GSAMP Trust 2005-WMC3 – ‘FWP’ on 12/14/05 re: GSAMP Trust 2005-WMC3

On:  Wednesday, 12/14/05, at 9:13pm ET   ·   As of:  12/15/05   ·   Accession #:  914121-5-2368   ·   File #:  333-127620-12

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Free Writing Prospectus   —   Rule 163/433
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Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Free Writing Prospectus                              165    947K 

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                                                      Filed Pursuant to Rule 433
                                                    Registration No.: 333-127620

 GSAMP 2005-WMC3 FREE WRITING PROSPECTUS

 IMPORTANT NOTICE REGARDING THE CONDITIONS
FOR THIS OFFERING OF ASSET-BACKED SECURITIES

The asset-backed securities referred to in these materials are being offered    
when, as and if issued. In particular, you are advised that asset-backed        
securities, and the asset pools backing them, are subject to modification or    
revision (including, among other things, the possibility that one or more       
classes of securities may be split, combined or eliminated), at any time prior  
to issuance or availability of a final prospectus. As a result, you may commit  
to purchase securities that have characteristics that may change, and you are   
advised that all or a portion of the securities may not be issued that have the 
characteristics described in these materials. Our obligation to sell securities 
to you is conditioned on the securities having the characteristics described in 
these materials. If we determine that condition is not satisfied in any material
respect, we will notify you, and neither the issuer nor the underwriter will    
have any obligation to you to deliver all or any portion of the securities which
you have committed to purchase, and there will be no liability between us as a  
consequence of the non-delivery.                                                

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including the prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in the registration statement and other documents
the depositor has filed with the SEC for more complete information about the    
depositor, the issuing trust and this offering. You may get these documents for 
free by visiting EDGAR on the Securities and Exchange Commission website at     
www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co., the          
underwriter, for this offering will arrange to send you the prospectus if you   
request it by calling toll-free 1-800-323-5678.                                 

The registration statement referred to above (including the prospectus) is      
incorporated in this free writing prospectus by reference and may be accessed by
clicking on the following hyperlink:                                            
http://sec.gov/Archives/edgar/data/807641/000091412105002050/                   
0000914121-05-002050.txt.                                                       

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of the  
email communication to which this free writing prospectus is attached relating  
to (1) these materials not constituting an offer (or a solicitation of an       
offer), (2) no representation that these materials are accurate or complete and 
may not be updated or (3) these materials possibly being confidential are not   
applicable to these materials and should be disregarded. Such legends,          
disclaimers or other notices have been automatically generated as a result of   
these materials having been sent via Bloomberg or another system.               

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The information in this free writing prospectus is preliminary and subject to   
completion or change. The information in this free writing prospectus supersedes
information contained in any prior similar free writing prospectus relating to  
these securities prior to the time of your commitment to purchase. This free    
writing prospectus is not an offer to sell or the solicitation of an offer to   
purchase these securities, nor will there be any sale of these securities in any
jurisdiction where that offer, solicitation or sale is not permitted.           

THIS FREE WRITING PROSPECTUS IS SUBJECT TO COMPLETION AND IS DATED DECEMBER   
    14, 2005

Free Writing Prospectus Supplement to Prospectus Dated November 17, 2005

$[_______]

(Approximate)(1)

Mortgage Pass-Through Certificates, Series 2005-WMC3

 GSAMP Trust 2005-WMC3
Issuer
GS Mortgage Securities Corp.
 Depositor
Litton Loan Servicing LP
Servicer

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

Consider carefully the Risk Factors                                             
beginning on page S-11 in this                                                  
prospectus supplement and page 2 in the                                         
accompanying prospectus.                                                        

The certificates will represent                                                 
interests in GSAMP Trust 2005-WMC3 and                                          
will not represent interests in or                                              
obligations of GS Mortgage Securities                                           
Corp., the underwriter, the servicer,                                           
Goldman Sachs Mortgage Company, the                                             
responsible party, the trustee or any of                                        
their respective affiliates.                                                    

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

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

 The following securities are being offered:

Approximate                                       
Initial                                       
          Class Principal      Pass-Through                        Ratings
  Class         Balance(1)            Rate             Type        (S&P/Moody's)
A-1A         $[_______]          Variable(2)        Senior          AAA/Aaa 
A-1B         $[_______]          Variable(3)        Senior          AAA/Aaa 
A-2A         $[_______]          Variable(4)        Senior          AAA/Aaa 
A-2B         $[_______]          Variable(5)        Senior          AAA/Aaa 
A-2C         $[_______]          Variable(6)        Senior          AAA/Aaa 
M-1         $[_______]          Variable(7)      Subordinate       AA+/Aa2
M-2         $[_______]          Variable(8)      Subordinate       AA/Aa3 
M-3         $[_______]          Variable(9)      Subordinate       AA-/A2 
M-4         $[_______]         Variable(10)      Subordinate        A+/A3 
M-5         $[_______]         Variable(11)      Subordinate       A/Baa1 
M-6         $[_______]         Variable(12)      Subordinate       A-/Baa2
------------------                                                            
Footnotes appear on the following page.                                         

GSAMP Trust 2005-WMC3 will issue eleven classes of offered certificates. Each   
class of certificates will receive monthly distributions of interest, principal 
or both, as described in this prospectus supplement. The table above contains a 
list of the classes of offered certificates, including the initial class        
principal balance, pass-through rate, and special characteristics of each class.

Goldman, Sachs & Co., the underwriter, will offer the offered certificates from 
time to time in negotiated transactions or otherwise at varying prices to be    
determined at the time of sale plus accrued interest, if any, from the closing  
date.                                                                           

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

Goldman, Sachs & Co.

The date of this prospectus supplement is December , 2005.

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

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

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

(3)   The Class A-1B certificates will have a pass-through rate equal to the    
least of (i) one-month LIBOR plus [_____]% ([_____]% after the first
  distribution date on which the optional clean-up call is exercisable),
(ii) the Loan Group I WAC Cap, and (iii) the WAC Cap.               

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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EUROPEAN ECONOMIC AREA

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

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

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

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

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

UNITED KINGDOM

The underwriter has represented and agreed that:                          

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

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

NOTICE TO UNITED KINGDOM INVESTORS

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

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

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 TABLE OF CONTENTS

SUMMARY INFORMATION ....................................................     S-7
RISK FACTORS ...........................................................    S-11
TRANSACTION OVERVIEW ...................................................    S-27
Parties ................................................................    S-27
The Transaction ........................................................    S-27
THE MORTGAGE LOAN POOL .................................................    S-27
General ................................................................    S-28
The Mortgage Loans .....................................................    S-29
The Group I Mortgage Loans .............................................    S-29
The Group II Mortgage Loans ............................................    S-30
Prepayment Premiums ....................................................    S-31
Adjustable Rate Mortgage Loans .........................................    S-32
The Index ..............................................................    S-33
Underwriting Guidelines ................................................    S-33
Credit Scores ..........................................................    S-44
THE SERVICER ...........................................................    S-45
General ................................................................    S-45
Delinquency and Foreclosure Experience .................................    S-46
THE TRUSTEE ............................................................    S-47
DESCRIPTION OF THE CERTIFICATES ........................................    S-47
General ................................................................    S-47
Book-Entry Registration ................................................    S-48
Definitive Certificates ................................................    S-51
Assignment of the Mortgage Loans .......................................    S-51
Delivery of Mortgage Loan Documents ....................................    S-52
Representations and Warranties Relating to the Mortgage Loans ..........    S-53
Payments on the Mortgage Loans .........................................    S-58
Distributions ..........................................................    S-60
Priority of Distributions Among Certificates ...........................    S-60
Distributions of Interest and Principal ................................    S-61
Allocation of Principal Payments to Class A Certificates ...............    S-66
Calculation of One-Month LIBOR .........................................    S-67
Excess Reserve Fund Account ............................................    S-67
Interest Rate Corridor Agreements ......................................    S-68
Overcollateralization Provisions .......................................    S-69
Reports to Certificateholders ..........................................    S-70
THE POOLING AND SERVICING AGREEMENT ....................................    S-71
General ................................................................    S-71
Servicing and Trustee Fees and Other Compensation and Payment of                
Expenses ...............................................................    S-71
P&I Advances and Servicing Advances ....................................    S-71
Pledge and Assignment of Servicer's Rights .............................    S-72
Prepayment Interest Shortfalls .........................................    S-73
Servicer Reports .......................................................    S-73
Collection and Other Servicing Procedures ..............................    S-73
Hazard Insurance .......................................................    S-74
Realization Upon Defaulted Mortgage Loans ..............................    S-75
Optional Repurchase of Delinquent Mortgage Loans .......................    S-75
Removal and Resignation of the Servicer ................................    S-75
Termination; Optional Clean-up Call ....................................    S-77
Amendment ..............................................................    S-77
Certain Matters Regarding the Depositor, the Servicer, the Custodian            
and the Trustee ........................................................    S-78
PREPAYMENT AND YIELD CONSIDERATIONS ....................................    S-78
Structuring Assumptions ................................................    S-78
Defaults ...............................................................    S-84
Prepayment Considerations and Risks ....................................    S-84
Overcollateralization Provisions .......................................    S-86
Subordinated Certificates and the Class A-1B Certificates ..............    S-86
Weighted Average Lives of the Offered Certificates .....................    S-87
Decrement Tables .......................................................    S-88
Available Funds Caps ...................................................    S-95
WAC Caps ...............................................................    S-97
Last Scheduled Distribution Date .......................................    S-99
FEDERAL INCOME TAX CONSEQUENCES ........................................    S-99
General ................................................................    S-99
Taxation of Regular Interests ..........................................    S-99
Status of the LIBOR Certificates .......................................   S-100
The Basis Risk Contract Components .....................................   S-100
Other Matters ..........................................................   S-101
STATE AND LOCAL TAXES ..................................................   S-101
ERISA CONSIDERATIONS ...................................................   S-101
LEGAL INVESTMENT .......................................................   S-103
LEGAL MATTERS ..........................................................   S-103
RATINGS ................................................................   S-104
GLOSSARY OF TERMS ......................................................   S-105
ANNEX I - CERTAIN U S  FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS ...     I-1
ANNEX II - CLASS A INTEREST RATE CORRIDOR STRIKE RATE AND NOTIONAL              
AMOUNT AMORTIZATION SCHEDULE ...........................................    II-1
ANNEX III - CLASS M INTEREST RATE CORRIDOR STRIKE RATE AND NOTIONAL             
AMOUNT AMORTIZATION SCHEDULE ...........................................   III-1
ANNEX IV - SUBORDINATED INTEREST RATE CORRIDOR STRIKE RATE SCHEDULE ....    IV-1
SCHEDULE A - STRUCTURAL AND COLLATERAL TERM SHEET ......................     A-1

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   SUMMARY INFORMATION

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

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

The Offered Certificates                                                        

  The GSAMP Trust 2005-WMC3 will issue the Mortgage Pass-Through Certificates,
Series 2005-WMC3. Eleven classes of the certificates - Class A-1A, Class A-1B,  
Class A-2A, Class A-2B, Class A-2C, Class M-1, Class M-2, Class M-3, Class M-4, 
Class M-5 and Class M-6 - are being offered to you by this prospectus           
supplement. The offered certificates, together with the Class B-1, Class B-2 and
Class B-3 certificates, are referred to as the "LIBOR certificates" in this     
prospectus supplement. The Class A-1A certificates and Class A-1B certificates  
are sometimes referred to as the "Class A-1 certificates" in this prospectus    
supplement and generally represent interests in the group I mortgage loans. The 
Class A-2A, Class A-2B and Class A-2C certificates are sometimes referred to as 
the "Class A-2 certificates" in this prospectus supplement and generally        
represent interests in the group II mortgage loans. The Class M-1, Class M-2,   
Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3  
certificates represent interests in all of the mortgage loans in the trust.     

The Other Certificates                                                          

   The trust will also issue seven other classes of certificates, the Class B-1,
Class B-2, Class B-3, Class X, Class P, Class R-1 and Class R-2 certificates,   
that are not being offered by this prospectus supplement.                       

   The Class B-1 certificates will have an initial certificate principal balance
of approximately $[_______]. The Class B-1 certificates initially evidence an   
interest of approximately [____]% of the scheduled principal balance of the     
mortgage loans in the trust.                                                    

   The Class B-2 certificates will have an initial certificate principal balance
of approximately $[_______]. The Class B-2 certificates initially evidence an   
interest of approximately [____]% of the scheduled principal balance of the     
mortgage loans in the trust.                                                    

   The Class B-3 certificates will have an initial certificate principal balance
of approximately $[_______]. The Class B-3 certificates initially evidence an   
interest of approximately [____]% of the scheduled principal balance of the     
mortgage loans in the trust.                                                    

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

   The Class X certificates will initially evidence an interest of approximately
4.35% of the aggregate scheduled principal balance of the mortgage loans in the 
trust, which is the initial overcollateralization required by the pooling and   
servicing agreement.                                                            

The Class R-1 and Class R-2 certificates are not expected to receive any  
distributions.                                                                  

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

Closing Date                                                                    

On or about December 28, 2005.                                            

Cut-off Date                                                                    

December 1, 2005.                                                         

Statistical Calculation Date                                                    

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

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Distributions                                                                   

   Distributions on the certificates will be made on the 25th day of each month,
or, if the 25th day is not a business day, on the next business day, beginning  
in January 2006, to the holders of record on the preceding record date.         

  The record date for the LIBOR certificates for any distribution date will be
the last business day of the applicable interest accrual period, unless the     
certificates are issued in definitive form, in which case the record date will  
be the last business day of the month immediately preceding the month in which  
the related distribution date occurs.                                           

Payments of Interest                                                            

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

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

Payments of Principal                                                           

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

Credit Enhancement                                                              

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

o  an initial overcollateralization amount of approximately 4.35% of the        
   aggregate scheduled principal balance of the mortgage loans as of the cut-off
date,                                                                     

o  the use of excess interest to cover losses on the mortgage loans and as a    
distribution of principal to maintain overcollateralization at a specified
level,                                                                    

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

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

Interest Rate Corridor Agreements                                               

  The LIBOR certificates will have the benefit of three interest rate corridor
agreements, provided by Goldman Sachs Capital Markets, L.P., to cover certain   
shortfalls in interest that may result from the pass-through rates on those     
certificates being limited by the caps on those pass-through rates. All         
obligations of the depositor or the trust under the interest rate corridor      
agreements will be paid on or prior to the closing date. For further information
regarding these interest rate corridor agreements, see "Description of the      
Certificates--Interest Rate Corridor Agreements" in this prospectus supplement. 

The Mortgage Loans                                                              

 The mortgage loans to be included in the trust will be fixed and adjustable
rate subprime mortgage loans secured by first or second lien mortgages or deeds 
of trust on residential real properties. All of the mortgage loans were         
purchased by Goldman Sachs Mortgage Company, an affiliate of the depositor, from
WMC Mortgage Corp., which either originated those mortgage loans or acquired    
them from correspondent lenders. WMC Mortgage Corp. will make certain           
representations and warranties relating to the mortgage loans.                  

On the closing date, the trust will acquire the mortgage loans. As of the 
statistical calculation date, the aggregate scheduled principal balance of the  
mortgage loans was approximately $743,431,210, of which approximately 82.19% of 
the mortgage loans are adjustable rate and approximately 17.81% are fixed rate. 

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Approximately 88.62% of the mortgage loans have original terms to maturity of   
360 months.                                                                     

The mortgage loans have original terms to maturity of not greater than 360
months, have a weighted average remaining term to scheduled maturity of 338     
months as of the statistical calculation date, and have the following           
approximate characteristics as of the statistical calculation date:             

 Selected Mortgage Loan Pool Data(1)

                                                        [Enlarge/Download Table]

                                                             Group I                     Group II                          
                                                  ----------------------------  ----------------------------               
                                                   Adjustable                    Adjustable                                
                                                      Rate        Fixed Rate        Rate        Fixed Rate     Aggregate   
                                                  -------------   ------------  -------------   ------------  -------------
                                                                                                                           
Scheduled Principal Balance:                      $290,557,033    $60,716,292   $320,482,654    $71,675,231   $743,431,210 
Number of Mortgage Loans:                                1,347            726            938            798          3,809 
Average Scheduled Principal Balance:                  $215,707        $83,631       $341,666        $89,819       $195,178 
Weighted Average Gross Interest Rate:                    6 975%         8 759%         6 927%         9 237%         7 318%
Weighted Average Net Interest Rate(2):                   6 465%         8 249%         6 417%         8 727%         6 808%
Weighted Average Current FICO Score:                       633            649            640            659            640 
Weighted Average Original LTV Ratio(3):                  80 04%         48 51%         81 22%         35 85%         73 71%
Weighted Average Combined Original LTV Ratio(3):         80 04%         88 81%         81 22%         91 89%         82 41%
Weighted Average Stated Remaining Term (months):           359            260            359            230            338 
Weighted Average Seasoning(months):                          1              1              1              1              1 
Weighted Average Months to Roll(4):                         25              0             26              0             25 
Weighted Average Gross Margin(4):                         6 32%          0 00%          6 48%          0 00%          6 40%
Weighted Average Initial Rate Cap(4):                     2 99%          0 00%          3 03%          0 00%          3 01%
Weighted Average Periodic Rate Cap(4):                    1 00%          0 00%          1 00%          0 00%          1 00%
Weighted Average Gross Maximum Lifetime Rate(4):         13 48%          0 00%         13 43%          0 00%         13 45%
Silent Seconds:                                           3 44%          1 00%          3 81%          0 43%          3 11%

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

(1) All percentages calculated in this table are based on scheduled principal   
balances as of the statistical calculation date, unless otherwise noted.        

(2) The weighted average net interest rate is equal to the weighted average     
gross interest rate less the servicing and trustee fee rates.                   

(3) With respect to first lien mortgage loans, the original LTV ratio reflects  
the loan-to-value ratio and with respect to the second lien mortgage loans, the 
combined original LTV ratio reflects the ratio of the sum of the principal      
balance of the second lien mortgage loans, plus the original principal balance  
of the related first lien mortgage loan, to the value of the related mortgaged  
property.                                                                       

(4) Represents the weighted average of the adjustable rate mortgage loans in the
related loan group or loan groups.                                              

   For purposes of calculating principal and interest distributions on the Class
A certificates, in each case as described in detail in this prospectus          
supplement, the mortgage loans have been divided into two groups, designated as 
"group I mortgage loans" and as "group II mortgage loans." The group I mortgage 
loans consist only of those mortgage loans with principal balances that conform 
to Freddie Mac or Fannie Mae guidelines. The group II mortgage loans consist of 
mortgage loans that may or may not conform to Freddie Mac or Fannie Mae         
guidelines. The characteristics of the mortgage loans in each group are         
described under "The Mortgage Loan Pool" in this prospectus supplement.         

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

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

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

Servicing of the Mortgage Loans                                                 

Litton Loan Servicing LP will act as servicer of the mortgage loans. The  
servicer will be obligated to service and administer the mortgage loans on      
behalf of the trust, for the benefit of the holders of the certificates.        

Optional Termination of the Trust                                               

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

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principal balance of the mortgage loans as of the cut-off date. The purchase of 
the mortgage loans would result in the final distribution on the certificates on
that distribution date.                                                         

Advances                                                                        

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

ERISA Considerations                                                            

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

Federal Tax Aspects                                                             

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

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

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

Legal Investment                                                                

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

Ratings                                                                         

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

Class                  S&P     Moody's                                          
-----                  ---     -------                                          
A-1A.............      AAA       Aaa                                            
A-1B.............      AAA       Aaa                                            
A-2A.............      AAA       Aaa                                            
A-2B.............      AAA       Aaa                                            
A-2C.............      AAA       Aaa                                            
M-1..............      AA+       Aa2                                            
M-2..............      AA        Aa3                                            
M-3..............      AA-       A2                                             
M-4..............      A+        A3                                             
M-5..............       A       Baa1                                            
M-6..............      A-       Baa2                                            

A security rating is not a recommendation to buy, sell or hold securities.
These ratings may be lowered or withdrawn at any time by any of the rating      
agencies. The ratings set forth above do not take into account the existence of 
the interest rate corridor agreements.                                          

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RISK FACTORS

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

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

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

Less Stringent Underwriting Standards   The mortgage loans were made, in part,  
and the Resultant Potential for         to borrowers who, for one reason or     
Delinquencies on the Mortgage Loans     another, are not able, or do not wish,  
Could Lead to Losses on Your            to obtain financing from traditional    
Certificates                            sources. These mortgage loans may be    
                                    considered to be of a riskier nature
                                       than mortgage loans made by traditional
                                 sources of financing, so that the
                                  holders of the certificates may be
                                    deemed to be at greater risk of loss
                                       than if the mortgage loans were made to
                         other types of borrowers.

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

Geographic Concentration of the         Different geographic regions of the     
Mortgage Loans in Particular            United States from time to time will    
Jurisdictions May Result in Greater     experience weaker regional economic     
Losses If Those Jurisdictions           conditions and housing markets, and,    
Experience Economic Downturns           consequently, may experience higher     
                                rates of loss and delinquency on
                             mortgage loans generally. Any
                                        concentration of the mortgage loans in a
                                      region may present risk considerations
                                      in addition to those generally present
                                      for similar mortgage-backed securities
                                    without that concentration. This may
                                      subject the mortgage loans held by the
                                        trust to the risk that a downturn in the
                                     economy in this region of the country
                                       would more greatly affect the pool than
                                  if the pool were more diversified.

