substitute Mortgage Loan the           
representations and warranties set forth in this Agreement except that all such 
representations and warranties set forth in this Agreement shall be deemed made 
as of the date of such substitution. GSMC shall effect such substitution by     
delivering to the Trustee or the Custodian or to such other party as the        
Depositor may designate in writing for such Qualified Substitute Mortgage Loan  
the documents required by the Pooling and Servicing Agreement, with the Mortgage
Note endorsed as required by the Pooling and Servicing Agreement. No            
substitution will be made in any calendar month after the initial Determination 
Date for such month. GSMC shall remit directly to the Depositor, or its designee
in accordance with the Depositor's instructions the monthly payment less the    
Servicing Fee due, if any, on such Qualified Substitute Mortgage Loan or        
Mortgage Loans in the month following the date of such substitution. Monthly    
payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall be retained by GSMC. For the month of substitution,          
distributions to the Depositor shall include the monthly payment due on any     
Deleted Mortgage Loan in the month of substitution, and GSMC shall thereafter be
entitled to retain all amounts subsequently received by GSMC in respect of such 
Deleted Mortgage Loan.                                                          

      For any month in which GSMC substitutes a Qualified Substitute
Mortgage Loan for a Deleted Mortgage Loan, GSMC shall determine the amount (if  
any) by which the aggregate principal balance of all Qualified Substitute       
Mortgage Loans as of the date of substitution is less than the aggregate Stated 
Principal Balance of all Deleted Mortgage Loans (after application of scheduled 
principal payments due in the month of substitution). The amount of such        
shortfall, together with one month's interest at the Mortgage Interest Rate on  
the Deleted Mortgage Loan, shall be distributed by GSMC directly to the         
Depositor or its designee in accordance with the Depositor's instructions within
two (2) Business Days of such substitution.                                     

          Any cause of action against GSMC relating to or arising out of the
breach of any representations and warranties made in Section 2 shall accrue as  
to any Mortgage Loan upon (i) discovery of such breach by the Depositor or      
notice thereof by GSMC to the Depositor, (ii) failure by GSMC to cure such      
breach, repurchase such Mortgage Loan or substitute a Qualified Substitute      
Mortgage Loan as specified above, and (iii) demand upon GSMC by the Depositor   
for compliance with this Agreement.                                             

       (b) It is understood and agreed that the obligation of GSMC set
forth in Section 3(a) to repurchase or substitute for a Mortgage Loan in breach 
of a representation or warranty contained in Section 2 constitutes the sole     
remedy of the Depositor or any other person or entity with respect to such      
breach.                                                                         

Section 4. Document Delivery Requirements.              

         GSMC shall deliver to the Depositor all documents and instruments
required under Section 2.01 of the Pooling and Servicing Agreement with respect 
to the Mortgage Loans. In the event any document or instrument required to be   
delivered to the Depositor pursuant to Section 2.01 of the Pooling and Servicing
Agreement, including an original or copy of any document submitted for          
recordation to the appropriate public recording office, is not so delivered to  
the Depositor, and in the event that GSMC does not cure such failure within 60  
days of discovery or receipt of written notification of such failure from the   
Depositor, GSMC shall, at the Depositor's option, repurchase such Mortgage Loan 
at the Repurchase Price, together with all expenses incurred by the Depositor as
a result of such repurchase.                                                    

Section 5. Term of Representation and Warranties.       

         The representations and warranties of GSMC set forth in Section 2
shall inure to the benefit of the Depositor and its successors and assigns until
all amounts payable to Certificateholders under the Pooling and Servicing       
Agreement have been paid in full.                                               

Section 6. Execution in Counterparts.                   

           This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts,  
when so executed and delivered, shall be deemed to be an original and all of    
which counterparts, taken together, shall constitute but one and the same       
Agreement.                                                                      

Section 7. GOVERNING LAW.                               

        THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARDS TO CONFLICTS OF LAWS    
PRINCIPLES.                                                                     

Section 8. Severability of Provisions.                  

            Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining      
provisions hereof or affecting the validity or enforceability of such provision 
in any other jurisdiction.                                                      

Section 9. Captions.                                    

            The captions in this Agreement are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.            

Section 10. Successors and Assigns.                     

          This Agreement may not be assigned, pledged or hypothecated by any
party hereto, except that the Depositor's rights under this Agreement may be    
assigned to the Trustee and are exercisable by the Trustee (and its successors  
and assigns) and will be enforceable by the Trustee. Any entity into which GSMC 
or the Depositor may be merged or consolidated shall, without the requirement   
for any further writing, be deemed GSMC or the Depositor, respectively,         
hereunder.                                                                      

Section 11. Third Party Beneficiary.                    

       The parties agree that the Trust (including the Trustee and the
Servicer acting on the Trust's behalf) is an intended third-party beneficiary of
this Agreement with the right to enforce the provisions hereof and the rights to
obtain the benefit of the enforcement of the obligations and covenants of GSMC  
under Section 3 of this Agreement as if the Trustee were a party to this        
Agreement.                                                                      

Section 12. Amendments.                                 

      This Agreement may be amended from time to time by the parties
hereto.                                                                         

[Remainder of this Page Intentionally Left Blank.]

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            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date and year first above written.                        

                            GOLDMAN SACHS MORTGAGE COMPANY

                                   By: Goldman Sachs Real Estate Funding
                                Corp., its General Partner

 By:
                                          --------------------------------------
         Name:
          Title:

                          GS MORTGAGE SECURITIES CORP.

 By:
                                          --------------------------------------
         Name:
          Title:

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 EXHIBIT I

 Representations and Warranties Regarding the Mortgage Loans

      (a) Mortgage Loans as Described. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is complete, true and accurate;

    (b) Criteria for Eligible Loans. The Mortgage Loan has been underwritten
in accordance with, and meets the parameters of, the underwriting requirements  
set forth in the Underwriting Guide or the Seller's underwriting guidelines. 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" 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). No Mortgage Loan is subject to any rights of rescission,          
counterclaims or defenses;                                                      

(c) Compliance with Applicable Laws: Each Mortgage Loan has been    
originated in compliance with all applicable local, state and federal laws and  
regulations including, without limitation, usury and predatory lending laws;    

 (d) Origination/Doing Business: The Mortgage Loan was originated by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant to
Sections 203 and 211 of the National Housing Act, a savings and loan            
association, a savings bank, a commercial bank, credit union, insurance company 
or other similar institution which is supervised and examined by a federal or   
state authority. All parties who have had any interest in the Mortgage Loan,    
whether as a mortgagee, assignee, pledgee or otherwise are (or during the period
in which they held and disposed of such interest, were) (a) in compliance with  
any and all applicable licensing requirements of the laws of the state where the
Mortgaged Property is located, and (b) either (i) organized under the laws of   
such state, or (ii) qualified to do business in such state, or (iii) a federal  
savings and loan association, a savings bank or a national bank having a        
principal office in such state, or (c) not doing business in such state;        

      (e) Validity of Loan Documents: The Mortgage Note and the Mortgage and any
other agreement executed by a Mortgagor in connection with a Mortgage Loan are  
genuine and each is the legal, valid, and binding obligation of its maker. Each 
is enforceable according with its terms (including without limitation, any      
provisions relating to prepayment charges or penalties), except as limited by   
bankruptcy, insolvency or other similar laws generally affecting the enforcement
of creditor's rights. To the best of the Seller's knowledge, all parties        
associated with the Mortgage Note, the Mortgage and any related document had    
legal capacity to enter into the Mortgage Loan and to execute and deliver said  
documents and said documents have been duly and properly executed by all such   
related parties;                                                                

(f) No Defenses: The Mortgage Loan is not subject to any right of   
rescission, set-off, counterclaim or defense, including without limitation the  
defense of usury. The operation of any of the terms of the Mortgage Note or the 
Mortgage, or the exercise of any right thereunder, will not render 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. In addition, no such right of rescission, set-off,        
counterclaim or defense has been asserted with respect to the Mortgage Note or  
the Mortgage. To the best of the Seller's knowledge, no Mortgagor was a debtor  
in any local, state or federal bankruptcy or insolvency proceeding at the time  
the related Mortgage Loan was originated or as of the related origination date; 