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

                  All Mortgage Loans

                                                                [Download Table]


California           New York            Florida          Maryland
----------           --------            -------          --------
                                                                  
  48.02%               5.94%              5.77%             5.15% 

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                      Group I Mortgage Loans

                                                                [Download Table]

California            Florida            New York          Maryland
----------            -------            --------          --------
                                                                   
 37.54%                7.03%               7.00%             6.41% 

                       Group II Mortgage Loans

                        California
                        ----------
                      57.41%

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

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

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

                                    Approximately 48.02% of the mortgage
                              loans are secured by mortgaged
                              properties that are located in
                                      California. Property in California may
                                      be more susceptible than homes located
                                        in other parts of the country to certain
                                     types of uninsurable hazards, such as
                                        earthquakes, floods, mudslides and other
                  natural disasters.

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

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

Effect on Yields Caused by              Mortgagors may prepay their mortgage    
Prepayments, Defaults and Losses        loans in whole or in part at any time. A
                                       prepayment of a mortgage loan generally
                                  will result in a prepayment on the
                                        certificates. We cannot predict the rate
                                    at which mortgagors will repay their
                                    mortgage loans. We cannot assure you
                                       that the actual prepayment rates of the
                                    mortgage loans included in the trust
                              will conform to any historical
                                    prepayment rates or any forecasts of
                                       prepayment rates described or reflected
                                     in any reports or studies relating to
                                      pools of mortgage loans similar to the
                                       types of mortgage loans included in the
      trust.

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

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

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

                              The prepayment behavior of the
                                     adjustable rate mortgage loans and of
                                 the fixed rate mortgage loans may
                                    respond to different factors, or may
                                        respond differently to the same factors.
                              If, at the time of their first
                                        adjustment, the interest rates on any of
                                        the adjustable rate mortgage loans would
                                  be subject to adjustment to a rate
                                        higher than the then prevailing interest
                                 rates available to borrowers, the
                                     borrowers may prepay their adjustable
                                        rate mortgage loans. The adjustable rate

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                                 mortgage loans may also suffer an
                                     increase in defaults and liquidations
                                     following upward adjustments of their
                                    interest rates, especially following
                          their initial adjustments.

                                   Approximately 65.50% of the group I
                                       mortgage loans and approximately 67.49%
                                      of the group II mortgage loans require
                                 the mortgagor to pay a prepayment
                                   premium in certain instances if the
                                   mortgagor prepays the mortgage loan
                                    during a stated period, which may be
                                      from one year to three years after the
                               mortgage loan was originated. A
                                 prepayment premium may or may not
                                     discourage a mortgagor from prepaying
                                    the related mortgage loan during the
                  applicable period.

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

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

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

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

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

                                   The multiple class structure of the
                                      LIBOR certificates causes the yield of
                            certain classes of the LIBOR
                               certificates to be particularly
                                    sensitive to changes in the rates of
                                      prepayments of mortgage loans. Because
                                       distributions of principal will be made
                                    to the classes of LIBOR certificates
                                        according to the priorities described in
                                        this prospectus supplement, the yield to
                                  maturity on those classes of LIBOR
                                     certificates will be sensitive to the
                                   rates of prepayment on the mortgage
                                       loans experienced both before and after
                             the commencement of principal
                                  distributions on those classes. In
                            particular, the subordinated
                                        certificates (i.e., the Class M-1, Class
                                     M-2, Class M-3, Class M-4, Class M-5,
                     Class M-6, Class B-1,

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                                        Class B-2 and Class B-3 certificates) do
                                        not receive any portion of the amount of
                              principal payable to the LIBOR
                                      certificates prior to the distribution
                               date in January 2009 unless the
                                       aggregate certificate principal balance
                                    of the Class A certificates has been
                                       reduced to zero. Thereafter, subject to
                                       the loss and delinquency performance of
                                        the mortgage loan pool, the subordinated
                                       certificates may continue to receive no
                                       portion of the amount of principal then
                                        payable to the LIBOR certificates unless
                                   the aggregate certificate principal
                                       balance of the Class A certificates has
                                  been reduced to zero. The weighted
                                 average lives of the subordinated
                                     certificates will therefore be longer
                                 than would otherwise be the case.

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

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

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

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

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

                               The credit enhancement features
                                       described in this prospectus supplement
                                      are intended to enhance the likelihood
                           that holders of the Class A
                                      certificates, and to a limited extent,
                                        the holders of the Class M-1, Class M-2,
                                      Class M-3, Class M-4, Class M-5, Class
                                  M-6 certificates, and, to a lesser
                                    degree, the Class B-1, Class B-2 and
                                    Class B-3 certificates, will receive
                                regular payments of interest and
                                        principal. However, we cannot assure you
                                      that the applicable credit enhancement
                                       will adequately cover any shortfalls in
                                       cash available to pay your certificates
                                        as a result of delinquencies or defaults
                                       on the mortgage loans. If delinquencies
                                        or defaults occur on the mortgage loans,
                                  neither the servicer nor any other
                                     entity will advance scheduled monthly
                                     payments of interest and principal on
                                      delinquent or defaulted mortgage loans
                                    if the advances are not likely to be
          recovered.

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

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Interest Generated by the Mortgage      The weighted average of the interest    
Loans May Be Insufficient to Maintain   rates on the mortgage loans is expected 
the Required Level of                   to be higher than the pass-through rates
Overcollateralization                   on the LIBOR certificates. The mortgage 
                                   loans are expected to generate more
                                       interest than is needed to pay interest
                                     owed on the LIBOR certificates and to
                                    pay certain fees and expenses of the
                                       trust. Any remaining interest generated
                                       by the mortgage loans will then be used
                                  to absorb losses that occur on the
                                     mortgage loans. After these financial
                                     obligations of the trust are covered,
                                       the available excess interest generated
                                     by the mortgage loans will be used to
                                     maintain overcollateralization at the
                                        required level determined as provided in
                                       the pooling and servicing agreement. We
                                       cannot assure you, however, that enough
                                    excess interest will be generated to
                                absorb losses or to maintain the
                                        required level of overcollateralization.
                                       The factors described below, as well as
                                      the factors described in the next Risk
                                        Factor, will affect the amount of excess
                                      interest that is available to maintain
                     the required level of
                      overcollateralization.

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

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

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

                                   All of the adjustable rate mortgage
                                     loans have interest rates that adjust
                                        based on an index that is different from
                               the index used to determine the
                               pass-through rates on the LIBOR
                                certificates, and the fixed rate
                                       mortgage loans have interest rates that
                                     do not adjust. In addition, the first
                                    adjustment of the interest rates for
                                     approximately 0.18% of the adjustable
                                        rate mortgage loans will not occur until
                            six months after the date of
                                        origination. The first adjustment of the
                                       interest rates for approximately 74.09%
                                     of the adjustable rate mortgage loans
                                        will not occur until two years after the
                              date of origination. The first
                                    adjustment of the interest rates for
                                     approximately 4.21% of the adjustable
                                        rate mortgage loans will not occur until
                                   five to ten years after the date of
                                        origination. The first adjustment of the
                                      interest rates for approximately 3.71%
                                       will not occur until four years and one
                                        month after the date of origination. See
                                        "The Mortgage Loan Pool--Adjustable Rate
                                  Mortgage Loans" in this prospectus
           supplement.

                                      As a result, the pass-through rates on
                                   the LIBOR certificates may increase
                                       relative to the weighted average of the
                                        interest rates on the mortgage loans, or
                                   the pass-through rates on the LIBOR
                                       certificates may remain constant as the
                                      weighted average of the interest rates
                                  on the mortgage loans declines. In
                                    either case, this would require that
                                     more of the interest generated by the
                                  mortgage loans be applied to cover
                                       interest on the LIBOR certificates. The
                               pass-through rates on the LIBOR
                                       certificates cannot exceed the weighted
                                average net interest rate of the
                                 mortgage loan pool, less fees and
         expenses.

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

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

Effect of Mortgage Rates and Other      The LIBOR certificates accrue interest  
Factors on the Pass-Through Rates of    at pass-through rates based on the      
the Offered Certificates                one-month LIBOR index plus specified    
                                   margins, but are subject to certain
                                     limitations. Those limitations on the
                                pass-through rates for the LIBOR
                                       certificates are based, in part, on the
                                    weighted average of the net interest
                                        rates on the mortgage loans, and, in the
                                     case of the Class A certificates, the
                                     mortgage loans in the applicable loan
                                        group, net of certain fees of the trust.

                                    A variety of factors, in addition to
                                    those described in the previous Risk
                                    Factor, could limit the pass-through
                                       rates and adversely affect the yield to
                                        maturity on the LIBOR certificates. Some
                                     of these factors are described below:

                                    The interest rates on the fixed rate
                                       mortgage loans will not adjust, and the
                                     interest rates on the adjustable rate
                                       mortgage loans are based on a six-month
                                       LIBOR index. All of the adjustable rate
                                        mortgage loans have periodic and maximum
                                   limitations on adjustments to their
                              interest rates and most of the
                                        adjustable rate mortgage loans will have
                                      the first adjustment to their mortgage
                                        rates two years or three years after the
                                       origination of those mortgage loans. As
                            a result of the limit on the
                               pass-through rates on the LIBOR
                                      certificates, those LIBOR certificates
                                        may accrue less interest than they would
                                       accrue if their pass-through rates were
                                   based solely on the one-month LIBOR
                                 index plus the specified margins.

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

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

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

                                      If the pass-through rates on the LIBOR
                                certificates are limited for any
                                       distribution date due to a cap based on
                                       the weighted average net interest rates
                                    of the mortgage loans, the resulting
                                       interest shortfalls may be recovered by
                                        the holders of these certificates on the
                                   same distribution date or on future
                                    distribution dates on a subordinated
                                basis to the extent that on that
                                        distribution date or future distribution
                               dates there are available funds
                             remaining after certain other
                                       distributions on the LIBOR certificates
                                   and the payment of certain fees and
                                     expenses of the trust. These interest
                                shortfalls suffered by the LIBOR
                                   certificates may also be covered by
                                       amounts payable under the interest rate
                                       corridor agreements. However, we cannot
                                   assure you that these funds will be
                               sufficient to fully cover these
           shortfalls.

Prepayments on the Mortgage Loans       When a voluntary principal prepayment is
Could Lead to Shortfalls in the         made by the mortgagor on a mortgage loan
Distribution of Interest on Your        (excluding any payments made upon       
Certificates                            liquidation of any mortgage loan), the  
                                    mortgagor is charged interest on the
                                      amount of prepaid principal only up to
                                      the date of the prepayment, instead of
                                    for a full month. However, principal
                                       prepayments will only be passed through
                                       to the holders of the certificates once
                                      a month on the distribution date which
                                      follows the prepayment period in which
                                  the prepayment was received by the
                                      servicer. The servicer is obligated to
                                  pay an amount without any right of
                                      reimbursement, for those shortfalls in
                                   interest collections payable on the
                                     certificates that are attributable to
                                        the difference between the interest paid
                                 by a mortgagor in connection with
                                       certain voluntary principal prepayments
                                        in full and thirty days' interest on the
                                      prepaid mortgage loan, but only to the
                                 extent of one-half of the monthly
                             servicing fee for the related
                  distribution date.

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

Risks Relating to Subordination of      The Class A-1B certificates are entitled
the Class A-1B Certificates to the      to receive distributions of interest and
Class A-1A Certificates                 principal concurrently with the Class   
                                      A-1A certificates on a pro rata basis,
                                   and the Class A-1B certificates are
                                     supported by the subordination of the
                                      Class M-1, Class M-2, Class M-3, Class
                                     M-4, Class M-5, Class M-6, Class B-1,
                                     Class B-2 and Class B-3 certificates.
                                    However, the Class A-1B certificates
                              will not receive any principal
                                   distributions until the certificate
                                   principal balance of the Class A-1A
                                        certificates has been reduced to zero in
                            the following circumstances:

                                   o   if before the 25th distribution
                                            date, the aggregate amount of losses
                                            suffered by the total mortgage loans
                                         from the cut-off date through the
                                          last day of the related prepayment
                                   period exceeds 1.40% of the

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                                     aggregate scheduled principal
                                           balance of the mortgage loans as of
                            the cut-off date; or

                            o   if, on or after the 25th
                                        distribution date, delinquencies
                                            and/or losses with respect to all of
                                         the mortgage loans exceed certain
                                        levels further described in this
                              prospectus supplement.

                                   The allocation described above will
                                    increase the risk that shortfalls in
                                       principal on the group I mortgage loans
                               will be borne by the Class A-1B
                                    certificates. If such shortfalls are
                                     borne by the Class A-1B certificates,
                               the yield to investors in those
                                        certificates will be adversely affected.

Additional Risks Associated with the    The weighted average lives of, and the  
Subordinated Certificates               yields to maturity on, the Class M-1,   
                                      Class M-2, Class M-3, Class M-4, Class
                                        M-5, Class M-6, Class B-1, Class B-2 and
                              Class B-3 certificates will be
                                     progressively more sensitive, in that
                                order, to the rate and timing of
                                      mortgagor defaults and the severity of
                                        ensuing losses on the mortgage loans. If
                                      the actual rate and severity of losses
                                    on the mortgage loans is higher than
                                    those assumed by an investor in such
                                 certificates, the actual yield to
                                    maturity of such certificates may be
                                        lower than the yield anticipated by such
                                    holder based on such assumption. The
                                      timing of losses on the mortgage loans
                                     will also affect an investor's actual
                                      yield to maturity, even if the rate of
                                        defaults and severity of losses over the
                              life of the mortgage loans are
                             consistent with an investor's
                                       expectations. In general, the earlier a
                                      loss occurs, the greater the effect on
                                an investor's yield to maturity.
                                      Realized losses on the mortgage loans,
                                       to the extent they exceed the amount of
                   excess interest and
                               overcollateralization following
                                 distributions of principal on the
                                      related distribution date, will reduce
                                        the certificate principal balance of the
                                      Class B-3, Class B-2, Class B-1, Class
                                     M-6, Class M-5, Class M-4, Class M-3,
                                        Class M-2 and Class M-1 certificates, in
                               that order. As a result of such
                                        reductions, less interest will accrue on
                                     such class of certificates than would
                      otherwise be the case.

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

                                Unless the aggregate certificate
                                 principal balances of the Class A
                                       certificates have been reduced to zero,
                                      the subordinated certificates will not
                            be entitled to any principal
                                     distributions until January 2009 or a
                               later date as described in this
                                    prospectus supplement, or during any
                                period in which delinquencies or
                                       cumulative losses on the mortgage loans
                                       exceed certain levels. As a result, the
                             weighted average lives of the
                                        subordinated certificates will be longer
                                   than would otherwise be the case if
                               distributions of principal were
                                       allocated among all of the certificates
                                    at the same time. As a result of the
                                    longer weighted average lives of the
                                      subordinated certificates, the holders
                                    of those certificates have a greater
                                 risk of suffering a loss on their
                                   investments. Further, because those
                                  certificates might not receive any
                                       principal if certain delinquency levels
                               occur, it is possible for those
                                    certificates to receive no principal
                                    distributions even if no losses have
                                   occurred on the mortgage loan pool.

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

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

Delay in Receipt of Liquidation         Substantial delays could be encountered 
Proceeds; Liquidation Proceeds May Be   in connection with the liquidation of   
Less Than the Mortgage Loan Balance     delinquent mortgage loans. Further,     
                                   reimbursement of advances made on a
                                        mortgage loan, liquidation expenses such
                                        as legal fees, real estate taxes, hazard
                             insurance and maintenance and
                                    preservation expenses may reduce the
                                       portion of liquidation proceeds payable
                                   on the certificates. If a mortgaged
                                  property fails to provide adequate
                                        security for the mortgage loan, you will
                                      incur a loss on your investment if the
                                     credit enhancements described in this
                                      prospectus supplement are insufficient
                  to cover the loss.

High Loan-to-Value Ratios or Combined   Mortgage loans with higher original     
Loan-to-Value Ratios Increase Risk of   loan-to-value ratios or combined        
Loss                                    loan-to-value ratios may present a      
                                        greater risk of loss than mortgage loans
                                     with original loan-to-value ratios or
                                       combined loan-to-value ratios of 80% or
                                        below. Approximately 21.23% of the group
                                  I mortgage loans and approximately
                                     25.82% of the group II mortgage loans
                                 had original loan-to-value ratios
                                   greater than 80%, and approximately
                                        29.94% of the group I mortgage loans and
                                    approximately 38.66% of the group II
                                    mortgage loans had combined original
                                      loan-to-value ratios greater than 80%,
                                     each as calculated as described under
                                    "The Mortgage Loan Pool--General" in
                           this prospectus supplement.

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

Some of the Mortgage Loans Have an      Approximately 11.09% of the group I     
Initial Interest-Only Period, Which     mortgage loans and approximately 18.39% 
May Result in Increased Delinquencies   of the group II mortgage loans have an  
and Losses                              initial interest-only period of up to   
                                      five years. Approximately 0.44% of the
                                      group I mortgage loans have an initial
                                        interest-only period of up to ten years.
                                   Approximately 1.42% of the group II
                              mortgage loans have an initial
                                        interest-only period of up to ten years.
                                       During this period, the payment made by
                                       the related mortgagor will be less than
                                   it would be if the principal of the
                                       mortgage loan was required to amortize.
                                        In addition, the mortgage loan principal

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                                   balance will not be reduced because
                                  there will be no scheduled monthly
                                 payments of principal during this
                                 period. As a result, no principal
                                  payments will be made on the LIBOR
                                  certificates with respect to these
                           mortgage loans during their
                                      interest-only period unless there is a
                     principal prepayment.

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

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

A Portion of the Mortgage Loans Are     Approximately 8.71% of the group I      
Secured by Subordinate Mortgages; In    mortgage loans and approximately 12.87% 
the Event of a Default, These           of the group II mortgage loans are      
Mortgage Loans Are More Likely to       secured by second lien mortgages which  
Experience Losses                       are subordinate to the rights of the    
                                       holder of the related senior mortgages.
                                  As a result, the proceeds from any
                                      liquidation, insurance or condemnation
                                        proceedings will be available to satisfy
                                     the principal balance of the mortgage
                                        loan only to the extent that the claims,
                                        if any, of each related senior mortgagee
                                    are satisfied in full, including any
                                       related foreclosure costs. In addition,
                                   a holder of a subordinate or junior
                                 mortgage may not foreclose on the
                                mortgaged property securing such
                                  mortgage unless it either pays the
                                        entire amount of the senior mortgages to
                                 the mortgagees at or prior to the
                                  foreclosure sale or undertakes the
                                   obligation to make payments on each
                                 senior mortgage in the event of a
                                     default under the mortgage. The trust
                                       will have no source of funds to satisfy
                                        any senior mortgage or make payments due
                        to any senior mortgagee.

                                     An overall decline in the residential
                                   real estate markets could adversely
                                  affect the values of the mortgaged
                                    properties and cause the outstanding
                                     principal balances of the second lien
                                        mortgage loans, together with the senior
                                  mortgage loans secured by the same
                                        mortgaged properties, to equal or exceed
                                      the value of the mortgaged properties.
                                      This type of a decline would adversely
                               affect the position of a second
                mortgagee before

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                                     having the same effect on the related
                                   first mortgagee. A rise in interest
                                   rates over a period of time and the
                                general condition of a mortgaged
                                     property as well as other factors may
                                        have the effect of reducing the value of
                               the mortgaged property from the
                                        appraised value at the time the mortgage
                                  loan was originated. If there is a
                                   reduction in value of the mortgaged
                                        property, the ratio of the amount of the
                                 mortgage loan to the value of the
                                    mortgaged property may increase over
                                    what it was at the time the mortgage
                                 loan was originated. This type of
                                     increase may reduce the likelihood of
                                   liquidation or other proceeds being
                                     sufficient to satisfy the second lien
                                       mortgage loan after satisfaction of any
                                        senior liens. In circumstances where the
                                    servicer determines that it would be
                                        uneconomical to foreclose on the related
                                    mortgaged property, the servicer may
                                write off the entire outstanding
                                       principal balance of the related second
                               lien mortgage loan as bad debt.

Payments in Full of a Balloon Loan      Approximately 47.69% of the group I     
Depend on the Borrower's Ability to     mortgage loans and approximately 51.32% 
Refinance the Balloon Loan or Sell      of the group II mortgage loans as of the
the Mortgaged Property                  statistical calculation date will not be
                                    fully amortizing over their terms to
                                maturity and, thus, will require
                                     substantial principal payments, i.e.,
                                 balloon payments, at their stated
                                     maturity. Mortgage loans with balloon
                                    payments involve a greater degree of
                                      risk because the ability of a borrower
                                        to make a balloon payment typically will
                                        depend upon its ability either to timely
                                        refinance the loan or to timely sell the
                                       related mortgaged property. The ability
                                     of a borrower to accomplish either of
                                        these goals will be affected by a number
                      of factors, including:

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

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

                                  o   the financial condition of the
                  mortgagor;

             o   tax laws;

                               o   prevailing general economic
                       conditions; and

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

Violation of Various Federal, State     There has been an increased focus by    
and Local Laws May Result in Losses     state and federal banking regulatory    
on the Mortgage Loans                   agencies, state attorneys general       
                                      offices, the Federal Trade Commission,
                                        the U.S. Department of Justice, the U.S.
                               Department of Housing and Urban
                               Development and state and local
                                   governmental authorities on certain
                                      lending practices by some companies in
                                the subprime industry, sometimes
                                  referred to as "predatory lending"
                                      practices. Sanctions have been imposed
                                        by state, local and federal governmental
                                     agencies for practices including, but
                                  not limited to, charging borrowers
                                        excessive fees, imposing higher interest
                                     rates than the borrower's credit risk
                                  warrants and failing to adequately
                                       disclose the material terms of loans to
              the borrowers.