(g) No Defaults: Other than payments due but not yet 30 days or more
delinquent, to the best of the Seller's knowledge, there is no default, breach, 
violation or event which would permit acceleration existing 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. No such default,    
breach, violation or event which would permit acceleration has been waived by   
the Seller or by any other entity involved in originating the Mortgage Loan.    
With respect to each second lien loan, (i) the prior mortgage is in full force  
and effect, (ii) there is no default, breach, violation or event which would    
permit acceleration existing under such prior mortgage or the related mortgage  
note, (iii) there is 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 thereunder, and either (A)   
the prior mortgage contains a provision which allows or (B) applicable law      
requires, the mortgagee under the second lien loan to receive notice of, and    
affords such mortgagee an opportunity to cure any default by payment in full or 
otherwise under the prior mortgage;                                             

 (h) Original Terms Unmodified: The terms of the Mortgage Note and the
Mortgage have not been impaired, waived, altered or modified in any respect from
the date of origination, except by written instrument. Any such instrument was  
recorded in the applicable public recording office if necessary to protect the  
interests of the Purchaser in the related Mortgage Loan. In addition, the       
changes to the terms have been delivered to the Purchaser or its designee and   
reflected on the Loan Schedule. No Mortgage Loan has been modified so as to     
restructure the payment obligations or extend the maturity date of the Mortgage 
Loan. The substance of any such waiver, alteration or modification has been     
approved by the title insurer to the extent required by the title policy. No    
Mortgagor has been released, in whole or in part, except in connection with an  
assumption agreement, approved by the issuer of the title insurance, to the     
extent required by the policy, and which assumption agreement is part of the    
Custodial File delivered to the Purchaser or its designee and the terms of which
are reflected in the Loan Schedule;                                             

 (i) No Satisfaction of Mortgage: The Mortgage has not been satisfied,
cancelled, subordinated or rescinded, in whole or in part and the Mortgaged     
Property has not been released from the lien of the Mortgage, in whole or in    
part, nor has any instrument been executed that would effect any such           
satisfaction, cancellation, subordination, or rescission. The Seller has not    
waived the performance by the Mortgagor of any action, if the Mortgagor's       
failure to perform such action would cause the Mortgage Loan to be in default,  
nor has the Seller waived any default resulting from any action or inaction by  
the Mortgagor;                                                                  

    (j) Customary Provisions: The Mortgage and related Mortgage Note contain
customary and enforceable provisions such as to render the rights and remedies  
of the holder thereof adequate for the realization against the Mortgaged        
Property of the benefits of the security provided thereby, including: by        
trustee's sale, in the case of a Mortgage designated as a deed of trust; and by 
judicial foreclosure. There are no homestead or other exemptions or other rights
or interests available to the Mortgagor that would interfere with the right to  
sell the Mortgaged Property at a trustee's sale or the right to foreclose the   
Mortgage, subject to applicable federal, state and local laws and judicial      
precedent with respect to bankruptcy and right of redemption or similar law;    

      (k) Full Disbursement of Loan Proceeds: Each Mortgage Loan has been closed
and the proceeds of the Mortgage Loan have been fully disbursed. There is no    
obligation for the Mortgagee to advance additional funds and any and all        
requirements to complete any on-site or off-site improvement have been complied 
with as well as any disbursements of escrow funds;                              

   (l) Ownership: The Seller is the sole owner of record and holder of the
Mortgage Loan and the indebtedness evidenced by each Mortgage Note. The Mortgage
Loan is not assigned or pledged other than for normal warehouse arrangements or 
other warehouse arrangements previously disclosed to the Purchaser, and the     
Seller has good, indefeasible and marketable title thereto, and has full right  
to transfer and sell the Mortgage Loan to the Purchaser free and clear of any   
encumbrance, equity, participation interest, lien, pledge, charge, claim or     
security interest, and has full right and authority subject to no interest or   
participation of, or agreement with, any other party, to sell and assign each   
Mortgage Loan pursuant to the underlying purchase documents, as applicable;     

      (m) Improvements: All the improvements that were considered in determining
the appraised value of the Mortgaged Property lie wholly within its boundaries  
and the building restriction lines of the Mortgaged Property. Otherwise, the    
title insurance policy insures against loss or damage by reason of any          
violation, variation, encroachment or adverse circumstance that either is       
disclosed or would have been disclosed by an accurate survey. No improvements to
adjoining properties encroach upon the Mortgaged Property in any respect so as  
to affect the value or marketability of the Mortgaged Property. No improvement  
located on, or being part of, the Mortgaged Property is in violation of any     
applicable zoning law or regulation;                                            