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

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      loans.

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

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

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

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

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

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

WMC Mortgage Corp. May Not Be Able to   WMC Mortgage Corp. will make various    
Repurchase Defective Mortgage Loans     representations and warranties related  
                            to the mortgage loans. Those
                                 representations are summarized in
                   "Description of the
                                 Certificates--Representations and
                                   Warranties Relating to the Mortgage
                                     Loans" in this prospectus supplement.

                                     If WMC Mortgage Corp. fails to cure a
                                      material breach of its representations
                                  and warranties with respect to any
                                      mortgage loan in a timely manner, then
                                       WMC Mortgage Corp. would be required to
                                repurchase or substitute for the
                                       defective mortgage loan. It is possible
                                  that WMC Mortgage Corp. may not be
                                       capable of repurchasing or substituting
                                 any defective mortgage loans, for
                               financial or other reasons. The
                                  inability of WMC Mortgage Corp. to
                                      repurchase or substitute for defective
                                     mortgage loans would likely cause the
                                   mortgage loans to experience higher
                                    rates of delinquencies, defaults and
            losses. As a

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                                       result, shortfalls in the distributions
                                    due on the certificates could occur.

The Interest Rate Corridor Agreements   The assets of the trust include three   
Are Subject to Counterparty Risk        interest rate corridor agreements that  
                                   will require the corridor agreement
                                     provider to make certain payments for
                                       the benefit of the holders of the LIBOR
                                certificates. To the extent that
                                  payments on the LIBOR certificates
                                depend in part on payments to be
                                 received by the trustee under the
                                      interest rate corridor agreements, the
                                    ability of the trustee to make those
                                      payments on those certificates will be
                                 subject to the credit risk of the
                                   guarantor of the corridor agreement
         provider.

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

The Certificates Are Obligations of     The certificates will not represent an  
the Trust Only                          interest in or obligation of the        
                                   depositor, the underwriter, Goldman
                                     Sachs Mortgage Company, the servicer,
                                      WMC Mortgage Corp., the trustee or any
                                       of their respective affiliates. Neither
                              the LIBOR certificates nor the
                                 underlying mortgage loans will be
                            guaranteed or insured by any
                                      governmental agency or instrumentality
                                  or by the depositor, Goldman Sachs
                                   Mortgage Company, the servicer, the
                                  trustee or any of their respective
                                  affiliates. Proceeds of the assets
                                      included in the trust will be the sole
                               source of payments on the LIBOR
                                  certificates, and there will be no
                              recourse to the depositor, the
                                   underwriter, Goldman Sachs Mortgage
                                   Company, the servicer, WMC Mortgage
                                      Corp., the trustee or any other person
                                   in the event that such proceeds are
                                        insufficient or otherwise unavailable to
                                        make all payments provided for under the
                   LIBOR certificates.

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

                                      The secondary markets for asset-backed
                           securities have experienced

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

The Ratings on Your Certificates        Each rating agency rating the offered   
Could Be Reduced or Withdrawn           certificates may change or withdraw its 
                                  initial ratings at any time in the
                           future if, in its judgment,
                                  circumstances warrant a change. No
                                   person is obligated to maintain the
                                     ratings at their initial levels. If a
                                      rating agency reduces or withdraws its
                                    rating on one or more classes of the
                                       offered certificates, the liquidity and
                            market value of the affected
                                     certificates is likely to be reduced.

The Offered Certificates May Not Be     The offered certificates are not        
Suitable Investments                    suitable investments for any investor   
                                      that requires a regular or predictable
                                       schedule of monthly payments or payment
                                 on any specific date. The offered
                                    certificates are complex investments
                                 that should be considered only by
                                   investors who, either alone or with
                                        their financial, tax and legal advisors,
                                 have the expertise to analyze the
                                     prepayment, reinvestment, default and
                                       market risk, the tax consequences of an
                                       investment and the interaction of these
        factors.

Conflicts of Interest between the       The servicer or an affiliate of the     
Servicer and the Trust                  servicer will initially own all or a    
                                    portion of the Class B-1, Class B-2,
                                      Class B-3, Class X, Class P, Class R-1
                                      and Class R-2 certificates. The timing
                                       of mortgage loan foreclosures and sales
                                    of the related mortgaged properties,
                                      which will be under the control of the
                                 servicer, may affect the weighted
                                       average lives and yields of the offered
                                    certificates. Although the servicing
                                     standard in the pooling and servicing
                                       agreement will obligate the servicer to
                                  service the mortgage loans without
                                        regard to the ownership or non-ownership
                                      of any certificates by the servicer or
                                 any of its affiliates, you should
                                        consider the possibility that the timing
                                        of such foreclosures or sales may not be
                            in the best interests of all
                                   certificateholders. You should also
                                     consider that, other than the general
                                      servicing standard described above, no
                                        specific guidelines will be set forth in
                                      the pooling and servicing agreement to
                                       resolve or minimize potential conflicts
                         of interest of this sort.

The Recording of the Mortgages in the   The mortgages or assignments of mortgage
Name of MERS May Affect the Yield on    for some of the mortgage loans have been
the Certificates                        recorded in the name of Mortgage        
                                      Electronic Registration Systems, Inc.,
                                  or MERS, solely as nominee for the
                                 originator and its successors and
                                        assigns, including the trust. Subsequent
                                  assignments of those mortgages are
                                     registered electronically through the
                             MERS system. However, if MERS
                                   discontinues the MERS system and it
                              becomes necessary to record an
                                      assignment of mortgage to the trustee,
                                        any related expenses will be paid by the
                                trust and will reduce the amount

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                                      available to make distributions on the
             certificates.

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

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TRANSACTION OVERVIEW

Parties                                                                         

The Depositor.  GS Mortgage Securities Corp., a Delaware corporation.  The
principal executive office of the depositor is located at 85 Broad Street,      
New York, New York 10004, and its telephone number is (212) 902-1000.  The      
depositor is an affiliate of Goldman Sachs & Co., the underwriter, and          
Goldman Sachs Mortgage Company.                                                 

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

  The Responsible Party. WMC Mortgage Corp., a California corporation ("WMC").
The principal executive office of the responsible party is located at 3100      
Thornton Avenue, Burbank, California 91504, and its telephone number is (800)   
736-5000. See "The Mortgage Loan Pool--Underwriting Guidelines" in this         
prospectus supplement.                                                          

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

The Trustee. Deutsche Bank National Trust Company, a national banking     
association. The corporate trust office of the trustee is located at 1761 East  
St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust            
Administration GS05W3, and its telephone number is (714) 247-6000. For a        
description of the trustee, see "The Trustee" in this prospectus supplement.    

The Custodian.  Wells Fargo Bank, N.A., a national banking association.   
The principal executive office of Wells Fargo Bank, N.A.  is located at 1015    
10th Avenue SE, Minneapolis, Minnesota 55414, and its telephone number is       
(612) 667-1117.                                                                 

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

The Transaction                                                                 

GSAMP Trust 2005-WMC3 will be formed and the certificates will be issued  
pursuant to the terms of a pooling and servicing agreement, dated as of December
1, 2005, by and among the depositor, the servicer, the custodian and the        
trustee.                                                                        

THE MORTGAGE LOAN POOL

The statistical information presented in this prospectus supplement       
concerning the mortgage loans is based on the scheduled principal balances of   
the mortgage loans as of the statistical calculation date, which is November 1, 
2005. The mortgage loan principal balances that are transferred to the trust    
will be the scheduled principal balances as of the cut-off date, December 1,    
2005. With respect to the mortgage loan pool, some scheduled principal          
amortization will occur, and some unscheduled principal amortization may occur  
from the statistical calculation date to the cut-off date and from the cut-off  
date to the closing date. Moreover, certain mortgage loans included in the      
mortgage loan pool as of the statistical calculation date may not be included in
the final mortgage loan pool because they may prepay in full prior to the       
cut-off date, or they may be determined not to meet the eligibility requirements
for the final mortgage loan pool. In addition, certain other mortgage loans may 
be included in the final mortgage loan pool. As a result of the foregoing, the  
statistical distribution of characteristics as of the cut-off date and as of the
closing date for the final mortgage loan pool may vary somewhat from the        
statistical distribution of such characteristics as of the statistical          
calculation date as presented in this prospectus supplement,                    

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although such variance should not be material. In addition, the final mortgage  
loan pool may vary plus or minus 5% from the statistical calculation pool of    
mortgage loans described in this prospectus supplement.                         

General                                                                         

The trust will primarily consist of approximately 3,809 conventional,     
subprime, adjustable and fixed rate, first lien and second lien residential     
mortgage loans with original terms to maturity from their first scheduled       
payment due date of not more than 30 years, having an aggregate principal       
balance of approximately $743,431,210 as of the statistical calculation date.   
The mortgage loans in the trust were acquired by GSMC from WMC. WMC either      
originated the mortgage loans or previously acquired the mortgage loans from    
correspondent lenders.                                                          

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

  Approximately 1,524 (or 17.81%) of the mortgage loans in the trust are fixed
rate mortgage loans and approximately 2,285 (or 82.19%) are adjustable rate     
mortgage loans, as described in more detail under "--Adjustable Rate Mortgage   
Loans" below. All of the mortgage loans have scheduled monthly payment due dates
on the first day of the month. Interest on the mortgage loans accrues on the    
basis of a 360-day year consisting of twelve 30-day months.                     

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

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

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

Approximately 26.54% of the first lien mortgage loans have original       
loan-to-value ratios in excess of 80.00%, and approximately 99.87% of the second
lien mortgage loans have combined original loan-to-value ratios in excess of    
80.00%. The "loan-to-value ratio" or "LTV" of a mortgage loan at any time is    
generally, unless otherwise specified in the underwriting guidelines described  
under "--Underwriting Guidelines" below, the ratio of the principal balance of  
such mortgage loan at the date of determination to (a) in the case of a         
purchase, the lesser of the sale price of the mortgaged property and its        
appraised value (as determined pursuant to WMC Mortgage Corp.'s underwriting    
guidelines) at the time of sale or (b) in the case of a refinancing or          
modification of a mortgage loan, the appraised value of the mortgaged property  
at the time of the refinancing or modification. The "combined original          
loan-to-value ratio" or "CLTV" of a second lien mortgage loan at any time is    
generally, unless otherwise specified in the underwriting guidelines described  
under "--Underwriting Guidelines" below, the ratio of the (a) sum of (i) the    
principal balance of the related first lien mortgage loan, and (ii) the         
principal balance of the second lien mortgage loan to (b) the lesser of (i) the 
appraised value of the mortgaged property at the time the second lien mortgage  
loan is originated, or (ii) the sales price of the mortgaged property at the    
time of origination. However, in the case of a refinanced mortgage loan, the    
value is based solely upon the appraisal made at the time of origination of that
refinanced mortgage loan.                                                       

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

Approximately 50.39% of the mortgage loans are fully amortizing, and      
approximately 49.61% of the mortgage loans are balloon mortgage loans.          

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The Mortgage Loans                                                              

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

                                                        [Enlarge/Download Table]

                                                        Group I             Group II            Aggregate    
                                                  ------------------  -------------------  ------------------
                                                                                                             
Scheduled Principal Balance:                         $351,273,325        $392,157,885         $743,431,210   
Number of Mortgage Loans:                                   2,073               1,736                3,809   
Average Scheduled Principal Balance:                     $169,452            $225,897             $195,178   
Weighted Average Gross Interest Rate:                      7.283%              7.349%               7.318%   
Weighted Average Net Interest Rate(2):                     6.773%              6.839%               6.808%   
Weighted Average Current FICO Score:                          636                 644                  640   
Weighted Average Original LTV Ratio:                       74.59%              72.92%               73.71%   
Weighted Average Combined Original LTV Ratio (3)           81.56%              83.17%               82.41%   
Weighted Average Stated Remaining Term (months):              342                 335                  338   
Weighted Average Seasoning (months):                            1                   1                    1   
Weighted Average Months to Roll(4):                            25                  26                   25   
Weighted Average Gross Margin(4):                           6.32%               6.48%                6.40%   
Weighted Average Initial Rate Cap(4):                       2.99%               3.03%                3.01%   
Weighted Average Periodic Rate Cap(4):                      1.00%               1.00%                1.00%   
Weighted Average Gross Maximum Lifetime Rate(4):           13.48%              13.43%               13.45%   

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

(1) All percentages calculated in this table are based on scheduled principal   
balances as of the statistical calculation date, unless otherwise noted.

(2) The weighted average net interest rate is equal to the weighted average     
gross interest rate less the servicing and trustee fee rates.           

(3) With respect to first lien mortgage loans, the original LTV ratio reflects  
   the loan-to-value ratio and with respect to the second lien mortgage loans,
the combined original LTV ratio reflects the ratio of the sum of the    
principal balance of the second lien mortgage loans, plus the original  
  principal balance of the related first lien mortgage loan, to the value of
the related mortgaged property.                                         

(4) Represents the weighted average of the adjustable rate mortgage loans only. 

The scheduled principal balances of the mortgage loans range from         
approximately $14,300 to approximately $1,248,840. The mortgage loans had an    
average scheduled principal balance of approximately $195,178.                  

The weighted average original loan-to-value ratio of the mortgage loans is
approximately 73.71%, and approximately 23.65% of the mortgage loans have       
original loan-to-value ratios exceeding 80.00%.                                 

The weighted average combined original loan-to-value ratio of the mortgage
loans is approximately 82.41%, and approximately 34.54% of the mortgage loans   
have combined original loan-to-value ratios exceeding 80.00%.                   

Approximately 89.10% of the mortgage loans are secured by first liens, and
approximately 10.90% of the mortgage loans are secured by second liens.         

  Approximately 15.90% of the mortgage loans are interest only for a period of
time.                                                                           

No more than approximately 0.55% of the mortgage loans are secured by     
mortgaged properties located in any one zip code area.                          

  None of the mortgage loans imposes a Prepayment Premium for a term in excess
of three years.                                                                 

 As of the cut-off date, approximately [___]% of the mortgage loans were one
payment past due, and approximately [___]% of the mortgage loans were two or    
more payments past due.                                                         

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

The Group I Mortgage Loans                                                      

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

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  Scheduled Principal Balance:                                $351,273,325
  Number of Mortgage Loans:                                          2,073
  Average Scheduled Principal Balance:                            $169,452
  Weighted Average Gross Interest Rate:                             7.283%
  Weighted Average Net Interest Rate(2):                            6.773%
  Weighted Average Current FICO Score:                                 636
  Weighted Average Original LTV Ratio:                              74.59%
  Weighted Average Combined Original LTV Ratio (3)                  81.56%
  Weighted Average Stated Remaining Term (months):                     342
  Weighted Average Seasoning (months):                                   1
  Weighted Average Months to Roll(4):                                   25
  Weighted Average Gross Margin(4):                                  6.32%
  Weighted Average Initial Rate Cap(4):                              2.99%
  Weighted Average Periodic Rate Cap(4):                             1.00%
  Weighted Average Gross Maximum Lifetime Rate(4):                  13.48%

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

(1) All percentages calculated in this table are based on scheduled principal   
balances as of the statistical calculation date, unless otherwise noted.

(2) The weighted average net interest rate is equal to the weighted average     
gross interest rate less the servicing and trustee fee rates.           

(3) With respect to first lien mortgage loans, the original LTV ratio reflects  
   the loan-to-value ratio and with respect to the second lien mortgage loans,
the combined original LTV ratio reflects the ratio of the sum of the    
principal balance of the second lien mortgage loans, plus the original  
  principal balance of the related first lien mortgage loan, to the value of
the related mortgaged property.                                         

(4) Represents the weighted average of the group I adjustable rate mortgage     
loans only.                                                             

The scheduled principal balances of the group I mortgage loans range from 
approximately $23,983 to approximately $679,627. The group I mortgage loans had 
an average scheduled principal balance of approximately $169,452.               

The weighted average original loan-to-value ratio of the group I mortgage 
loans is approximately 74.59%, and approximately 21.23% of the group I mortgage 
loans have original loan-to-value ratios exceeding 80.00%.                      

The weighted average combined original loan-to-value ratio of the group I 
mortgage loans is approximately 81.56%, and approximately 29.93% of the group I 
mortgage loans have combined original loan-to-value ratios exceeding 80.00%.    

Approximately 91.29% of the group I mortgage loans are secured by first   
liens, and approximately 8.71% of the group I mortgage loans are secured by     
second liens.                                                                   

Approximately 11.53% of the group I mortgage loans are interest-only for a
period of time.                                                                 

   No more than approximately 0.73% of the group I mortgage loans are secured by
mortgaged properties located in any one zip code area.                          

   None of the group I mortgage loans imposes a Prepayment Premium for a term in
excess of three years.                                                          

As of the cut-off date, approximately [_______]% of the group I mortgage  
loans were one payment past due and none of the group I mortgage loans were two 
or more payments past due.                                                      

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

The Group II Mortgage Loans                                                     

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

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  Scheduled Principal Balance:                                $392,157,885
  Number of Mortgage Loans:                                          1,736
  Average Scheduled Principal Balance:                            $225,897
  Weighted Average Gross Interest Rate:                             7.349%
  Weighted Average Net Interest Rate(2):                            6.839%
  Weighted Average Current FICO Score:                                 644
  Weighted Average Original LTV Ratio:                              72.92%
  Weighted Average Combined Original LTV Ratio (3)                  83.17%
  Weighted Average Stated Remaining Term (months):                     335
  Weighted Average Seasoning (months):                                   1
  Weighted Average Months to Roll(4):                                   26
  Weighted Average Gross Margin(4):                                  6.48%
  Weighted Average Initial Rate Cap(4):                              3.03%
  Weighted Average Periodic Rate Cap(4):                             1.00%
  Weighted Average Gross Maximum Lifetime Rate(4):                  13.43%

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

(1) All percentages calculated in this table are based on scheduled principal   
balances as of the statistical calculation date, unless otherwise noted.

(2) The weighted average net interest rate is equal to the weighted average     
gross interest rate less the servicing and trustee fee rates.           

(3) With respect to first lien mortgage loans, the original LTV ratio reflects  
   the loan-to-value ratio and with respect to the second lien mortgage loans,
the combined original LTV ratio reflects the ratio of the sum of the    
principal balance of the second lien mortgage loans, plus the original  
  principal balance of the related first lien mortgage loan, to the value of
the related mortgaged property.                                         

(4) Represents the weighted average of the group II adjustable rate mortgage    
loans only.                                                             

The scheduled principal balances of the group II mortgage loans range from
approximately $14,300 to approximately $1,248,840. The group II mortgage loans  
had an average scheduled principal balance of approximately $225,897.           

The weighted average original loan-to-value ratio of the group II mortgage
loans is approximately 72.92%, and approximately 25.82% of the group II mortgage
loans have original loan-to-value ratios exceeding 80.00%.                      

The weighted average combined original loan-to-value ratio of the group II
mortgage loans is approximately 83.17%, and approximately 38.65% of the group II
mortgage loans have combined original loan-to-value ratios exceeding 80.00%.    

Approximately 87.13% of the group II mortgage loans are secured by first  
liens, and approximately 12.87% of the group II mortgage loans are secured by   
second liens.                                                                   

 Approximately 19.81% of the group II mortgage loans are interest-only for a
period of time.                                                                 

 No more than approximately 0.80% of the group II mortgage loans are secured
by mortgaged properties located in any one zip code area.                       

 None of the group II mortgage loans imposes a Prepayment Premium for a term
in excess of three years.                                                       

As of the cut-off date, approximately [_______]% of the group II mortgage 
loans were one payment past due and none of the group II mortgage loans were two
or more payments past due.                                                      

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

Prepayment Premiums                                                             

 Approximately 65.50% of the group 1 mortgage loans and approximately 67.49%
of the group II mortgage loans provide for payment by the borrower of a         
prepayment premium (each, a "Prepayment Premium") in connection with certain    
full or partial prepayments of principal. Generally, each such mortgage loan    
provides for payment of a Prepayment Premium in connection with certain         
voluntary, full or                                                              

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partial prepayments made within the period of time specified in the related     
mortgage note, ranging from six months to three years from the date of          
origination of such mortgage loan, or the penalty period, as described in this  
prospectus supplement. The amount of the applicable Prepayment Premium, to the  
extent permitted under applicable federal or state law, is as provided in the   
related mortgage note. No mortgage loan imposes a Prepayment Premium for a term 
in excess of three years. Prepayment Premiums collected from borrowers will be  
paid to the holders of the Class P certificates and will not be available for   
payment to the LIBOR certificates.                                              

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

Adjustable Rate Mortgage Loans                                                  

  All of the adjustable rate mortgage loans provide for semi-annual adjustment
of the related interest rate based on the Six-Month LIBOR Loan Index (as        
described below under "--The Index"), and for corresponding adjustments to the  
monthly payment amount, in each case on each applicable adjustment date (each   
such date, an "Adjustment Date"). The first such adjustment for approximately   
0.18% of the adjustable rate mortgage loans will occur after an initial period  
of one year following origination; in the case of approximately 74.09% of the   
adjustable rate mortgage loans will occur after an initial period of            
approximately two years following origination; in the case of approximately     
4.21% of the adjustable rate mortgage loans, approximately three years following
origination; and in the case of 3.71% of the adjustable rate mortgage loans,    
approximately five to ten years following origination.                          

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

 o   1.00% for approximately 99.82% of the adjustable rate mortgage loans;
and                                                             

o   2.00% for approximately 0.18% of the adjustable rate mortgage loans.

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

 o   4.51% - 5.00% for approximately 1.91% of the adjustable rate mortgage
loans;                                                          

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

o   2.51%-3.00% for approximately 96.39% of the adjustable rate mortgage
loans;                                                          

o   1.51%-2.00% for approximately 0.02% of the adjustable rate mortgage 
loans;                                                          

o   1.01%-1.50% for approximately 1.08% of the adjustable rate mortgage 
loans; and                                                      

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o   0.51%-1.00% for approximately 0.58% of the adjustable rate mortgage 
loans.                                                          

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

The Index                                                                       

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

Underwriting Guidelines                                                         

General. The information set forth in the following paragraphs has been   
provided by WMC Mortgage Corp.                                                  

   WMC Mortgage Corp. is a mortgage banking company incorporated in the State of
California. Established in 1955, WMC Mortgage Corp. has developed a national    
mortgage origination franchise, with special emphasis on originating            
single-family, alternative non-prime mortgage loans in each of the regions in   
which it competes. WMC Mortgage Corp. historically originated both prime-quality
mortgage loans and non-prime-quality mortgage loans. WMC Mortgage Corp. sold its
prime mortgage loan origination business in 1998 and originates prime mortgage  
loans only on a very limited basis. WMC Mortgage Corp. was owned by a subsidiary
of Weyerhaeuser Company until May 1997 when it was sold to WMC Finance Co., a   
company owned principally by affiliates of a private investment firm. On June   
14, 2004, GE Consumer Finance acquired WMC Finance Co.                          

 Until March 2000, WMC Mortgage Corp. originated mortgage loans through both
wholesale and retail channels, with wholesale originations accounting for       
approximately 85% of total origination volume prior to March 2000. As of March  
2000, WMC Mortgage Corp. changed its business model to underwrite and process   
100% of its loans on the Internet via "WMC Direct" resulting in a substantial   
reduction in employees, underwriting centers and closing centers, and the       
elimination of all retail branches. In April 2005, WMC Mortgage Corp.'s         
headquarters relocated to Burbank, California from Woodland Hills, California. A
majority of its business operations are presently conducted at Burbank. WMC     
Mortgage Corp. also has nine (9) regional offices in Dallas, Texas, Orangeburg, 
New York, Costa Mesa, California, San Ramon, California, Woodland Hills,        
California, Jacksonville, Florida, Woburn Massachusetts, Schaumburg, Illinois,  
and Bellevue, Washington. WMC Mortgage Corp.'s originations come primarily      
through its broker relationships. As of November 15, 2005, WMC Mortgage Corp.   
had approximately 2515 employees, including approximately 657 business          
development representatives and associates who are responsible for recruiting   
and managing the independent broker network.                                    

Underwriting Standards. The mortgage loans have been either (i) originated
generally in accordance with the underwriting guidelines established by WMC     
Mortgage Corp. (collectively, the "Underwriting                                 

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Guidelines") or (ii) purchased by WMC Mortgage Corp. after being re-underwritten
generally in accordance with the Underwriting Guidelines. WMC Mortgage Corp.    
also originates certain other mortgage loans that are underwritten to the       
guidelines of specific investors, however, such mortgage loans are not included 
among those sold to the trust as described herein. The Underwriting Guidelines  
are primarily intended to (a) determine that the borrower has the ability to    
repay the mortgage loan in accordance with its terms and (b) determine that the 
related mortgaged property will provide sufficient value to recover the         
investment if the borrower defaults. On a case-by-case basis WMC Mortgage Corp. 
may determine that, based upon compensating factors, a prospective mortgagor not
strictly qualifying under the underwriting risk category or other guidelines    
described below warrants an underwriting exception. Compensating factors may    
include, but are not limited to, low debt-to-income ratio ("Debt Ratio"), good  
mortgage payment history, an abundance of cash reserves, excess disposable      
income, stable employment and time in residence at the applicant's current      
address. It is expected that a substantial number of the mortgage loans to be   
included in the trust will represent such underwriting exceptions.              

On July 15, 2005 WMC Mortgage Corp. launched a program called WMC Select. 
Using new credit matrices, WMC Select allows a borrower to choose loan features 
(such as rate, term, prepayment options, and other important features) based on 
the borrower's mortgage/housing history, credit depth, loan-to-value ratio      
("LTV") and Debt Ratio. WMC Select allows WMC Mortgage Corp. greater flexibility
in qualifying the borrower for a loan since the borrower selects the loan       
features most important to him.                                                 

  The mortgage loans in the trust will fall within the following documentation
categories established by WMC Mortgage Corp.: Full Documentation,               
Full-Alternative Documentation, Limited Documentation, Lite Documentation,      
Stated Income Documentation and Stated Income/Verified Assets (Streamlined)     
Documentation. In addition to single-family residences, certain of the mortgage 
loans will have been underwritten (in many cases, as described above, subject to
exceptions for compensating factors) in accordance with programs established by 
WMC Mortgage Corp. for the origination of mortgage loans secured by mortgages on
condominiums, vacation and second homes, manufactured housing, two- to          
four-family properties and other property types. In addition, WMC Mortgage Corp.
has established specific parameters for jumbo loans, which are designated in the
Underwriting Guidelines as mortgage loans with original principal balances in   
excess of $650,000 ($850,000 under WMC Select). However, WMC Mortgage Corp.     
sometimes increases the original principal balance limits if borrowers meet     
other compensating credit factors.                                              

Under the Underwriting Guidelines, WMC Mortgage Corp. verifies the loan   
applicant's eligible sources of income for all products, calculates the amount  
of income from eligible sources indicated on the loan application, reviews the  
credit and mortgage payment history of the applicant and calculates the Debt    
Ratio to determine the applicant's ability to repay the loan, and reviews the   
mortgaged property for compliance with the Underwriting Guidelines. The         
Underwriting Guidelines are applied in accordance with a procedure which        
complies with applicable federal and state laws and regulations and requires,   
among other things, (1) an appraisal of the mortgaged property which conforms to
Uniform Standards of Professional Appraisal Practice and (2) an audit of such   
appraisal by a WMC Mortgage Corp.-approved appraiser or by WMC Mortgage Corp.'s 
in-house collateral auditors (who may be licensed appraisers) and such audit may
in certain circumstances consist of a second appraisal, a field review, a desk  
review or an automated valuation model.                                         

   The Underwriting Guidelines permit mortgage loans with LTVs and CLTVs (in the
case of mortgaged properties which secure more than one mortgage loan) of up to 
100% (which is subject to reduction depending upon credit-grade, loan amount and
property type). In general, loans with greater documentation standards are      
eligible for higher LTV and CLTV limits across all risk categories. Under the   
Underwriting Guidelines, cash out on refinance mortgage loans is generally      
available, but the amount is restricted for C grade loans.                      

  All mortgage loans originated or purchased under the Underwriting Guidelines
are based on loan application packages submitted through mortgage brokerage     
companies or on loan files (which include loan application documentation)       
submitted by correspondents. Loan application packages submitted through        
mortgage brokerage companies, containing in each case relevant credit, property 
and                                                                             

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underwriting information on the loan request, are compiled by the applicable    
mortgage brokerage company and submitted to WMC Mortgage Corp. for approval and 
funding. The mortgage brokerage companies receive a portion of the loan         
origination fee charged to the mortgagor at the time the loan is made and/or a  
yield-spread premium for services provided to the borrower. No single mortgage  
brokerage company accounts for more than 3%, measured by outstanding principal  
balance, of the mortgage loans originated by WMC Mortgage Corp.                 

  The Underwriting Guidelines require that the documentation accompanying each
mortgage loan application include, among other things, a tri-merge credit report
on the related applicant from a credit reporting company aggregator. The report 
typically contains information relating to such matters as credit history with  
local and national merchants and lenders, installment debt payments and any     
record of defaults, bankruptcy, repossession, suits or judgments. In most       
instances, WMC Mortgage Corp. obtains a tri-merge credit score independent from 
the mortgage loan application from a credit reporting company aggregator. In the
case of purchase money mortgage loans, WMC Mortgage Corp. generally validates   
the source of funds for the down payment. In the case of mortgage loans         
originated under the Full Documentation category, the Underwriting Guidelines   
require documentation of income (which may consist of (1) a verification of     
employment form covering a specified time period which varies with LTV, (2) two 
most recent pay stubs and two years of tax returns or W-2s, (3) verification of 
deposits and/or (4) bank statements) and telephonic verification. Under the     
Full-Alternative Documentation category, only 24 months of bank statements are  
required (depending upon the LTV) and telephonic verification of employment,    
under the Limited Documentation category only 12 months of bank statements (or a
W-2 for the most current year and a current pay stub) are required, and under   
the Lite Documentation category only six months of bank statements (or a current
pay stub covering the six month period) are required. For mortgage loans        
originated under the Stated Income/Verified Assets (Streamlined) Documentation  
category, WMC Mortgage Corp. requires verification of funds equal to two months 
of principal, interest, taxes and insurance, sourced and seasoned for at least  
sixty days. In the case of mortgage loans originated under the Stated Income    
Documentation and Stated Income/Verified Assets (Streamlined) Documentation     
categories, the Underwriting Guidelines require (1) that income be stated on the
application, accompanied by proof of self employment in the case of             
self-employed individuals, (2) that a WMC Mortgage Corp. pre-funding auditor    
conduct telephonic verification of employment, or in the case of self-employed  
individuals, telephonic verification of business line and (3) that stated income
be consistent with type of work listed on the application.                      

The general collateral requirements in the Underwriting Guidelines specify
that a mortgaged property not have a condition rating of lower than "average."  
Deferred maintenance costs may generally not exceed $1,500. Each appraisal      
includes a market data analysis based on recent sales of comparable homes in the
area. The general collateral requirements in the Underwriting Guidelines specify
conditions and parameters relating to zoning, land-to-improvement ratio, special
hazard zones, neighborhood property value trends, whether the property site is  
too isolated, whether the property site is too close to commercial businesses,  
whether the property site is rural, city or suburban, whether the property site 
is typical for the neighborhood in which it is located and whether the property 
site is sufficient in size and shape to support all improvements.               

 The Underwriting Guidelines are less stringent than the standards generally
acceptable to Fannie Mae and Freddie Mac with regard to the mortgagor's credit  
standing, Debt Ratios, documentation programs, and in certain other respects.   
Mortgagors who qualify under the Underwriting Guidelines may have payment       
histories and Debt Ratios that would not satisfy Fannie Mae and Freddie Mac     
underwriting guidelines and may have a record of major derogatory credit items  
such as outstanding judgments or prior bankruptcies. The Underwriting Guidelines
establish the maximum permitted LTV for each loan type based upon these and     
other risk factors.                                                             

 WMC Mortgage Corp. requires that mortgage loans have title insurance (which
can be a short form title insurance policy for some piggyback second lien       
mortgage loans acquired from correspondent lenders) and be secured by liens on  
real property. Some second lien mortgage loans purchased from correspondent     
lenders and which have an original principal balance of $50,000 or less do not  
have title insurance. WMC Mortgage Corp. also requires that fire and extended   
coverage casualty insurance be                                                  

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maintained on the mortgaged property in an amount equal to the greater of full  
replacement or the amount of all mortgage liens on such mortgaged property. In  
addition, flood insurance is obtained where applicable and a tax service is used
to monitor the payment of property taxes on all loans.                          

 Risk Categories. Under the Underwriting Guidelines, various risk categories
are used to grade the likelihood that the mortgagor will satisfy the repayment  
conditions of the mortgage loan. These risk categories establish the maximum    
permitted LTV, maximum loan amount and the allowed use of loan proceeds given   
the borrower's mortgage payment history, the borrower's consumer credit history,
the borrower's liens/charge-offs/bankruptcy history, the borrower's Debt Ratio, 
the borrower's use of proceeds (purchase or refinance), the documentation type  
and other factors. In general, higher credit risk mortgage loans are graded in  
categories that require lower Debt Ratios and permit more (or more recent) major
derogatory credit items such as outstanding judgments or prior bankruptcies. Tax
liens are not considered in determining risk category (but must be paid off or  
subordinated by the taxing authority in all circumstances); and derogatory      
medical collections are not considered in determining risk category and are not 
required to be paid off. The Underwriting Guidelines specify the following risk 
categories and associated criteria for grading the potential likelihood that an 
applicant will satisfy the repayment obligations of a mortgage loan. However, as
described above, the following are guidelines only, and exceptions are made on a
case-specific basis. In addition, variations of the following criteria are      
applicable under the programs established by WMC Mortgage Corp. for the         
origination of jumbo loans in excess of $650,000 ($850,000 under WMC Select) and
for the origination of mortgage loans secured by mortgages on condominiums,     
vacation and second homes, manufactured housing and two- to four-family         
properties. Jumbo loans are originated under all documentation programs to      
borrowers with minimum Credit Scores of 620 (600 under WMC Select), a maximum   
Debt Ratio of 50% and who satisfy other requirements as set forth in the        
Underwriting Guidelines. WMC Mortgage Corp. sometimes has special loan programs 
which increase the maximum principal balance limit for jumbo loans provided the 
borrowers meet other credit criteria.                                           

Risk Category "AA".                                                     

Maximum loan amount:                                                    

o   $650,000 ($850,000 for WMC Select) for Full Documentation,          
Full-Alternative Documentation, and Limited Documentation       
(owner-occupied mortgaged property);                            

o   $550,000 ($850,000 for WMC Select) for Lite Documentation           
(owner-occupied mortgaged property);                            

o   $500,000 ($850,000 for WMC Select) for Stated Income Documentation  
(Self-Employed) and Stated Income Documentation (Wage Earner)   
(owner-occupied mortgaged property);                            

o   $550,000 ($700,000 for WMC Select) for Full Documentation and       
       Full-Alternative Documentation (non-owner-occupied mortgaged property);

o   $500,000 ($650,000 for WMC Select) for Limited Documentation        
(non-owner-occupied mortgaged property);                        

o   $450,000 ($650,000 for WMC Select) for Lite Documentation           
(non-owner-occupied mortgaged property); and                    

o   $400,000 for Stated Income Documentation (Self-Employed) and Stated 
Income (Wage Earner) Documentation (non-owner-occupied mortgaged
property).                                                      

   o   WMC Select is not available for non-owner-occupied mortgaged properties
under the Stated Income Documentation program.                  

Mortgage payment history: No delinquency during the preceding 12 months.

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Consumer credit history: Minimum Credit Score of 640 (500 for WMC Select),
minimum 2 year credit history with activity on at least one trade account in the
last 12 months.                                                                 

Liens/charge-offs: If any individual derogatory credit item, judgment, or 
state and federal lien is over $5,000, including collections and charge-offs,   
and is dated within the 24 months prior to the date that the credit report is   
pulled, such item, judgment or lien must be paid (or $10,000 with a Credit Score
of 660 or above). All adverse items on title must be paid at or prior to        
closing.                                                                        

Bankruptcy: Permitted if discharged two years or more prior to loan       
application (for borrowers with a Credit Score above 660, a shorter bankruptcy  
seasoning period is allowed). Under WMC Select, a prior bankruptcy is permitted 
if it was discharged 12 months or more prior to loan application and the LTV of 
the mortgage loan will be 85% or less. Under WMC Select, a prior bankruptcy is  
permitted if it was discharged 18 months or more prior to loan application and  
the LTV of the mortgage loan will be more than 85%.                             

  Notice of default ("NOD")/foreclosures: Permitted if discharged or cured two
years or more prior to loan application. Under WMC Select, a prior NOD or       
foreclosure is permitted if it was discharged 12 months or more prior to loan   
application and the LTV of the mortgage loan will be 85% or less. Under WMC     
Select, a prior NOD or foreclosure is permitted if it was discharged 18 months  
or more prior to loan application and the LTV of the mortgage loan will be more 
than 85%.                                                                       

Maximum LTV:                                                              

 o   100% for Full Documentation and Full-Alternative Documentation with a
   maximum loan amount of $500,000 and a Credit Score of 620 and above
(owner-occupied mortgaged property);                            

o   100% for Limited Documentation, Lite Documentation and Express      
      Documentation with a maximum loan amount of $333,700 ($337,000 for WMC
  Select) and a Credit Score of 640 and above (500 and above for WMC
Select) (owner-occupied mortgaged property);                    

  o   100% for Stated Income Documentation (Self-Employed) and Stated Income
  Documentation (Wage Earner) with a maximum loan amount of $333,700
($337,000 for WMC Select) and a Credit Score of 660 and above   
(owner-occupied mortgaged property);                            

o   95% for Full Documentation, Full-Alternative Documentation, Limited 
  Documentation and Lite Documentation with a maximum loan amount of
    $650,000 ($700,000 for WMC Select) and a minimum Credit Score of 640
(owner-occupied mortgaged property);                            

  o   95% for Stated Income Documentation (Self-Employed) and 80% for Stated
Income Documentation (Wage Earner) with a maximum loan amount of
    $500,000 ($700,000 for WMC Select) and a minimum Credit Score of 640
   (500 and above for WMC Select) (owner-occupied mortgaged property);

o   90% for Full Documentation and Full-Alternative Documentation       
(non-owner-occupied mortgaged property);                        

  o   85% for Limited Documentation (non-owner-occupied mortgaged property);
and                                                             

  o   80% (85% for WMC Select for Lite Documentation) for Lite Documentation
and Stated Income Documentation (Self-Employed).                

o   Stated Income Documentation (Wage Earner) is not available on       
non-owner-occupied mortgaged property.                          

   o   WMC Select is not available for non-owner-occupied mortgaged properties
under the Stated Income Documentation program.                  

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  Maximum debt ratio: Limited to 55% for all documentation types except Stated
Income Documentation, which is limited to 50%.                                  

Risk Category "A".                                                        

Maximum loan amount:                                                      

o   $650,000 ($850,000 for WMC Select) for Full Documentation and       
   Full-Alternative Documentation (owner-occupied mortgaged property);

o   $550,000 ($850,00 for WMC Select) for Limited Documentation         
(owner-occupied mortgaged property);                            

o   $500,000 ($850,000 for WMC Select) for Lite Documentation           
(owner-occupied mortgaged property);                            

o   $450,000 ($850,000 for WMC Select) for Stated Income Documentation  
(Self-Employed) and Stated Income Documentation (Wage Earner)   
(owner-occupied mortgaged property);                            

o   $375,000 ($650,000 for WMC Select) for Full Documentation and       
       Full-Alternative Documentation (non-owner-occupied mortgaged property);

o   $325,000 ($600,000 for WMC Select) for Limited Documentation        
(non-owner-occupied mortgaged property);                        

o   $300,000 ($600,000 for WMC Select) for Lite Documentation,          
   non-owner-occupied mortgaged property (non-owner-occupied mortgaged
property); and                                                  

o   $200,000 for Stated Income Documentation (Self-Employed)            
(non-owner-occupied mortgaged property).                        

o   Stated Income (Wage Earner) Documentation is not permitted for      
non-owner-occupied mortgaged property.                          

Mortgage payment history: Not more than one 30-day delinquency during the 
preceding 12 months, and no 60-day delinquencies during the preceding 12 months 
(no 30-day delinquencies during preceding 12 months permitted for LTV of 95% or 
greater). For WMC Select, not more than one 30-day delinquency during the       
preceding 12 months, and no 60-day delinquencies during the preceding 12 months 
(no 30-day delinquencies during preceding 12 months permitted for a LTV of 90%  
or greater).                                                                    

Consumer credit history: Minimum Credit Score of 600 (500 for WMC Select),
minimum 2 year credit history with activity on at least one trade account in the
last 12 months. For loans with a LTV over 90%, at least three reported          
tradelines with one open account must be active in the last 12 months.          

Liens/charge-offs: If any individual derogatory credit item, judgment, or 
state and federal lien is over $5,000, including collections and charge-offs,   
and is dated within the 24 months prior to the date that the credit report is   
pulled, such item, judgment or lien must be paid (or $10,000 with a Credit Score
of 660 or above). All adverse items on title must be paid at or prior to        
closing.                                                                        

Bankruptcy: Permitted if discharged two years or more prior to loan       
application (for borrowers with a Credit Score above 660, a shorter bankruptcy  
seasoning period is permitted). Under WMC Select, a prior bankruptcy is         
permitted if it was discharged 12 months or more prior to loan application and  
the LTV of the mortgage loan will be 85% or less. Under WMC Select, a prior     
bankruptcy is permitted if it was discharged 18 months or more prior to loan    
application and the LTV of the mortgage loan will be more than 85%.             