   (n) Proper Servicing: The Mortgage Loan has been serviced by the Seller
(or a servicer or subservicer on its behalf) and any predecessor servicer in    
accordance with Accepted Servicing Practices, applicable laws and regulations   
and have been in all respects legal and proper and prudent in the mortgage      
origination and servicing business;                                             

      (o) All Payments Made: Other than with respect to payments not yet 30 days
delinquent, no Mortgage Loan is 30 or more days delinquent on the Closing Date, 
nor has any Mortgage Loan been delinquent since its origination date. The Seller
has not advanced funds, or induced, solicited or knowingly received any advance 
of funds, directly or indirectly, from a party other than the owner of the      
related Mortgaged Property for the payment of any amount required by the        
Mortgage Note or Mortgage, except for interest accruing from the date of the    
Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever  
is earlier, to the date which precedes by one month the due date of the first   
installment of principal and interest;                                          

(p) Title Insurance Policy: Each Mortgage Loan is covered by an ALTA
lender's title insurance policy, or with respect to any Mortgage Loan for which 
the related Mortgaged Property is located in California, a CLTA lender's title  
insurance policy or other generally acceptable form of policy or insurance      
acceptable to Fannie Mae or Freddie Mac. The title insurance policy:            

     (1)   is issued by a title insurer who is qualified to do business in the
jurisdiction where the Mortgaged Property is located;   

    (2)   insures the Seller, its successors and assigns, as to the first or
      second priority lien of the Mortgage in the original principal
amount of the Mortgage Loan;                            

(3)   insures against any loss by reason of the invalidity or       
         unenforceability of the lien resulting from the provisions of the
          Mortgage providing for adjustment in the interest rate and monthly
payment for any adjustable rate Mortgage Loan;          

    (4)   affirmatively insures ingress and egress to and from the Mortgaged
Property;                                               

    (5)   insures against encroachments by or upon the Mortgaged Property or
any interest therein;                                   

      (6)   names the Seller, its successors and assigns, as the sole insured of
the title insurance policy;                             

(7)   is valid and remains in full force and effect; and            

(8)   does not contain any special exceptions (other than standard  
         exclusions) for zoning and uses and has been marked to delete the
        standard survey exceptions or to replace the standard exceptions
with a specific survey reading;                         

In addition, no claims are pending under such lender's title insurance policy,  
and no prior holder of the related Mortgage, including the Seller, has done, by 
act or omission, anything that would impair the coverage of such policy;        

      (q) Fire, Hazard and Flood Insurance: All buildings and other improvements
on the Mortgaged Property are insured. The buildings and other improvements are 
insured against loss by fire, hazards of extended coverage and other hazards. If
the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood  
Insurance Rate Map issued by the Federal Emergency Management Agency as having  
special flood hazards, the property must have a flood insurance policy in       
effect. The flood insurance policy meets the requirements of the current        
guidelines of the Federal Insurance Administration. All such insurance policies 
contain a standard Mortgagee clause naming the Seller, its successors and       
assigns as Mortgagee and all premiums due have been paid. Each Mortgage         
obligates the Mortgagor to maintain all such insurance at the Mortgagor's cost  
and expense. If the Mortgagor fails to maintain such insurance, then the holder 
of the Mortgage is authorized to obtain such insurance and to seek reimbursement
from the Mortgagor;                                                             

    (r) Mortgaged Property Undamaged; No Condemnation Proceedings: (i) There
is no proceeding pending or, to the Seller's knowledge, threatened for the total
or partial condemnation of the Mortgaged Property. (ii) To the Seller's         
knowledge, 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; provided, however, that if it  
is discovered by the Seller that the substance of such representation and       
warranty is inaccurate, notwithstanding the Seller's lack of knowledge with     
respect to the substance of such representation and warranty, such inaccuracy   
shall be deemed a breach of such representation and warranty.                   