 NODs/foreclosures: Permitted if discharged or cured two years or more prior
to loan application. Under WMC Select, a prior NOD or foreclosure is permitted  
if it was discharged 12 months or more prior                                    

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to loan application and the LTV of the mortgage loan will be 85% or less. Under 
WMC Select, a prior NOD or foreclosure is permitted if it was discharged 18     
months or more prior to loan application and the LTV of the mortgage loan will  
be more than 85%.                                                               

Maximum LTV:                                                              

o   95% (90% for WMC Select) for Full Documentation, Full-Alternative   
  Documentation and Limited Documentation, (owner-occupied mortgaged
property);                                                      

   o   90% for Lite Documentation, Stated Income Documentation (Self-Employed)
(owner-occupied mortgaged property);                            

o   80% (75% for WMC Select) Stated Income Documentation (Wage Earner)  
(owner-occupied mortgaged property);                            

o   85% for Full Documentation, Express Documentation, Full-Alternative 
     Documentation and Limited Documentation (non-owner-occupied mortgaged
property);                                                      

   o   80% for Lite Documentation (non-owner-occupied mortgaged property); and

   o   75% for Stated Income Documentation (Self-Employed) (non-owner-occupied
mortgaged property).                                            

o   Stated Income Documentation (Wage Earner) is not permitted on       
non-owner-occupied mortgaged property.                          

   o   WMC Select is not available for non-owner-occupied mortgaged properties
under the Stated Income Documentation program.                  

Maximum debt ratio: Limited to 55% (50% for Stated Income Documentation). 

Risk Category "A-".                                                       

Maximum loan amount:                                                      

o   $650,000 ($550,000 for WMC Select) for Full Documentation,          
   Full-Alternative Documentation (owner-occupied mortgaged property);

o   $475,000 ($550,000 for WMC Select) for Limited Documentation        
(owner-occupied mortgaged property);                            

o   $450,000 ($550,000 for WMC Select) for Lite Documentation           
(owner-occupied mortgaged property);                            

o   $400,000 for Stated Income Documentation (Self-Employed) and Stated 
       Income Documentation (Wage Earner) (owner-occupied mortgaged property);

o   $350,000 ($475,000 for WMC Select) for Full Documentation and       
       Full-Alternative Documentation (non-owner-occupied mortgaged property);

o   $325,000 ($425,000 for WMC Select) for Limited Documentation        
(non-owner-occupied mortgaged property);                        

o   $300,000 ($425,000 for WMC Select) for Lite Documentation           
(non-owner-occupied mortgaged property); and                    

o   $200,000 for Stated Income Documentation (Self-Employed)            
(non-owner-occupied mortgaged property).                        

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   o   WMC Select is not available for non-owner-occupied mortgaged properties
under the Stated Income Documentation program.                  

 Mortgage payment history: Not more than two 30-day delinquencies during the
preceding 12 months (a rolling 30-day delinquency counts as only one such       
delinquency). No 30-day delinquencies permitted for LTVs of 90% or higher. For  
WMC Select, not more than two 30-day delinquencies during the preceding 12      
months, and no 60-day delinquencies during the preceding 12 months for a        
mortgage loan with a LTV of 90% or greater.                                     

Consumer credit history: Minimum Credit Score of 580 (500 for WMC Select);
minimum 2 year credit history with activity on at least one trade account in the
last 12 months.                                                                 

Liens/charge-offs: If any individual derogatory credit item, judgment, or 
state and federal lien is over $5,000, including collections and charge-offs,   
and is dated within the 12 months prior to the date that the credit report is   
pulled, such item, judgment or lien must be paid (or $10,000 with a Credit Score
of 660 or above). All adverse items on title must be paid at or prior to        
closing.                                                                        

Bankruptcy: Permitted if discharged two years or more prior to loan       
application (for borrowers with a Credit Score above 660, a shorter bankruptcy  
seasoning period is allowed).                                                   

 NODs/foreclosures: Permitted if discharged or cured two years or more prior
to application.                                                                 

Maximum LTV:                                                              

o  95% (90% for WMC Select) for Full Documentation and Full-Alternative   
Documentation (owner-occupied mortgaged property);                  

o  95% (90% for WMC Select) for Limited Documentation (owner-occupied     
mortgaged property);                                                

o  90% (90% for WMC Select also) for Lite Documentation (owner-occupied   
mortgaged property);                                                

o  80% (80% for WMC Select also) for Stated Income Documentation          
(Self-Employed) (owner-occupied mortgaged property);                

o  70% (70% for WMC Select also) for Stated Income Documentation (Wage    
Earner) (owner-occupied mortgaged property);                        

o  80% (80% for WMC Select also) for Full Documentation, Full-Alternative 
 Documentation and Limited Documentation (non-owner-occupied mortgaged
property);                                                          

 o  80% (80% for WMC Select also) for Lite Documentation (non-owner-occupied
mortgaged property); and                                            

o  75% for Stated Income Documentation (Self-Employed) (non-owner-occupied
mortgaged property).                                                

o  Stated Income Documentation (Wage Earner) is not permitted for         
non-owner-occupied mortgaged property.                              

o  WMC Select is not available for non-owner-occupied mortgaged properties
under the Stated Income Documentation program.                      

Maximum debt ratio: Limited to 50%.                                       

Risk Category "B+".                                                       

Maximum loan amount:                                                      

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o  $650,000 ($525,000 for WMC Select) for Full Documentation, Express     
Documentation, and Full-Alternative Documentation (owner-occupied   
mortgaged property);                                                

o  $425,000 ($525,000 for WMC Select) for Limited Documentation           
(owner-occupied mortgaged property);                                

  o  $375,000 ($525,000 for WMC Select) for Lite Documentation (owner-occupied
mortgaged property);                                                

 o  $350,000 ($525,000 for WMC Select) for Stated Income Documentation (Self
   Employed) and Stated Income Documentation (Wage Earner) (owner-occupied
mortgaged property);                                                

o  $300,000 ($525,000 for WMC Select) for Full Documentation and          
   Full-Alternative Documentation (non-owner-occupied mortgaged property);

o  $250,000 ($525,000 for WMC Select) for Limited Documentation           
(non-owner-occupied mortgaged property);                            

o  $225,000 ($525,000 for WMC Select) for Lite Documentation              
(non-owner-occupied mortgaged property); and                        

o  $200,000 for Stated Income Documentation (Self-Employed)               
(non-owner-occupied mortgaged property).                            

o  Stated Income Documentation (Wage Earner) is not permitted for         
non-owner-occupied mortgaged property.                              

o  WMC Select is not available for non-owner-occupied mortgaged properties
under the Stated Income Documentation program.                      

   Mortgage payment history: Not more than three 30-day delinquencies during the
preceding 12 months (a rolling 30-day delinquency counts as only one such       
delinquency). For any loan with an LTV of 85% or greater, no 30-day             
delinquencies during the preceding 12 months is permitted. For WMC Select, not  
more than three 30-day delinquencies during the preceding 12 months, and no     
60-day delinquencies during the preceding 12 months for a mortgage loan with a  
LTV of 85% or greater.                                                          

Consumer credit history: Minimum Credit Score of 550 (500 for WMC Select),
minimum 2 year credit history with activity on at least one trade account in the
last 12 months.                                                                 

Liens/charge-offs: If any individual derogatory credit item, judgment, or 
state and federal lien is over $5,000, including collections and charge-offs,   
and is dated within the 12 months prior to the date that the credit report is   
pulled, such item, judgment or lien must be paid (or $10,000 with a Credit Score
of 660 or above). All adverse items on title must be paid at or prior to        
closing.                                                                        

Bankruptcy: Permitted if discharged 18 months or more prior to loan       
application.                                                                    

 NODs/foreclosures: Permitted if cured or discharged 18 months or more prior
to application.                                                                 

Maximum LTV:                                                              

o  90% (85% for WMC Select) for Full Documentation, Full-Alternative      
Documentation, and Limited Documentation (owner-occupied mortgaged  
property);                                                          

  o  80% (85% for WMC Select) for Lite Documentation (owner-occupied mortgaged
property);                                                          

o  75% (75% for WMC Select also) for Stated Income Documentation          
(Self-Employed) (owner-occupied mortgaged property);                

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o  70% (70% for WMC Select also) Stated Income Documentation (Wage Earner)
(owner-occupied mortgaged property);                                

o  75% (75% for WMC Select also) for Full Documentation, Full-Alternative 
 Documentation and Limited Documentation (non-owner-occupied mortgaged
property);                                                          

o  70% (75% for WMC Select) for Lite Documentation (non-owner-occupied    
mortgaged property); and                                            

o  65% for Stated Income Documentation and Stated Income/Verified Assets  
(Streamlined) Documentation (non-owner-occupied mortgaged property).

o  WMC Select is not available for non-owner-occupied mortgaged properties
under the Stated Income Documentation program.                      

Maximum debt ratio: Limited to 50%.                                       

Risk Category "B".                                                        

Maximum loan amount:                                                      

o  $500,000 for Full Documentation and Full-Alternative Documentation     
(owner-occupied mortgaged property);                                

o  $375,000 ($500,000 for WMC Select) for Limited Documentation           
(owner-occupied mortgaged property);                                

  o  $350,000 ($500,000 for WMC Select) for Lite Documentation (owner-occupied
mortgaged property);                                                

o  $335,000 ($500,000 for WMC Select) for Stated Income Documentation     
(Self-Employed) (owner-occupied mortgaged property);                

o  $275,000 for Full Documentation and Full-Alternative Documentation     
(non-owner-occupied mortgaged property);                            

o  $225,000 for Limited Documentation (non-owner-occupied mortgaged       
property); and                                                      

o  $200,000 for Lite Documentation and Stated Income Documentation        
(Self-Employed) (non-owner-occupied mortgaged property).            

o  Stated Income Documentation (Wage Earner) is not permitted for owner or
non-owner-occupied mortgaged property.                              

o  WMC Select is not available for non-owner-occupied mortgaged properties
under any documentation program.                                    

Mortgage payment history: One 60-day delinquency during the preceding 12  
months. For WMC Select, not more than four 30-day delinquencies during the      
preceding 12 months, and one 60-day delinquency during the preceding 12 months. 

Consumer credit history: Minimum Credit Score of 500 with a minimum credit
history of 2 years and minimum of one reported trade account with activity in   
last 12 months (minimum score of 520 required for LTVs of 85%). For WMC Select, 
the borrower must have a minimum Credit Score of 520 with a minimum credit      
history of 2 years and a minimum of one reported trade account with activity in 
last 12 months .                                                                

Liens/charge-offs: If any individual derogatory credit item, judgment, or 
state and federal lien is over $5,000, including collections and charge-offs,   
and is dated within the 12 months prior to the date that the                    

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credit report is pulled, such item, judgment or lien must be paid (or $10,000   
with a Credit Score of 660 or above). All adverse items on title must be paid at
or prior to closing.                                                            

Bankruptcy: Permitted if discharged 12 months or more prior to loan       
application.                                                              

 NODs/foreclosures: Permitted if cured or discharged 12 months or more prior
to loan application.                                                      

Maximum LTV:                                                              

o  80% (80% for WMC Select also) for Full Documentation, Full-Alternative 
    Documentation and Limited Documentation (85% maximum LTV if the borrower
     has no 60-day late payments on a mortgage loan in the preceding 12 months
   and a minimum Credit Score of 520) (owner-occupied mortgaged property);

o  80% (80% for WMC Select also) for Lite Documentation (owner-occupied   
mortgaged property);                                                

 o  75% for Stated Income Documentation (Self-Employed) only (owner-occupied
mortgaged property);                                                

o  70% for Full Documentation, Full-Alternative Documentation and Limited 
Documentation (non-owner-occupied mortgaged property); and          

o  65% for Lite Documentation (non-owner-occupied mortgaged property).    

o  Stated Income Documentation (Self-Employed) and Stated Income          
Documentation (Wage Earner) are not available on non-owner-occupied 
mortgaged property.                                                 

o  WMC Select is not available for non-owner-occupied mortgaged properties
under any documentation program.                                    

Maximum debt ratio: Limited to 50%.                                       

Risk Category "C".                                                        

Maximum Loan Amount:                                                      

o  $500,000 ($350,000 for WMC Select) for Full Documentation and          
Full-Alternative Documentation (owner-occupied mortgaged property); 

o  $335,000 ($350,000 for WMC Select) for Limited Documentation, Lite     
Documentation and Stated Income Documentation (Self-Employed)       
(owner-occupied mortgaged property);                                

o  $250,000 for Full Documentation and Full-Alternative Documentation     
(non-owner-occupied mortgaged property); and                        

o  $200,000 for Limited Documentation and Lite Documentation              
(non-owner-occupied mortgaged property).                            

o  No Stated Income Documentation (Wage Earner) or Stated Income/Verified 
Assets (Streamlined) Documentation program is available for         
non-owner-occupied mortgaged property.                              

Mortgage payment history: No more than two 60-day delinquencies and one   
90-day delinquency are allowed in the preceding 12 months (rolling 30-day lates 
are accepted). For WMC Select, not more than two 60-day delinquencies during the
preceding 12 months or one 90-day delinquency are allowed in the preceding 12   
months.                                                                         

Consumer credit history: Minimum Credit Score of 500 with 2 year credit   
history and one reported trade account with activity in the last 12 months.     

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Liens/charge-offs: If any individual derogatory credit item, judgment, or 
state and federal lien is over $5,000, including collections and charge-offs,   
and is dated within the 12 months prior to the date that the credit report is   
pulled, such item, judgment or lien must be paid (or $10,000 with a Credit Score
of 660 or above). All adverse items on title must be paid at or prior to        
closing.                                                                        

Bankruptcy: Permitted if discharged 12 months or more prior to loan       
application.                                                                    

 NODs/foreclosures: Permitted if discharged or cured 12 months or more prior
to loan application.                                                            

Maximum LTV:                                                              

o  85% (80% for WMC Select) for Full Documentation, Full-Alternative      
    Documentation and Limited Documentation (80% maximum LTV if the borrower
      has no 90-day late payments and no more than two 60-day late payments on a
mortgage loan in the preceding 12 months) (owner-occupied mortgaged 
property);                                                          

o  80% (80% for WMC Select also) for Lite Documentation (owner-occupied   
mortgaged property),                                                

o  75% for Stated Income Documentation (Self-Employed) (owner-occupied    
mortgaged property);                                                

o  70% for Full Documentation, Full-Alternative Documentation and Limited 
Documentation (non-owner-occupied mortgaged property); and          

o  60% for Lite Documentation (non-owner-occupied mortgaged property).    

o  No Stated Income Documentation (Wage Earner) or Stated Income/Verified 
Assets (Streamlined) Documentation program is available for         
non-owner-occupied mortgaged property.                              

o  WMC Select is not available for non-owner-occupied mortgaged properties
under any documentation program.                                    

Maximum debt ratio: Limited to 50%.                                       

The Underwriting Guidelines described above are a general summary of WMC  
Mortgage Corp.'s underwriting guidelines and do not purport to be a complete    
description of the underwriting standards of WMC Mortgage Corp.                 

Credit Scores                                                                   

 Credit scores are obtained by many lenders in connection with mortgage loan
applications to help them assess a borrower's creditworthiness (the "Credit     
Scores"). Credit Scores are generated by models developed by a third party which
analyzed data on consumers in order to establish patterns which are believed to 
be indicative of the borrower's probability of default. The Credit Score is     
based on a borrower's historical credit data, including, among other things,    
payment history, delinquencies on accounts, levels of outstanding indebtedness, 
length of credit history, types of credit, and bankruptcy experience. Credit    
Scores range from approximately 250 to approximately 900, with higher scores    
indicating an individual with a more favorable credit history compared to an    
individual with a lower score. However, a Credit Score purports only to be a    
measurement of the relative degree of risk a borrower represents to a lender,   
i.e., a borrower with a higher score is statistically expected to be less likely
to default in payment than a borrower with a lower score. Lenders have varying  
ways of analyzing Credit Scores and, as a result, the analysis of Credit Scores 
across the industry is not consistent. In addition, it should be noted that     
Credit Scores were developed to indicate a level of default probability over a  
two-year period, which does not correspond to the life of a mortgage loan.      
Furthermore, Credit Scores were not developed specifically for use in connection
with mortgage loans, but for consumer loans in general, and assess only the     
borrower's past credit history. Therefore, a Credit Score does not take into    
consideration the effect of mortgage loan characteristics (which may differ from
consumer loan characteristics) on the probability of repayment by the borrower. 
There can be no assurance that the                                              

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Credit Scores of the mortgagors will be an accurate predictor of the likelihood 
of repayment of the related mortgage loans.                                     

The tables on Schedule A set forth certain information as to the Credit   
Scores of the related mortgagors for the mortgage loans obtained in connection  
with the origination of each mortgage loan.                                     

THE SERVICER

General                                                                         

The information set forth in the following paragraphs has been provided by
Litton Loan Servicing LP. The servicer will be required to service the mortgage 
loans in accordance with the pooling and servicing agreement.                   

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

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

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

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

 Fitch assigned the servicer its RSS1 residential special servicer rating on
November 16, 1999 and reaffirmed that rating in August 2005. The rating is based
on the servicer's ability to manage and liquidate nonperforming residential     
mortgage loans and real estate owned assets. This RSS1 rating is the highest    
special servicer rating attainable from Fitch which reflects the servicer's     
proprietary default management technology, the financial strength of its parent 
and the experience of its management and staff.                                 

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

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

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

Delinquency and Foreclosure Experience                                          

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

Delinquency and Foreclosure Experience(1)   

                                                        [Enlarge/Download Table]

                                As of September 30, 2005                 As of December 31, 2004          
                          --------------------------------------   -------------------------------------- 

                                                         % by                                     % by    
                           No. of       Principal      Principal    No. of       Principal      Principal 
                            Loans      Balance(2)       Balance      Loans      Balance(2)       Balance  
                          --------   ---------------   ---------   --------   ---------------   --------- 
                                                                                                          
                           213,579   $28,558,941,190       78.33%   209,161   $25,418,836,059       75.47%
Period of Delinquency(3)                                                                                  
   30-59 Days ..........    28,034     3,232,696,960        8.87%    30,872     3,366,957,309       10.00%
   60-89 Days ..........    11,329     1,254,539,329        3.44%    13,627     1,435,281,813        4.26%
   90 Days or more .....     9,185       999,843,025        2.74%     9,483       924,532,429        2.74%
                          --------   ---------------   ---------   --------   ---------------   --------- 
Total Delinquency ......    48,548    $5,487,079,314       15.05%    53,982    $5,726,771,551       17.00%

Foreclosure/                                                                                              
   bankruptcies(4) .....    18,722     1,891,812,884        5.19%    21,085    $1,990,423,865        5.91%
Real Estate Owned ......     5,568       523,076,605        1.43%     6,236       544,216,985        1.62%
                          --------   ---------------   ---------   --------   ---------------   --------- 
Total Portfolio ........   286,417   $36,460,909,993      100.00%   290,464   $33,680,248,460      100.00%



                                 As of December 31, 2003                                                  
                          --------------------------------------                                          

                                                         % by                                             
                           No. of       Principal      Principal                                          
                            Loans      Balance(2)       Balance                                           
                          --------   ---------------   ---------                                          
                                                                                                          
                           117,507   $12,259,524,842       69.54%                                         
Period of Delinquency(3)                                                                                  
   30-59 Days ..........    19,576     1,846,650,352       10.47%                                         
   60-89 Days ..........     8,097       759,456,004        4.31%                                         
   90 Days or more .....     6,576       544,508,354        3.09%                                         
Total Delinquency ......    34,249    $3,150,614,710       17.87%                                         

Foreclosure/                                                                                              
   bankruptcies(4) .....    19,954    $1,807,441,681       10.25%                                         
Real Estate Owned ......     4,611       411,683,483        2.34%                                         
                          --------   ---------------   ---------                                          
Total Portfolio ........   176,321   $17,629,264,716      100.00%                                         

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

(1) The table shows mortgage loans which were delinquent or for which           
foreclosure proceedings had been instituted as of the date indicated.   

(2) For the Real Estate Owned properties, the principal balance is at the time  
of foreclosure.                                                         

(3) No mortgage loan is included in this section of the table as delinquent     
until it is 30 days past due.                                           

(4) Exclusive of the number of loans and principal balance shown in Period of   
Delinquency.                                                              

It is unlikely that the delinquency experience of the mortgage loans      
comprising the mortgage loan pool will correspond to the delinquency experience 
of the servicer's mortgage loan portfolio set forth in the foregoing table. The 
statistics shown above represent the delinquency experience for the servicer's  
mortgage loan servicing portfolio only for the periods presented, whereas the   
aggregate delinquency                                                           

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experience on the mortgage loans comprising the mortgage loan pool will depend  
on the results obtained over the life of the mortgage loan pool. There can be no
assurance that the mortgage loans comprising the mortgage loan pool will perform
consistently with the delinquency or foreclosure experience described in this   
prospectus supplement. It should be noted that if the residential real estate   
market should experience an overall decline in property values, the actual rates
of delinquencies and foreclosures could be higher than those previously         
experienced by the servicer. In addition, adverse economic conditions may affect
the timely payment by borrowers of scheduled payments of principal and interest 
on the mortgage loans in the mortgage loan pool and, accordingly, the actual    
rates of delinquencies and foreclosures with respect to the mortgage loan pool. 