(s) No Mechanics' Liens: There are no mechanics' or similar liens or
claims which have been filed for work, labor or material (and no rights are     
outstanding that under law could give rise to such liens) affecting the related 
Mortgaged Property which are or may be liens prior to, or equal or coordinate   
with, the lien of the related Mortgage; provided, however, that this warranty   
shall be deemed not to have been made at the time of the initial issuance of the
Certificates if a title policy affording, in substance, the same protection     
afforded by this warranty is furnished to the Trustee by the Seller;            

      (t) Single-premium Credit Insurance: In connection with the origination of
any Mortgage Loan, no proceeds from any Mortgage Loan were used to finance a    
single-premium credit life, credit disability, credit unemployment or credit    
property insurance policy;                                                      

      (u) Valid First and Second Lien: Each Mortgage is a valid, enforceable and
perfected first lien, with respect to first lien loans, or second lien, with    
respect to second lien Mortgage Loans, on real estate constituting the Mortgaged
Property, including all buildings and improvements on the Mortgaged Property and
all installations and mechanical, electrical, plumbing, heating and air         
conditioning systems located in or annexed to such buildings, and all additions,
alterations and replacements made at any time, with respect to the foregoing.   
The lien of the Mortgage is subject only to: with respect to second lien loans, 
the lien of the first mortgage on the Mortgaged Property; the lien of current   
real estate property taxes and assessments not yet due and payable; 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 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. Any security agreement, chattel mortgage or equivalent document       
related to and delivered in connection with the Mortgage Loan establishes and   
creates a valid, subsisting, enforceable and perfected (A) first lien and first 
priority security interest with respect to each first lien loan, or (B) second  
lien and second priority security interest with respect to each second lien     
loan, in either case, on the property described therein and Seller has full     
right to sell and assign the same to the Seller;                                

      (v) No Delinquent Amounts: There are no delinquent amounts that affect the
Mortgaged Property including, but not limited to: real estate property taxes;   
ground rents; water charges; sewer and municipal charges; insurance premiums;   
leasehold payments; and governmental assessments;                               

    (w) Payment Terms: Principal payments on each Mortgage Loan commenced no
more than sixty days after funds were disbursed in connection with such Mortgage
Loan. The Mortgage Interest Rate as well as, with respect to Adjustable Rate    
Mortgage Loan, the lifetime rate cap and the periodic cap are as set forth on   
the Mortgage Loan Schedule. Except during the interest only period for any      
Interest Only Mortgage Loan and with respect to any balloon Mortgage Loan, the  
Mortgage Note is payable in equal monthly installments of principal and         
interest, which installments of interest, with respect to adjustable-rate loans,
are subject to change due to the adjustments to the Mortgage Interest Rate on   
each adjustment date, as set forth in the related Mortgage Note, with interest  
calculated and payable in arrears, sufficient to fully amortize the Mortgage    
Loan by the stated maturity date, over an original term of not more than thirty 
years from commencement of amortization. No Mortgage Loan contains a provision  
allowing the Mortgagor to convert the mortgage interest rate from an adjustable 
interest rate to a fixed interest rate. No Mortgage Loan contains terms or      
provisions which would result in negative amortization;                         

(x) Prepayment Premiums: Except as set forth in the Mortgage Loan   
Schedule, each Mortgage Loan is subject to a Prepayment Premium. With respect to
each Mortgage Loan that has a Prepayment Premium feature, each such Prepayment  
Premium is enforceable, and each Prepayment Premium is permitted pursuant to    
federal, state and local law. Each such Prepayment Premium is in an amount equal
to or less than the maximum amount permitted under applicable law; however, no  
such Prepayment Premium may be imposed for a term in excess of three (3) years  
(or five years with respect to Mortgage Loans originated prior to October 1,    
2002);                                                                          

  (y) Location and Type of Mortgaged Property: The Mortgaged Property is
located in the state identified in the Mortgage Loan Schedule and consists of   
real property with a detached single family residence erected thereon, or a two-
to four-family dwelling, or an individual condominium unit in a condominium     
project, or an individual unit in a planned unit development;                   

(z) Occupancy of Mortgaged Property: To the best of the Seller's    
knowledge, the Mortgaged Property is lawfully occupied under applicable law. All
inspections, licenses and certificates required to be made or issued with       
respect to all occupied portions of the Mortgaged Property and, with respect to 
the use and occupancy of the same, including but not limited to certificates of 
occupancy and fire underwriting certificates, have been made or obtained from   
the appropriate authorities;                                                    

(aa) Leaseholds: If the Mortgage Loan is secured by a long-term     
residential lease, (1) the lessor under the lease holds a fee simple interest in
the land; (2) the terms of such lease expressly permit the mortgaging of the    
leasehold estate, the assignment of the lease without the lessor's consent and  
the acquisition by the holder of the Mortgage of the rights of the lessee upon  
foreclosure or assignment in lieu of foreclosure or provide the holder of the   
Mortgage with substantially similar protections; (3) the terms of such lease do 
not (a) allow the termination thereof upon the lessee's default without the     
holder of the Mortgage being entitled to receive written notice of, and         
opportunity to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence, (c)     
prohibit the holder of the Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies relating to the        
Mortgaged Property or (d) permit any increase in rent other than pre-established
increases set forth in the lease; (4) the original term of such lease is not    
less than fifteen (15) years; (5) the term of such lease to extend at least five
(5) years beyond the term of the Mortgage unless such lease contains a provision
for future vesting of land to the Mortgagor or homeowner's association after the
maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in
a jurisdiction in which the use of leasehold estates in transferring ownership  
in residential properties is a widely accepted practice;                        

  (bb) Credit Information: As to each consumer report (as defined in the
Fair Credit Reporting Act, Public Law 91-508) or other credit information       
furnished by the Seller to the Purchaser, the Seller has full right and         
authority and is not precluded by law or contract from furnishing such          
information to the Purchaser and the Purchaser is not precluded by the terms of 
the Mortgage Loan Documents from furnishing the same to any subsequent or       
prospective purchaser of such Mortgage. The Seller has in its capacity as       
servicer, for each Mortgage Loan, fully furnished, in accordance with the Fair  
Credit Reporting Act and its implementing regulations, accurate and complete    
information (i.e., favorable and unfavorable) on its borrower credit files to   
Equifax, Experian Credit Information Services, Inc. and Trans Union Credit      
Information Company (three of the credit repositories), on a monthly basis;     

     (cc) Predatory Lending Regulations: No Mortgage Loan is a High Cost Loan.
No Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is
governed by the Georgia Fair Lending Act.                                       

(dd) Arbitration: With respect to any Mortgage Loan originated after
August 1, 2004, no Mortgagor agreed to submit to arbitration to resolve any     
dispute arising out of or relating in any way to the Mortgage Loan transaction; 

(ee) LTV. No Mortgage Loan has a LTV greater than 100%;             

(ff) Qualified Mortgage. The Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code;                           

    (gg) Delivery to the Custodian. With respect to each Mortgage Loan, GSMC
is in possession of a complete Mortgage File except for the documents which have
been delivered to the Custodian or which have been submitted for recording and  
not yet returned;                                                               

   (hh) No Fraud. To the best of the Seller's knowledge, no action, error,
omission, misrepresentation, negligence, fraud or similar occurrence regarding  
the Mortgage Loans has taken place on the part of the Seller or any person,     
including, without limitation, the Mortgagor, any independent contractor        
retained by the Seller, any appraiser, any broker, any correspondent, any       
builder or developer, or any other party involved in the origination or         
servicing of the Mortgage Loans; provided, however, that if it is discovered by 
the Seller that the substance of such representation and warranty is inaccurate,
notwithstanding the Seller's lack of knowledge with respect to the substance of 
such representation and warranty, such inaccuracy shall be deemed a breach of   
such representation and warranty; and                                           

(ii) Environmental Laws. To the best of the Seller's knowledge, the 
Mortgaged Property is free from any and all toxic or hazardous substances and   
there exists no violation of any local, state or federal environmental law, rule
or regulation; provided, however, that if it is discovered by the Seller that   
the substance of such representation and warranty is inaccurate, notwithstanding
the Seller's lack of knowledge with respect to the substance of such            
representation and warranty, such inaccuracy shall be deemed a breach of such   
representation and warranty.                                                    

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EXHIBIT II

 Exceptions to Representations and Warranties Regarding the Mortgage Loans

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Representation                        Exceptions                      

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   (o)        As of the Cut-off Date, approximately 1.68% of the
                      Mortgage loans are one Monthly Payment or more delinquent.

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SCHEDULE I

Mortgage Loan Schedule

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/27/05		10		41			8-K
Filed on:		12/7/05
For Period End:		11/22/05		5		63
		11/18/05		5
		11/1/05		1		63
		8/1/04		65
		3/6/03		5		65
		10/1/02		5		65
		8/20/96		5
									List all Filings