 THE TRUSTEE

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

   DESCRIPTION OF THE CERTIFICATES

General                                                                         

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

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

The trust fund will consist of:                                           

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

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

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

o   three interest rate corridor agreements for the benefit of the LIBOR
Certificates.                                                   

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

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Voting rights will be allocated among holders of the LIBOR Certificates in
proportion to the Class Certificate Balances of their respective certificates on
such date, except that the Class X and Class P certificates will each be        
allocated 1% of the voting rights.                                              

Each class of LIBOR Certificates will represent interests in all of the   
mortgage loans in the trust fund.                                               

Book-Entry Registration                                                         

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

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

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

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

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as banks, brokers, dealers and trust companies that clear through or maintain a 
custodial relationship with a participant, either directly or indirectly through
indirect participants.                                                          

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

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

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

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

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

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

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companies that clear through or maintain a custodial relationship with a        
Clearstream participant, either directly or indirectly.                         

Euroclear was created to hold securities for its participants and to clear
and settle transactions between its participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical  
movement of certificates and any risk from lack of simultaneous transfers of    
securities and cash. The Euroclear System is owned by Euroclear plc and operated
through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated    
under the laws of the Kingdom of Belgium (the "Euroclear Operator"). The        
Euroclear Operator holds securities and book-entry interests in securities for  
participating organizations and facilitates the clearance and settlement of     
securities transactions between Euroclear participants, and between Euroclear   
participants and participants of certain other securities intermediaries through
electronic book-entry changes in accounts of such participants or other         
securities intermediaries. Non-participants of Euroclear may hold and transfer  
book-entry interests in the LIBOR Certificates through accounts with a direct   
participant of Euroclear or any other securities intermediary that holds        
book-entry interests in the LIBOR Certificates through one or more securities   
intermediaries standing between such other securities intermediary and the      
Euroclear Operator.                                                             

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

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

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

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

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

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such specified percentages of voting rights. DTC may take conflicting actions   
with respect to percentages of voting rights to the extent that participants    
whose holdings of book-entry certificates evidence such percentages of voting   
rights authorize divergent action.                                              

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

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

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

Definitive Certificates                                                         

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

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

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

Assignment of the Mortgage Loans                                                

Pursuant to a certain mortgage loan purchase and warranties agreement, WMC
Mortgage Corp. sold the mortgage loans, without recourse, to GSMC and GSMC will 
sell, transfer, assign, set over and otherwise convey the mortgage loans,       
including all principal outstanding as of, and interest due and accruing on or  
after, the close of business on the cut-off date, without recourse, to the      
depositor on the closing date. Pursuant to the pooling and servicing agreement, 
the depositor will sell, without recourse, to the trust, all right, title and   
interest in and to each mortgage loan, including all principal outstanding as   
of, and interest due on or after, the close of business on the cut-off date.    
Each such transfer will convey all right, title and interest in and to (a)      
principal outstanding as of the close of business on the cut-off date (after    
giving effect to payments of principal due on that date, whether or not         
received) and (b) interest due                                                  

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and accrued on each such mortgage loan after the cut-off date. However, GSMC    
will not convey to the depositor, and will retain all of its right, title and   
interest in and to (x) principal due on each mortgage loan on or prior to the   
cut-off date and principal prepayments in full and curtailments (i.e., partial  
prepayments), received on each such mortgage loan on or prior to the cut-off    
date and (y) interest due and accrued on each mortgage loan on or prior to the  
cut-off date.                                                                   

   GSMC will also convey to the depositor, pursuant to an assignment, assumption
and recognition agreement (the "Assignment Agreement") certain rights of GSMC   
with respect to the mortgage loans under the mortgage loan purchase and         
warranties agreement between WMC Mortgage Corp. and GSMC. The depositor will    
convey these rights under the Assignment Agreement to the trust, pursuant to the
pooling and servicing agreement.                                                

Delivery of Mortgage Loan Documents                                             

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

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

(b) the original of any guaranty executed in connection with the
mortgage note;                                          

     (c) the related original mortgage with all riders and evidence of its
     recording or, in certain limited circumstances, a copy of the
            mortgage certified by the originator, escrow company, title company,
or closing attorney;                                    

       (d) the intervening mortgage assignment(s), or copies of them certified
       by the applicable originator, escrow company, title company, or
        closing attorney, if any, showing a complete chain of assignment
    from the originator of the related mortgage loan to the last
       endorsee - which assignment may, at the originator's option, be
     combined with the assignment referred to in clause (e) below;

      (e) a mortgage assignment in recordable form, which, if acceptable for
            recording in the relevant jurisdiction, may be included in a blanket
          assignment or assignments, of each mortgage from the last endorsee
in blank;                                               

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

        (g) an original lender's title insurance policy or attorney's opinion of
title and abstract of title; and                        

(h) the original of any security agreement, chattel mortgage or 
        equivalent document executed in connection with the mortgage (if
provided).                                              

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

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

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

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

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

 If the custodian, during the process of reviewing the mortgage files, finds
any document constituting a part of a mortgage file which is not executed, has  
not been received or is unrelated to the mortgage loans, or that any mortgage   
loan does not conform to the requirements above or to the description of the    
requirements as set forth in the schedule of mortgage loans, the custodian is   
required to promptly so notify WMC Mortgage Corp., the servicer, the trustee and
the depositor in writing. WMC Mortgage Corp. will be required to use reasonable 
efforts to cause to be remedied a material defect in a document constituting    
part of a mortgage file of which it is so notified by the custodian or the      
trustee. If, however, within thirty days after the earlier of either discovery  
by or notice to WMC Mortgage Corp. of such defect, WMC Mortgage Corp. has not   
caused the defect to be remedied, WMC Mortgage Corp. will be required to either 
(a) substitute in lieu of such mortgage loan a Substitute Mortgage Loan and, if 
the then unpaid principal balance of such Substitute Mortgage Loan is less than 
the principal balance of such mortgage loan as of the date of such substitution 
plus accrued and unpaid interest on that mortgage loan, remit to the servicer   
cash equal to the amount of any such shortfall or (b) purchase such mortgage    
loan at a price equal to the outstanding principal balance of such mortgage loan
as of the date of purchase, plus all related accrued and unpaid interest, plus  
the amount of any unreimbursed servicing advances made by the servicer or other 
expenses of the servicer or trustee in connection with the mortgage loan or the 
purchase, which purchase price shall be deposited in the distribution account on
the next succeeding Servicer Remittance Date after deducting any amounts        
received in respect of such repurchased mortgage loan or loans and being held in
the distribution account for future distribution to the extent such amounts have
not yet been applied to principal or interest on such mortgage loan. The        
obligations of WMC Mortgage Corp. to cure such breach or to substitute or       
purchase any mortgage loan and to indemnify for such breach constitute the sole 
remedies respecting a material breach of any such representation or warranty    
available to the holders of the certificates, the servicer, the custodian, the  
trustee and the depositor.                                                      

Representations and Warranties Relating to the Mortgage Loans                   

Pursuant to a mortgage loan purchase and warranties agreement and the       
Assignment Agreement (collectively, the "WMC Agreements"), WMC will make certain
representations and warranties with respect to each mortgage loan as of the     
closing date (or such other date as set forth below). These representations and 
warranties include, but are not limited to:                                     

        (1) As of the Original Sale Date, no payment required under the mortgage
loan is more than one payment past due;                                 

     (2) As of the Original Sale Date, except for payment defaults of less
  than 30 days, there are no defaults in complying with (i) the terms of the
   mortgage, and (ii) all taxes, governmental assessments, insurance premiums,
    water, sewer and municipal charges, leasehold payments or ground rents which
 previously became due and owing have been paid, or an escrow of funds has
 been established in an amount sufficient to pay for every such item which
  remains unpaid and which has been assessed but is not yet due and payable;

       (3) As of the cut-off date, the terms of the mortgage note and mortgage
   have not been impaired, waived, altered or modified in any respect from the
    date of origination, except by a written instrument which has been recorded,
if necessary to protect the interests of the purchaser.                 

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    As of the cut-off date, no mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by the title 
insurer, to the extent required by the policy, and which assumption     
agreement is part of the mortgage loan file;                            

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

 (5) Pursuant to the terms of the mortgage, all buildings or other
improvements upon the mortgaged property are insured by a generally     
 acceptable insurer against loss by fire, hazards of extended coverage and
such other hazards as are provided for in the Underwriting Guidelines;  

(6) Any and all requirements of any federal, state or local law,
including, without limitation, usury, truth-in-lending, real estate     
   settlement procedures, consumer credit protection, equal credit opportunity
 and disclosure laws, all applicable predatory and abusive lending laws or
unfair and deceptive practices laws applicable to the mortgage loan     
(including, without limitation, any provisions relating to prepayment   
penalties), have been complied with, and the consummation of the        
 transactions contemplated by the pooling and servicing agreement will not
involve the violation of any such laws or regulations;                  

(7) As of the cut-off date, 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   
  release, cancellation, subordination or rescission. WMC Mortgage Corp. 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 WMC Mortgage Corp. waived any default resulting from
any action or inaction by the mortgagor;                                

   (8) As of the cut-off date, the mortgage is a valid, subsisting and
  perfected, first or second lien (as applicable) on 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
  related mortgage loan. As of the cut-off date, the lien of the mortgage is
subject only to:                                                        

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

     (ii) 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;                     

       (iii) 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; and                                     

      (iv) with respect to second lien mortgage loans, the lien of the first
mortgage on the same mortgaged property;                                

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       (9) The mortgage note and the mortgage and any other agreement executed
    and delivered by a mortgagor in connection with a mortgage loan are genuine,
and each is the legal, valid and binding obligation of the signatory    
    enforceable in accordance with its terms (including, without limitation, any
provisions relating to prepayment penalties), subject to applicable     
bankruptcy, equitable principles and laws affecting creditors' rights   
generally and free from any right of offset, counterclaim, rescission or
  other claim or defense, including the defense of usury. All parties to the
mortgage note, the mortgage and any other related agreement had legal   
capacity to enter into the mortgage loan and to execute and deliver the 
  mortgage note, the mortgage and any such agreement, and the mortgage note,
the mortgage and any other related agreement have been duly and properly
  executed by other such related parties. No fraud, misrepresentation, or to
   WMC's knowledge, error or omission (other than omissions in accordance with
   the Underwriting Guidelines with respect to mortgage loans originated under
   a "Limited Documentation Program"), or similar occurrence with respect to a
  mortgage loan has taken place on the part of any person, including without
  limitation, the mortgagor, any appraiser, any builder or developer, or any
 other party involved in the underwriting, origination or servicing of the
mortgage loan;                                                          

       (10) The mortgage loan is covered by an American Land Title Association
 lender's title insurance policy, or with respect to any mortgage loan for
  which the related mortgaged property is located in California a California
  Land Title Association lender's title insurance policy, or other generally
acceptable form of policy or insurance acceptable to the Underwriting   
    Guidelines and each such title insurance policy is issued by a title insurer
    acceptable to prudent lenders in the secondary mortgage market and qualified
   to do business in the jurisdiction where the mortgaged property is located,
insuring WMC Mortgage Corp., its successors and assigns, as to the first
   priority lien with respect to first lien mortgage loans, or second priority
lien with respect to second lien mortgage loans, of the mortgage in the 
original principal amount of the mortgage loan, subject only to the     
 exceptions contained in clause (i), (ii) , (iii) or (iv) of paragraph (8)
above;                                                                  

(11) As of the Original Sale Date, there is no default, breach, 
    violation or event which would permit acceleration under the mortgage or the
 mortgage note and no event which, with the passage of time or with notice
   and the expiration of any grace or cure period, would constitute a default,
   breach, violation or event which would permit acceleration, and neither WMC
 Mortgage Corp. nor its affiliates or any of their respective predecessors
have waived any default, breach, violation or event which would permit  
    acceleration and neither WMC Mortgage Corp. nor any of its affiliates or any
    of their respective predecessors have waived any default, violation or event
  which would permit acceleration. With respect to each second lien mortgage
  loan, (i) the prior mortgage is in full force and effect, (ii) there is no
default, breach, violation or event of acceleration existing under such 
   prior mortgage or the related mortgage note, (iii) no event which, with the
passage of time or with notice and the expiration of any grace or cure  
period, would constitute a default, breach, violation or event of       
acceleration under the prior mortgage, and either (A) the prior mortgage
contains a provision which allows or (B) applicable law requires, the   
mortgagee under the second lien mortgage 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;                                  

    (12) The mortgage contains customary and enforceable provisions that
 render the rights and remedies of the holder of the mortgage adequate for
the realization against the mortgaged property of the benefits of the   
    security provided by the mortgaged property, including, (i) in the case of a
mortgage designated as a deed of trust, by trustee's sale, and (ii)     
    otherwise by judicial foreclosure. Upon default by a mortgagor on a mortgage
loan and foreclosure on, or trustee's sale of, the mortgaged property   
  pursuant to the proper procedures, the holder of the mortgage loan will be
    able to deliver good and merchantable title to the mortgaged property. There
is no homestead or other exemption available to a mortgagor which 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 and
 state laws and judicial precedent with respect to bankruptcy and right of
redemption or similar law;                                              

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        (13) As of the cut-off date, 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;

        (14) The mortgage note is not and has not been secured by any collateral
  except the lien of the corresponding mortgage and the security interest of
any applicable security agreement or chattel mortgage referred to in    
paragraph (8) above;                                                    

        (15) As of the cut-off date, there is no proceeding pending or, to WMC's
    knowledge, threatened for the total or partial condemnation of the mortgaged
    property. As of the date servicing was transferred from WMC to the Servicer,
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 and each mortgaged 
property is in good repair;                                             

       (16) As of the cut-off date, to the best of WMC's knowledge, no action,
  inaction or event has occurred and no state of facts exists or has existed
that has resulted or will result in the exclusion from, denial of, or   
   defense to coverage under any applicable special hazard insurance policy or
   bankruptcy bond related to the mortgage loans, irrespective of the cause of
such failure of coverage;                                               

     (17) The mortgage file contains an appraisal of the related mortgaged
property signed by a qualified appraiser, who had no interest, direct or
 indirect in the mortgaged property or in any loan made on the security of
the mortgaged property, and whose compensation is not affected by the   
approval or disapproval of the mortgage loan, and the appraisal and     
  appraiser both satisfy the requirements of the Underwriting Guidelines and
    Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act
   of 1989 and the regulations promulgated under that Act, all as in effect on
the date the mortgage loan was originated;                              

        (18) None of the mortgage loans is (a) covered by the Home Ownership and
    Equity Protection Act of 1994 or (b) classified as "high cost," "threshold",
    "covered," or "predatory" loans under any other applicable federal, state 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);                                                                  

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

      (20) No Mortgage Loan originated on or after October 1, 2002 and prior
to March 7, 2003 is subject to the Georgia Fair Lending Act, and with   
   respect to any mortgage loan originated on or after August 1, 2004, neither
    the related mortgage nor the related mortgage note requires the mortgagor to
  submit to arbitration to resolve any dispute arising out of or relating in
any way to the mortgage loan transaction.;                              

 (21) In connection with the origination of each mortgage loan, no
proceeds from any mortgage loan were used to finance or acquire a single
premium credit life, credit disability, credit unemployment or credit   
property insurance policy;                                              

       (22) As of the date servicing transferred from WMC to the Servicer, WMC
fully furnished (or caused to be furnished) in accordance with the Fair 
Credit Reporting Act and its implementing                               

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regulations, accurate and complete information (e.g., favorable and     
unfavorable) in its mortgagor credit files to Equifax, Experian and     
   TransUnion Credit Information Company (three of the credit repositories) on
a monthly basis; and                                                    

       (23) There is no mortgage loan that was originated on or after March 7,
2003 that is a "high cost home loan" as defined under the Georgia Fair  
Lending Act.                                                            

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

o   promptly cure such breach in all material respects,                 

 o   remove each mortgage loan which has given rise to the requirement for
      action by WMC substitute one or more Substitute Mortgage Loans and, if
      the outstanding principal balance of such Substitute Mortgage Loans as
       of the date of such substitution is less than the outstanding principal
  balance, plus accrued and unpaid interest thereon, of the replaced
      mortgage loans as of the date of substitution, deliver to the trust on
       such Distribution Date the amount of such shortfall (provided that such
substitution occurs within 2 years of the closing date), or     

o   purchase such mortgage loan at a price equal to the unpaid principal
  balance of such mortgage loan as of the date of purchase, plus all
        related accrued and unpaid interest, plus the amount of any unreimbursed
servicing advances made by the servicer or other expenses of the
servicer or trustee in connection with the mortgage loan or the 
      purchase, including without limitation (i) costs and expenses incurred
     in the enforcement of WMC's repurchase obligation, as applicable, and
       (ii) any costs and damages incurred in connection with any violation by
       such mortgage loan of any predatory lending law or abusive lending law.

The WMC Agreements require WMC to repurchase any mortgage loan where the
mortgagor fails to make its first payment after the Original Sale Date. It is   
possible that a mortgagor with respect to a mortgage loan transferred to the    
trust might have failed to make its first payment after the Original Sale Date. 
In that circumstance, the trust, at its option, may direct WMC to repurchase    
that mortgage loan from the trust at the repurchase price described in the      
preceding paragraph.                                                            

   Notwithstanding the foregoing, pursuant to the terms of the WMC Agreements,
in the event of discovery by any party to the pooling and servicing agreement   
that a mortgage loan does not constitute a "qualified mortgage" within the      
meaning of Section 860G(a)(3) of the Code resulting from a breach of any        
representation or warranty contained in the WMC Agreements or discovery of a    
breach of the representations and warranties listed as number (18), (19), (20), 
(21), (22) or (23) in the first full paragraph under this heading               
"--Representations and Warranties Relating to the Mortgage Loans", WMC will be  
required to repurchase the related mortgage loan at the purchase price within 60
days of such discovery or receipt of notice. The purchase price with respect to 
such mortgage loan will be required to be deposited into the distribution       
account on the next succeeding Servicer Remittance Date after deducting any     
amounts received in respect of such repurchased mortgage loan or mortgage loans 
and being held in the distribution account for future distribution to the extent
such amounts have not yet been applied to principal or interest on such mortgage
loan.                                                                           

 In addition, WMC is obligated to indemnify the depositor, the servicer, the
trust and the trustee for any third-party claims arising out of a breach by WMC 
of representations or warranties regarding the mortgage loans. The obligations  
of WMC to cure such breach or to substitute or repurchase any mortgage loan and 
to indemnify for such breach constitute the sole remedies respecting a material 

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breach of any such representation or warranty to the holders of the             
certificates, the servicer, the trustee and the depositor.                      

Pursuant to the Assignment Agreement, GSMC will make the following        
representations and warranties:                                                 

       (1) with respect to each mortgage loan, any and all requirements of any
federal, state or local law including, without limitation, usury,       
truth-in-lending, real estate settlement procedures, consumer credit    
  protection, equal credit opportunity and disclosure laws applicable to the
  Mortgage Loans have been complied with, including, but not limited to, all
applicable anti-predatory and abusive lending laws;                     

        (2) with respect to each mortgage loan, no mortgage loan is a "High Cost
Loan" or "Covered Loan", as applicable (as such terms are defined in the
then current Standard & Poor's LEVELS(R) Glossary) as of the related    
Original Sale Date;                                                     

        (3) to GSMC's knowledge, except with respect to approximately [____]% of
 the mortgage loans which were one payment past due as of the cut-off date
[and approximately [____]% of the mortgage loans which were two or more 
    payments past due as of the cut-off date,] nothing has occurred or failed to
  occur from and after the Original Sale Date to the closing date that would
cause any of the representations and warranties made by the responsible 
   party and described in clauses (1), (2) or (11) in the first full paragraph
under this heading "--Representations and Warranties Relating to the    
 Mortgage Loans" to be incorrect in any material respect as of the closing
date as if made on the closing date; and                                

     (4) to GSMC's knowledge, nothing has occurred or failed to occur from
  and after the cut-off date to the closing date that would cause any of the
representations and warranties made by WMC and described in clauses (3),
   (7), (8), (13), (15) or (16) in the first full paragraph under this heading
"--Representations and Warranties Relating to the Mortgage Loans" to be 
  incorrect in any material respect as of the closing date as if made on the
closing date.                                                           

   In the event of a material breach of any of the foregoing representations and
warranties of GSMC, GSMC will be required to cure, substitute for or repurchase 
the affected mortgage loan in the same manner described above for a material    
breach of a representation or warranty by WMC. The determination as to whether  
or not there exists a breach by GSMC of the representation and warranty         
described in clause (15) in the first full paragraph under this heading         
"--Representations and Warranties Relating to the Mortgage Loans" shall be made 
without regard to the knowledge qualification in paragraph (4) in the preceding 
paragraph. The obligations of GSMC to cure such breach or to substitute or      
repurchase any mortgage loan constitute the sole remedies respecting a material 
breach of any such representation or warranty to the holders of the             
certificates, the servicer and the trustee.                                     

Payments on the Mortgage Loans                                                  

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

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

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

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

o   all Liquidation Proceeds;                                           

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

o   all Substitution Adjustment Amounts for Substitute Mortgage Loans;  

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

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

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

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

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

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

    o   all P&I Advances made by the servicer with respect to payments due to be
       received on the mortgage loans on the related due date but not received
by the related Determination Date;                              

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

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

but excluding the following:                                            

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

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

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

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

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

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

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

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

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

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

Distributions                                                                   

  Distributions on the certificates will be required to be made by the trustee
on the 25th day of each month, or, if that day is not a business day, on the    
first business day thereafter, commencing in January 2006 (each, a "Distribution
Date"), to the persons in whose names the certificates are registered on the    
related Record Date.                                                            

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

Priority of Distributions Among Certificates                                    

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

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

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

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

      (4) to deposit into the Excess Reserve Fund Account to cover any Basis
Risk Carry Forward Amount and then to be released to the Class X        
certificates,                                                           

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

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Distributions of Interest and Principal                                         

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

         (a) for the Class A-1A certificates equal to the least of (1) One Month
  LIBOR plus [_______]% ([_______]% after the first Distribution Date on
      which the optional clean-up call is exercisable), (2) the Loan Group I WAC
Cap and (3) the WAC Cap;                                            

         (b) for the Class A-1B certificates equal to the least of (1) One Month
  LIBOR plus [_______]% ([_______]% after the first Distribution Date on
      which the optional clean-up call is exercisable), (2) the Loan Group I WAC
Cap and (3) the WAC Cap;                                            

         (c) for the Class A-2A certificates equal to the least of (1) One Month
  LIBOR plus [_______]% ([_______]% after the first Distribution Date on
   which the optional clean-up call is exercisable), (2) the Loan Group II
WAC Cap and (3) the WAC Cap;                                        

         (d) for the Class A-2B certificates equal to the least of (1) One Month
  LIBOR plus [_______]% ([_______]% after the first Distribution Date on
   which the optional clean-up call is exercisable), (2) the Loan Group II
WAC Cap and (3) the WAC Cap;                                        

         (e) for the Class A-2C certificates equal to the least of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
     optional clean-up call is exercisable), (2) the Loan Group II WAC Cap and
(3) the WAC Cap;                                                    

         (f) for the Class M-1 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap;         

         (g) for the Class M-2 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap;         

         (h) for the Class M-3 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap;         

         (i) for the Class M-4 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap;         

         (j) for the Class M-5 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap;         

         (k) for the Class M-6 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap;         

         (l) for the Class B-1 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap;         

         (m) for the Class B-2 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap; and     

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         (n) for the Class B-3 certificates equal to the lesser of (1) One-Month
      LIBOR plus [____]% ([____]% after the first Distribution Date on which the
optional clean-up call is exercisable) and (2) the WAC Cap.         

   The "Loan Group I WAC Cap" for any Distribution Date will be a per annum rate
equal to (a) the weighted average of the interest rates on the group I mortgage 
loans (less the Expense Fee Rate) in effect at the beginning of the related Due 
Period, multiplied by (b) 30 divided by the actual number of days in the related
Interest Accrual Period.                                                        

The "Loan Group II WAC Cap" for any Distribution Date will be a per annum 
rate equal to (a) the weighted average of the interest rates on the group II    
mortgage loans (less the Expense Fee Rate) in effect at the beginning of the    
related Due Period, multiplied by (b) 30 divided by the actual number of days in
the related Interest Accrual Period.                                            

   The "WAC Cap" for any Distribution Date will be a per annum rate equal to (a)
the weighted average of the interest rates on the mortgage loans (less the      
Expense Fee Rate) in effect at the beginning of the related Due Period,         
multiplied by (b) 30 divided by the actual number of days in the related        
Interest Accrual Period.                                                        

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

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

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

            (a) concurrently, (1) from the Interest Remittance Amount related to
              the group I mortgage loans, to the Class A-1A certificates and
        Class A-1B certificates, the related Accrued Certificate
       Interest and Unpaid Interest Amounts for the Class A-1A
            certificates and Class A-1B certificates, allocated pro rata
             based on their entitlement to those amounts, and (2) from the
           Interest Remittance Amount related to the group II mortgage
   loans, to the Class A-2A, Class A-2B and Class A-2C
          certificates, the related Accrued Certificate Interest and
             Unpaid Interest Amounts for those classes, allocated pro rata
              based on their entitlement to those amounts; 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 and Unpaid Interest Amounts will be
available to cover that shortfall;              

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

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

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

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

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

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

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

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

           (j) from any remaining Interest Remittance Amount, to the Class B-3
              certificates, the Accrued Certificate Interest for that class.

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

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

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

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

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

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

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

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

          (e) to the Class M-4 certificates, the lesser of (x) the excess of
          (i) the Principal Distribution Amount over (ii) the amount
            distributed to the Class A certificates in clause (ii)(B)(a)
                above, to the Class M-1 certificates in clause (ii)(B)(b) above,
to the                                          

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            Class M-2 certificates in clause (ii)(B)(c) above and to the
              Class M-3 certificates in clause (ii)(B)(d) above, and (y) the
          Class M-4 Principal Distribution Amount, until their Class
Certificate Balance has been reduced to zero;   

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (j) to the Excess Reserve Fund Account, the amount of any Basis Risk
Payment for that Distribution Date;             

         (k) from funds on deposit in the Excess Reserve Fund Account with
             respect to that Distribution Date (not including any Interest
           Rate Corridor Payments included in that account), an amount
                equal to any Basis Risk Carry Forward Amount with respect to the
               LIBOR Certificates for that Distribution Date in the same order
               and priority in which Accrued Certificate Interest is allocated
               among those classes of certificates, with the allocation to the
             Class A certificates being pro rata based on their respective
Basis Risk Carry Forward Amounts;               

           (l) concurrently, (x) from any Interest Rate Corridor Payments from
          the Class A-1 Interest Rate Corridor Agreement that are on
               deposit in the Excess Reserve Fund Account with respect to that
                Distribution Date, to the Class A-1A certificates and Class A-1B
                certificates pro rata, based on the respective Class Certificate
            Balances of each certificate with a Basis Risk Carry Forward
            Amount, in each case up to their respective unpaid remaining
            Basis Risk Carry Forward Amounts; (y) from any Interest Rate
           Corridor Payments from the Class A-2 Interest Rate Corridor
                Agreement that are on deposit in the Excess Reserve Fund Account
                with respect to that Distribution Date, to the Class A-2A, Class
       A-2B and Class A-2C certificates pro rata, based on the
                respective Class Certificate Balances of each certificate with a
         Basis Risk Carry Forward Amount, in each case up to their
             respective unpaid remaining Basis Risk Carry Forward Amounts;
         and (z) from any Interest Rate Corridor Payments from the
               Subordinated Interest Rate Corridor Agreement on deposit in the
             Excess Reserve Fund Account with respect to that Distribution
              Date, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
               M-5, Class M-6, Class B-1, Class B-2 and Class B-3 certificates
               pro rata, based on the respective Class Certificate Balances of
                each certificate with a Basis Risk Carry Forward Amount, in each
             case up to their respective unpaid remaining Basis Risk Carry
Forward Amounts;                                

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

           (n) to the holders of the Class R-1 and Class R-2 certificates, any
          remaining amount as set forth in the pooling and servicing
agreement.                                      

  Notwithstanding the foregoing, if the Stepdown Date is the date on which the
Class Certificate Balance of the Class A certificates is reduced to zero, any   
Principal Distribution Amount remaining after                                   

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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.                                                                          

Notwithstanding the foregoing allocation of principal to the Class A      
certificates, from and after the Distribution Date on which the aggregate Class 
Certificate Balances of the Class M-1, Class M-2, Class M-3, Class M-4, Class   
M-5, Class M-6, Class B-1, Class B-2 and Class B-3 certificates and the         
principal balance of the Class X certificates have been reduced to zero, any    
principal distributions allocated to the Class A certificates are required to be
allocated pro rata to the Class A certificates, based on their respective Class 
Certificate Balances, until their Class Certificate Balances have been reduced  
to zero.                                                                        

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

If on any Distribution Date, after giving effect to all distributions of  
principal as described above, the aggregate Class Certificate Balance of the    
LIBOR Certificates exceeds the sum of the aggregate Stated Principal Balance of 
the mortgage loans for that Distribution Date, the Class Certificate Balance of 
the applicable Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class B-1, Class B-2 and Class B-3 certificates will be reduced, in inverse     
order of seniority (beginning with the Class B-3 certificates) by an amount     
equal to that excess, until that Class Certificate Balance is reduced to zero.  
That reduction of a Class Certificate Balance is referred to as an "Applied     
Realized Loss Amount." In the event Applied Realized Loss Amounts are allocated 
to any class of certificates, its Class Certificate Balance will be reduced by  
the amount so allocated, and no funds will be distributable with respect to the 
written down amounts or with respect to interest or Basis Risk Carry Forward    
Amounts on the written down amounts on that Distribution Date or any future     
Distribution Dates, even if funds are otherwise available for distribution.     
Notwithstanding the foregoing, if after an Applied Realized Loss Amount is      
allocated to reduce the Class Certificate Balance of any class of certificates, 
amounts are received with respect to any mortgage loan or related mortgaged     
property that had previously been liquidated or otherwise disposed of (any such 
amount being referred to as a "Subsequent Recovery"), the Class Certificate     
Balance of each class of certificates that was previously reduced by Applied    
Realized Loss Amounts will be increased, in order of seniority, by the amount of
the Subsequent Recoveries (but not in excess of the Applied Realized Loss Amount
allocated to the applicable class of certificates). Any Subsequent Recovery that
is received during a Prepayment Period will be treated as Liquidation Proceeds  
and included as part of the Principal Remittance Amount for the related         
Distribution Date.                                                              

On any Distribution Date, any shortfalls resulting from the application of
the Servicemembers Civil Relief Act or other similar state statute and any      
prepayment interest shortfalls not covered by Compensating Interest (as further 
described in "The Pooling and Servicing Agreement--Prepayment Interest          
Shortfalls" in this prospectus supplement) from the servicer will be allocated  
as a reduction to the Accrued Certificate Interest for the LIBOR Certificates on
a pro rata basis based on the respective amounts of interest accrued on those   
certificates for that Distribution Date. The holders of those certificates will 
not be entitled to reimbursement for the allocation of any of those shortfalls  
described in the preceding sentence.                                            

Allocation of Principal Payments to Class A Certificates                        

   All principal distributions to the holders of the Class A certificates on any
Distribution Date will be allocated between the Class A-1 Certificate Group     
(i.e., the Class A-1A certificates and Class A-1B certificates) and the Class   
A-2 Certificate Group (i.e., the Class A-2A, Class A-2B and Class A-2C          
certificates) based on the Class A Principal Allocation Percentage applicable to
each Class A Certificate Group for that Distribution Date. However, if the Class
Certificate Balances of the Class A certificates in either Class A Certificate  
Group is reduced to zero, then the remaining amount of principal distributions  
distributable to the Class A certificates on that Distribution Date, and the    
amount of those principal distributions distributable on all subsequent         
Distribution Dates, will be distributed to the Class A                          

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certificates in the other Class A Certificate Group remaining outstanding in    
accordance with the principal allocation priorities set forth below.            

Any payments of principal to the Class A-1 Certificate Group will be made 
first from payments relating to the group I mortgage loans and any payments of  
principal to the Class A-2 Certificate Group will be made first from payments   
relating to the group II mortgage loans.                                        

  Any principal distributions allocated to the Class A-1 Certificate Group are
required to be distributed pro rata between the Class A-1A certificates and the 
Class A-1B certificates, based on their respective Class Certificate Balances,  
until their Class Certificate Balances have been reduced to zero. However, so   
long as a Group I Sequential Trigger Event is in effect, principal distributions
to the Class A-1 Certificate Group will be allocated first to the Class A-1A    
certificates, until their Class Certificate Balance has been reduced to zero,   
and then to the Class A-1B certificates, until their Class Certificate Balance  
has been reduced to zero. A "Group I Sequential Trigger Event" means, if on any 
Distribution Date before the 25th Distribution Date, the aggregate amount of    
Realized Losses incurred since the cut-off date through the last day of the     
related Prepayment Period divided by the aggregate Stated Principal Balance of  
the mortgage loans as of the cut-off date exceeds 1.40%, or if, on or after the 
25th Distribution Date, a Trigger Event is in effect.                           

  Any principal distributions allocated to the Class A-2 Certificate Group are
required to be distributed sequentially, first to the Class A-2A certificates,  
until their Class Certificate Balance has been reduced to zero, second, to the  
Class A-2B certificates, until their Class Certificate Balance has been reduced 
to zero, and third, to the Class A-2C Certificates, until their Class           
Certificate Balance has been reduced to zero.                                   

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

Calculation of One-Month LIBOR                                                  

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

Excess Reserve Fund Account                                                     

 The "Basis Risk Payment" for any Distribution Date will be the aggregate of
the Basis Risk Carry Forward Amounts for that date. However, with respect to any
Distribution Date, the payment cannot exceed the amount of Available Funds      
otherwise distributable on the Class X certificates.                            

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

   Any Basis Risk Carry Forward Amount on any class of certificates will be paid
on that Distribution Date or future Distribution Dates from and to the extent of
funds available for distribution to that class of certificates in the Excess    
Reserve Fund Account with respect to such Distribution Date (each as and to the 
extent described in this prospectus supplement), in each case, to the extent not
previously reimbursed by the related Interest Rate Corridor Agreement. In the   
event any class of certificates is no                                           

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longer outstanding, the applicable certificateholders will not be entitled to   
receive Basis Risk Carry Forward Amounts for that class of certificates.        

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

 Pursuant to the pooling and servicing agreement, an account (referred to as
the "Excess Reserve Fund Account") will be established by the trustee as part of
the trust fund. The Excess Reserve Fund Account will not be an asset of any     
REMIC. Holders of each of the LIBOR Certificates will be entitled to receive    
payments from the Excess Reserve Fund Account pursuant to the pooling and       
servicing agreement in an amount equal to any Basis Risk Carry Forward Amount   
for that class of certificates. The Excess Reserve Fund Account is required to  
be funded from amounts that would otherwise be paid to the Class X certificates 
and any Interest Rate Corridor Payments. Holders of the LIBOR Certificates will 
also be entitled to receive, to the extent described in this prospectus         
supplement, Interest Rate Corridor Payments, if any, deposited into the Excess  
Reserve Fund Account with respect to any Distribution Date to the extent        
necessary to cover any remaining Basis Risk Carry Forward Amount on the LIBOR   
Certificates prior to the application, for that purpose of any amounts that     
would otherwise be paid to the Class X certificates. Any distribution by the    
trustee from amounts in the Excess Reserve Fund Account is required to be made  
on the applicable Distribution Date.                                            

Interest Rate Corridor Agreements                                               

 The trust will have the benefit of three interest rate corridor agreements:
the "Class A-1 Interest Rate Corridor Agreement", for the benefit of the Class  
A-1A certificates and Class A-1B certificates with an initial notional amount of
approximately $264,980,000; the "Class A-2 Interest Rate Corridor Agreement",   
for the benefit of the Class A-2A certificates, Class A-2B and Class A-2C       
certificates with an initial notional amount of approximately $295,845,000; and 
the "Subordinated Interest Rate Corridor Agreement", with an initial notional   
amount of approximately $145,003,000, for the benefit of the Class M-1, Class   
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class 
B-3 Certificates. The Class A-1 Interest Rate Corridor Agreement, Class A-2     
Interest Rate Corridor Agreement and Subordinated Interest Rate Corridor        
Agreement are collectively referred to as the "Interest Rate Corridor           
Agreements". The Interest Rate Corridor Agreements are provided by Goldman Sachs
Capital Markets, L.P. (the "Corridor Agreement Provider"). The short term       
unsecured debt obligations of the guarantor of the Corridor Agreement Provider, 
The Goldman Sachs Group, Inc., are rated "P-1" by Moody's, "A-1" by S&P, and    
"F1+" by Fitch, Inc. The long term unsecured debt obligations of the guarantor  
of the corridor agreement provider are rated "Aa3" by Moody's, "A+" by S&P and  
"AA" by Fitch, Inc. All obligations of the depositor under the Interest Rate    
Corridor Agreements will be paid on or prior to the closing date.               

 On the business day prior to each Distribution Date, the Corridor Agreement
Provider will be obligated under the Class A-1 Interest Rate Corridor Agreement 
to pay to the trustee for an amount equal to the product of (a)(i) the number of
basis points by which the lesser of (A) one-month LIBOR (determined in          
accordance with the terms of the Class A-1 Interest Rate Corridor Agreement) and
(B) 9.7520% exceeds (ii) the strike rate percentage set forth on the interest   
rate corridor agreement schedule attached as Annex II to this prospectus        
supplement, (b) a notional amount equal to the lesser of (i) the amount set     
forth as the interest rate corridor notional amount on the schedule attached as 
Annex II to this prospectus supplement and (ii) the aggregate Class Certificate 
Balance of the Class A-1A certificates and Class A-1B certificates, and (c) the 
actual number of days in the applicable interest accrual period divided by 360. 
Amounts, if any, payable under the Class A-1 Interest Rate Corridor Agreement   
with respect to any Distribution Date will be used to cover, in the manner and  
priority set forth in this prospectus supplement, shortfalls in payments of     
interest on the Class A certificates, if the                                    

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Pass-Through Rates on those certificates are limited for any of the first 23    
Distribution Dates due to the caps on their Pass-Through Rates. The Corridor    
Agreement Provider's obligations under the Class A-1 Interest Rate Corridor     
Agreement will terminate following the Distribution Date in November 2007.      

 On the business day prior to each Distribution Date, the Corridor Agreement
Provider will be obligated under the Class A-2 Interest Rate Corridor Agreement 
to pay to the trustee an amount equal to the product of (a)(i) the number of    
basis points by which the lesser of (A) one month LIBOR (determined in          
accordance with the terms of the Class A-2 Interest Rate Corridor Agreement) and
(B) 9.8422% exceeds the strike rate percentage set forth on the interest rate   
corridor agreement schedule attached as Annex III to this prospectus supplement,
(b) a notional amount equal to the lesser of (i) the amount set forth as the    
interest rate corridor notional amount on the schedule attached as Annex III to 
this prospectus supplement and (ii) the aggregate Class Certificate Balance of  
the Class A-2A certificates, Class A-2B and Class A-2C certificates, and (c) the
actual number of days in the applicable interest accrual period divided by 360. 
Amounts, if any, payable under the Class A-2 Interest Rate Corridor Agreement   
with respect to any Distribution Date will be used to cover, in the manner and  
priority set forth in this prospectus supplement, shortfalls in payments of     
interest on the Class A-2A certificates, Class A-2B and Class A-2C certificates,
if the Pass Through Rates on those certificates are limited for any of the first
23 Distribution Dates due to the caps on their Pass Through Rates. The Corridor 
Agreement Provider's obligations under the Class A-2 Interest Rate Corridor     
Agreement will terminate following the Distribution Date in November 2007.      

 On the business day prior to each Distribution Date, the Corridor Agreement
Provider will be obligated under the Subordinated Interest Rate Corridor        
Agreement to pay to the trustee, an amount equal to the product of (a)(i) the   
number of basis points by which the lesser of (A) one month LIBOR (determined in
accordance with the terms of the Subordinated Interest Rate Corridor Agreement) 
and (B) 10.0000% exceeds (ii) the strike rate percentage set forth on the       
interest rate corridor agreement schedule attached as Annex IV to this          
prospectus supplement, (b) a notional amount equal to the lesser of (i) the     
amount set forth as the interest rate corridor notional amount on the schedule  
attached as Annex IV to this prospectus supplement and (ii) the aggregate Class 
Certificate Balance of the Class M-1, Class M-2, Class M-3, Class M-4, Class    
M-5, Class M-6, Class B-1, Class B-2 and Class B-3 certificates, and (c) the    
actual number of days in the applicable interest accrual period divided by 360. 
Amounts, if any, payable under the Subordinated Interest Rate Corridor Agreement
with respect to any Distribution Date will be used to cover, in the manner and  
priority set forth in this prospectus supplement, shortfalls in payments of     
interest on the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class    
M-6, Class B-1, Class B-2 and Class B-3 certificates, if the Pass Through Rates 
on those certificates are limited for any of the first 34 Distribution Dates due
to the caps on their Pass Through Rates. The Corridor Agreement Provider's      
obligations under the Subordinated Interest Rate Corridor Agreement will        
terminate following the Distribution Date in October 2008.                      

Overcollateralization Provisions                                                

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

With respect to any Distribution Date, the excess, if any, of (a) the     
aggregate Stated Principal Balances of the mortgage loans for that Distribution 
Date over (b) the aggregate Class Certificate Balance of the LIBOR Certificates 
as of that date (after taking into account the distribution of the Principal    
Remittance Amount on those certificates on that Distribution Date) is the       
"Overcollateralized Amount"                                                     

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as of that Distribution Date. The pooling and servicing agreement will require  
that the Total Monthly Excess Spread be applied as an accelerated payment of    
principal on the certificates then entitled to receive distributions of         
principal to the extent that the Specified Overcollateralized Amount exceeds the
Overcollateralized Amount as of that Distribution Date (the excess is referred  
to as an "Overcollateralization Deficiency"). Any amount of Total Monthly Excess
Spread actually applied as an accelerated payment of principal is an "Extra     
Principal Distribution Amount." The required level of the Overcollateralized    
Amount with respect to a Distribution Date is the "Specified Overcollateralized 
Amount" and is set forth in the definition of Specified Overcollateralized      
Amount in the "Glossary of Terms" in this prospectus supplement. As described   
above, the Specified Overcollateralized Amount may, over time, decrease, subject
to certain floors and triggers. If a Trigger Event occurs, the Specified        
Overcollateralized Amount may not "step down." Total Monthly Excess Spread will 
then be applied to the payment in reduction of principal of the class or classes
of certificates then entitled to distributions of principal during the period   
that a Trigger Event is in effect, to the extent necessary to maintain the      
Overcollateralized Amount at the Specified Overcollateralized Amount.           

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

Reports to Certificateholders                                                   

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

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

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

 THE POOLING AND SERVICING AGREEMENT

General                                                                         

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

Servicing and Trustee Fees and Other Compensation and Payment of Expenses       

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

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

P&I Advances and Servicing Advances                                             

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

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

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

o   enforcement or judicial proceedings, including foreclosures, and    

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

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

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

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

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

Pledge and Assignment of Servicer's Rights                                      

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

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Prepayment Interest Shortfalls                                                  

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

Servicer Reports                                                                

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

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

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

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

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

Collection and Other Servicing Procedures                                       

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

The servicer will be required to act with respect to mortgage loans in    
default, or as to which default is reasonably foreseeable, in accordance with   
procedures set forth in the pooling and servicing agreement.                    

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These procedures among other things, result in (i) foreclosing on the mortgage  
loan, (ii) accepting the deed to the related mortgaged property in lieu of      
foreclosure, (iii) granting the borrower under the mortgage loan a modification 
or forbearance, (iv) accepting payment from the borrower of an amount less than 
the principal balance of the mortgage loan in final satisfaction of the mortgage
loan or (v) modifying the terms of the mortgage loan. These procedures are      
intended to maximize recoveries on a net present value basis on these mortgage  
loans.                                                                          

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

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

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

Hazard Insurance                                                                

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

In general, the standard form of fire and extended coverage policy covers 
physical damage to or destruction of the improvements on the property by fire,  
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil     
commotion, subject to the conditions and exclusions specified in each policy.   
Although the policies relating to the mortgage loans will be underwritten by    
different insurers under different state laws in accordance with different      
applicable state forms and therefore will not contain identical terms and       
conditions, the terms of the policies are dictated by respective state laws, and
most such policies typically do not cover any physical damage resulting from the
following: war, revolution,                                                     

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governmental actions, floods and other weather-related causes, earth movement,  
including earthquakes, landslides and mudflows, nuclear reactions, wet or dry   
rot, vermin, rodents, insects or domestic animals, theft and, in certain cases, 
vandalism. The foregoing list is merely indicative of certain kinds of uninsured
risks and is not intended to be all-inclusive.                                  

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

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

Realization Upon Defaulted Mortgage Loans                                       

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

Optional Repurchase of Delinquent Mortgage Loans                                

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

Removal and Resignation of the Servicer                                         

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

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

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

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

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

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

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

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

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

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

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servicer in the assumption of all or any part of the responsibilities, duties or
liabilities of the predecessor servicer.                                        

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

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

Termination; Optional Clean-up Call                                             

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

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

Amendment                                                                       

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

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

Certain Matters Regarding the Depositor, the Servicer, the Custodian and the    
Trustee                                                                         

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

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

None of the depositor, the servicer, the custodian or the trustee is      
obligated under the pooling and servicing agreement to appear in, prosecute or  
defend any legal action that is not incidental to its respective duties which in
its opinion may involve it in any expense or liability, provided that, in       
accordance with the provisions of the pooling and servicing agreement, the      
depositor, the servicer, the custodian and the trustee, as applicable, may      
undertake any action any of them deem necessary or desirable in respect of (i)  
the rights and duties of the parties to the pooling and servicing agreement and 
(ii) with respect to actions taken by the depositor, the interests of the       
trustee and the certificateholders. In the event the depositor, the servicer,   
the custodian or the trustee undertakes any such action, the legal expenses and 
costs of such action and any resulting liability will be expenses, costs and    
liabilities of the trust fund, and the depositor, the servicer, the custodian   
and the trustee will be entitled to be reimbursed for such expenses, costs and  
liabilities out of the trust fund.                                              

 PREPAYMENT AND YIELD CONSIDERATIONS

Structuring Assumptions                                                         

   The prepayment model used in this prospectus supplement represents an assumed
rate of prepayment ("Prepayment Assumption") each month relative to the then    
outstanding principal balance of a pool of mortgage loans for the life of those 
mortgage loans. The Prepayment Assumption does not purport to be a historical   
description of prepayment experience or a prediction of the anticipated rate of 

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prepayment of any pool of mortgage loans, including the related mortgage loans. 
With respect to the fixed rate mortgage loans, the 100% Prepayment Assumption   
assumes a constant prepayment rate ("CPR") of approximately 5.00% per annum of  
the then outstanding principal balance of each fixed rate mortgage loan in the  
first month each fixed rate mortgage loan is outstanding and an additional      
approximately 1.727% per annum in each month thereafter until the 12th month    
such fixed rate mortgage loan is outstanding. In each month thereafter, 100%    
Prepayment Assumption with respect to each fixed rate mortgage loan assumes a   
CPR of 24.00% per annum each month. The 100% Prepayment Assumption with respect 
to the two-year adjustable rate mortgage loans assumes a CPR of 5.00% per annum 
of the then outstanding principal balance of each two-year adjustable rate      
mortgage loan in the first month each two-year adjustable rate mortgage loan is 
outstanding and an additional approximately 2.273% per annum in each month      
thereafter until the 12th month such two-year adjustable rate mortgage loan is  
outstanding. In each month thereafter until the 25th month, 100% Prepayment     
Assumption with respect to each two-year adjustable rate mortgage loan assumes a
CPR of 30.00% per annum in each month. In each month thereafter until the 28th  
month, 100% Prepayment Assumption with respect to each two-year adjustable rate 
mortgage loan assumes a CPR of 60.00% per annum in each month. In each month    
thereafter, 100% Prepayment Assumption with respect to each two-year adjustable 
rate mortgage loan assumes a CPR of 35.00%. The 100% Prepayment Assumption with 
respect to the three-year adjustable rate mortgage loans assumes a CPR of 5% per
annum of the then outstanding principal balance of each three-year adjustable   
rate mortgage loan in the first month each three-year adjustable rate mortgage  
loan is outstanding and an additional approximately 2.273% per annum in each    
month thereafter until the 12th month such three-year adjustable rate mortgage  
loan is outstanding. In each month thereafter until the 37th month, 100%        
Prepayment Assumption with respect to each three-year adjustable rate mortgage  
loan assumes a CPR of 30.00% per annum in each month. In each month thereafter  
until the 40th month, 100% Prepayment Assumption with respect to each three-year
adjustable rate mortgage loan assumes a CPR of 60.00% per annum in each month.  
In each month thereafter, 100% Prepayment Assumption with respect to each       
three-year adjustable rate mortgage loan assumes a CPR of 35.00%..              

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

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

o   the closing date for the certificates occurs on December 28, 2005;  

o   distributions on the certificates are made on the 25th day of each  
       month, commencing in January 2006, regardless if such day is a business
   day, in accordance with the priorities described in this prospectus
supplement;                                                     

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

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

 o   the optional termination is not exercised (except with respect to the
   weighted average life to call where a 10% optional clean-up call is
assumed to be exercised);                                       

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

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

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

o   One-Month LIBOR remains constant at [____]%;                        

o   the Expense Fee Rate on the mortgage loans is 0.51%;                

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

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

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

  o   the initial Class Certificate Balance of each class of certificates is
as set forth in this prospectus supplement;                     

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

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

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                                                        [Enlarge/Download Table]

              Remaining     Remaining                                      Cut-off                       
             Amortization    Term to                             First   Date Gross               Initial
 Principal       Term       Maturity    Loan Age                 Reset    Mortgage     Gross     Periodic
Balance ($)    (Months)     (Months)    (Months)        Index  (Months)   Rate (%)   Margin (%)   Cap (%)
-----------  ------------   ---------   --------        -----  --------  ----------  ----------  --------
                                                                                                         



                             Gross                  Original                                             
                           Lifetime     Gross      Interest-                                             
 Principal      Periodic    Maximum     Floor      Only Term                                             
Balance ($)      Cap (%)   Rate (%)    Rate (%)   (Months)(1)                                            
-----------     --------   --------    --------   -----------                                            
                                                                                                         


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                                                        [Enlarge/Download Table]

              Remaining     Remaining                                      Cut-off                       
             Amortization    Term to                             First   Date Gross               Initial
 Principal       Term       Maturity    Loan Age                 Reset    Mortgage     Gross     Periodic
Balance ($)    (Months)     (Months)    (Months)        Index  (Months)   Rate (%)   Margin (%)   Cap (%)
-----------  ------------   ---------   --------        -----  --------  ----------  ----------  --------
                                                                                                         



                             Gross                  Original                                             
                           Lifetime     Gross      Interest-                                             
 Principal      Periodic    Maximum     Floor      Only Term                                             
Balance ($)      Cap (%)   Rate (%)    Rate (%)   (Months)(1)                                            
-----------     --------   --------    --------   -----------                                            
                                                                                                         


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                                                        [Enlarge/Download Table]

              Remaining     Remaining                                      Cut-off                       
             Amortization    Term to                             First   Date Gross               Initial
 Principal       Term       Maturity    Loan Age                 Reset    Mortgage     Gross     Periodic
Balance ($)    (Months)     (Months)    (Months)        Index  (Months)   Rate (%)   Margin (%)   Cap (%)
-----------  ------------   ---------   --------        -----  --------  ----------  ----------  --------
                                                                                                         



                             Gross                  Original                                             
                           Lifetime     Gross      Interest-                                             
 Principal      Periodic    Maximum     Floor      Only Term                                             
Balance ($)      Cap (%)   Rate (%)    Rate (%)   (Months)(1)                                            
-----------     --------   --------    --------   -----------                                            
                                                                                                         


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

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

Defaults                                                                        

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

Prepayment Considerations and Risks                                             

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

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

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

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

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

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

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

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

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

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Group I WAC Cap, Loan Group II WAC Cap or WAC Cap, as applicable, were to be    
higher than the applicable cap, the Pass-Through Rate on those classes of       
certificates would be lower than otherwise would be the case. Although holders  
of those classes of certificates are entitled to receive any Basis Risk Carry   
Forward Amount from and to the extent of funds available in the Excess Reserve  
Fund Account, including certain Interest Rate Corridor Payments for the benefit 
of the LIBOR Certificates, there is no assurance that those funds will be       
available or sufficient for those purposes. The ratings of the Offered          
Certificates do not address the likelihood of the payment of any Basis Risk     
Carry Forward Amount.                                                           

Overcollateralization Provisions                                                

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

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

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

Subordinated Certificates and the Class A-1B Certificates                       

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

The Principal Distribution Amount to be made to the holders of the LIBOR  
Certificates includes the net proceeds in respect of principal received upon the
liquidation of a related mortgage loan. If such net                             

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

For all purposes, the Class B-3 certificates will have the lowest payment 
priority of any class of Subordinated Certificates.                             

Since the Class A-1B certificates will not receive any principal          
distributions until the Class Certificate Balance of the Class A-1A certificates
has been reduced to zero if a Group I Sequential Trigger Event is in effect, the
Class A-1B certificates may bear a disproportionate percentage of the shortfalls
in principal on the group I mortgage loans.                                     

Weighted Average Lives of the Offered Certificates                              

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

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

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

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

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Decrement Tables                                                                

The following tables indicate the percentages of the initial Class        
Certificate Balances of the classes of Offered Certificates that would be       
outstanding after each of the Distribution Dates shown at various constant      
percentages of the applicable Prepayment Assumption and the corresponding       
weighted average lives of those classes. The tables have been prepared on the   
basis of the Structuring Assumptions. It is not likely that (i) all of the      
mortgage loans will have the characteristics assumed, (ii) all of the mortgage  
loans will prepay at the constant percentages of the applicable Prepayment      
Assumption specified in the tables or at any other constant rate or (iii) all of
the mortgage loans will prepay at the same rate. Moreover, the diverse remaining
terms to maturity and interest rates of the mortgage loans could produce slower 
or faster principal distributions than indicated in the tables at the specified 
constant percentages of the applicable Prepayment Assumption, even if the       
weighted average remaining term to maturity and weighted average interest rates 
of the mortgage loans are consistent with the remaining terms to maturity and   
interest rates of the mortgage loans specified in the Structuring Assumptions.  

Prepayment Scenarios

                                                        [Enlarge/Download Table]

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

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 Percent of Initial Class Certificate Balance Outstanding(1)

                                                        [Enlarge/Download Table]

                                          Class A-1A                            Class A-1B             
                                     PREPAYMENT SCENARIO                   PREPAYMENT SCENARIO         
                             ------------------------------------  ------------------------------------

DISTRIBUTION DATE             I      II      III      IV       V    I      II      III      IV       V 
                             ---     ---     ---      ---     ---  ---     ---     ---      ---     ---
                                                                                                       
Initial Percentage.......... 100     100     100      100     100  100     100     100      100     100
December 2006...............                                                                           
December 2007...............                                                                           
December 2008...............                                                                           
December 2009...............                                                                           
December 2010...............                                                                           
December 2011...............                                                                           
December 2012...............                                                                           
December 2013...............                                                                           
December 2014...............                                                                           
December 2015...............                                                                           
December 2016...............                                                                           
December 2017...............                                                                           
December 2018...............                                                                           
December 2019...............                                                                           
December 2020...............                                                                           
December 2021...............                                                                           
December 2022...............                                                                           
December 2023...............                                                                           
December 2024...............                                                                           
December 2025...............                                                                           
December 2026...............                                                                           
December 2027...............                                                                           
December 2028...............                                                                           
December 2029...............                                                                           
December 2030...............                                                                           
Weighted Average Life                                                                                  
   to Maturity (years)(2)...                                                                           
Weighted Average Life                                                                                  
   to Call (years)(2)(3)....                                                                           

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

(1) Rounded to the nearest whole percentage.                                    

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

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

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

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 Percent of Initial Class Certificate Balance Outstanding(1)

                                                        [Enlarge/Download Table]

                                          Class A-2A                            Class A-2B             
                                     PREPAYMENT SCENARIO                   PREPAYMENT SCENARIO         
                             ------------------------------------  ------------------------------------

DISTRIBUTION DATE             I      II      III      IV       V    I      II      III      IV       V 
                             ---     ---     ---      ---     ---  ---     ---     ---      ---     ---
                                                                                                       
Initial Percentage.......... 100     100     100      100     100  100     100     100      100     100
December 2006...............                                                                           
December 2007...............                                                                           
December 2008...............                                                                           
December 2009...............                                                                           
December 2010...............                                                                           
December 2011...............                                                                           
December 2012...............                                                                           
December 2013...............                                                                           
December 2014...............                                                                           
December 2015...............                                                                           
December 2016...............                                                                           
December 2017...............                                                                           
December 2018...............                                                                           
December 2019...............                                                                           
December 2020...............                                                                           
December 2021...............                                                                           
December 2022...............                                                                           
December 2023...............                                                                           
December 2024...............                                                                           
December 2025...............                                                                           
December 2026...............                                                                           
December 2027...............                                                                           
December 2028...............                                                                           
December 2029...............                                                                           
December 2030...............                                                                           
Weighted Average Life                                                                                  
   to Maturity (years)(2)...                                                                           
Weighted Average Life                                                                                  
   to Call (years)(2)(3)....                                                                           

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

(1) Rounded to the nearest whole percentage.                                    

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

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

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

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 Percent of Initial Class Certificate Balance Outstanding(1)

                                                        [Enlarge/Download Table]

                                          Class A-2C                            Class M-1              
                                     PREPAYMENT SCENARIO                   PREPAYMENT SCENARIO         
                             ------------------------------------  ------------------------------------

DISTRIBUTION DATE             I      II      III      IV       V    I      II      III      IV       V 
                             ---     ---     ---      ---     ---  ---     ---     ---      ---     ---
                                                                                                       
Initial Percentage.......... 100     100     100      100     100  100     100     100      100     100
December 2006...............                                                                           
December 2007...............                                                                           
December 2008...............                                                                           
December 2009...............                                                                           
December 2010...............                                                                           
December 2011...............                                                                           
December 2012...............                                                                           
December 2013...............                                                                           
December 2014...............                                                                           
December 2015...............                                                                           
December 2016...............                                                                           
December 2017...............                                                                           
December 2018...............                                                                           
December 2019...............                                                                           
December 2020...............                                                                           
December 2021...............                                                                           
December 2022...............                                                                           
December 2023...............                                                                           
December 2024...............                                                                           
December 2025...............                                                                           
December 2026...............                                                                           
December 2027...............                                                                           
December 2028...............                                                                           
December 2029...............                                                                           
December 2030...............                                                                           
December 2031...............                                                                           
December 2032...............                                                                           
December 2033...............                                                                           
December 2034...............                                                                           
December 2035...............                                                                           
Weighted Average Life to                                                                               
   Maturity (years)(2)......                                                                           
Weighted Average Life to                                                                               
   Call (years)(2)(3).......                                                                           

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

(1) Rounded to the nearest whole percentage.                                    

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

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

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

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 Percent of Initial Class Certificate Balance Outstanding(1)

                                                        [Enlarge/Download Table]

                                          Class M-2                             Class M-3              
                                     PREPAYMENT SCENARIO                   PREPAYMENT SCENARIO         
                             ------------------------------------  ------------------------------------

DISTRIBUTION DATE             I      II      III      IV       V    I      II      III      IV       V 
                             ---     ---     ---      ---     ---  ---     ---     ---      ---     ---
                                                                                                       
Initial Percentage.......... 100     100     100      100     100  100     100     100      100     100
December 2006...............                                                                           
December 2007...............                                                                           
December 2008...............                                                                           
December 2009...............                                                                           
December 2010...............                                                                           
December 2011...............                                                                           
December 2012...............                                                                           
December 2013...............                                                                           
December 2014...............                                                                           
December 2015...............                                                                           
December 2016...............                                                                           
December 2017...............                                                                           
December 2018...............                                                                           
December 2019...............                                                                           
December 2020...............                                                                           
December 2021...............                                                                           
December 2022...............                                                                           
December 2023...............                                                                           
December 2024...............                                                                           
December 2025...............                                                                           
December 2026...............                                                                           
December 2027...............                                                                           
December 2028...............                                                                           
December 2029...............                                                                           
December 2030...............                                                                           
December 2031...............                                                                           
December 2032...............                                                                           
December 2033...............                                                                           
December 2034...............                                                                           
December 2035...............                                                                           
Weighted Average Life to                                                                               
   Maturity (years)(2)......                                                                           
Weighted Average Life to                                                                               
   Call (years)(2)(3).......                                                                           

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

(1) Rounded to the nearest whole percentage.                                    

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

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

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

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 Percent of Initial Class Certificate Balance Outstanding(1)

                                                        [Enlarge/Download Table]

                                          Class M-4                             Class M-5              
                                     PREPAYMENT SCENARIO                   PREPAYMENT SCENARIO         
                             ------------------------------------  ------------------------------------

DISTRIBUTION DATE             I      II      III      IV       V    I      II      III      IV       V 
                             ---     ---     ---      ---     ---  ---     ---     ---      ---     ---
                                                                                                       
Initial Percentage.......... 100     100     100      100     100  100     100     100      100     100
December 2006...............                                                                           
December 2007...............                                                                           
December 2008...............                                                                           
December 2009...............                                                                           
December 2010...............                                                                           
December 2011...............                                                                           
December 2012...............                                                                           
December 2013...............                                                                           
December 2014...............                                                                           
December 2015...............                                                                           
December 2016...............                                                                           
December 2017...............                                                                           
December 2018...............                                                                           
December 2019...............                                                                           
December 2020...............                                                                           
December 2021...............                                                                           
December 2022...............                                                                           
December 2023...............                                                                           
December 2024...............                                                                           
December 2025...............                                                                           
December 2026...............                                                                           
December 2027...............                                                                           
December 2028...............                                                                           
December 2029...............                                                                           
December 2030...............                                                                           
December 2031...............                                                                           
December 2032...............                                                                           
December 2033...............                                                                           
December 2034...............                                                                           
December 2035...............                                                                           
Weighted Average Life to                                                                               
   Maturity (years)(2)......                                                                           
Weighted Average Life to                                                                               
   Call (years)(2)(3).......                                                                           

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

(1) Rounded to the nearest whole percentage.                                    

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

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

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

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 Percent of Initial Class Certificate Balance Outstanding(1)

                             Class M-6
                             PREPAYMENT SCENARIO
                              ------------------------------------

DISTRIBUTION DATE                     I      II      III      IV       V        
                              ---     ---     ---      ---     ---
Initial Percentage..........         100     100     100      100     100       
December 2006...............                                                    
December 2007...............                                                    
December 2008...............                                                    
December 2009...............                                                    
December 2010...............                                                    
December 2011...............                                                    
December 2012...............                                                    
December 2013...............                                                    
December 2014...............                                                    
December 2015...............                                                    
December 2016...............                                                    
December 2017...............                                                    
December 2018...............                                                    
December 2019...............                                                    
December 2020...............                                                    
December 2021...............                                                    
December 2022...............                                                    
December 2023...............                                                    
December 2024...............                                                    
December 2025...............                                                    
December 2026...............                                                    
December 2027...............                                                    
December 2028...............                                                    
December 2029...............                                                    
December 2030...............                                                    
December 2031...............                                                    
December 2032...............                                                    
December 2033...............                                                    
December 2034...............                                                    
December 2035...............                                                    
Weighted Average Life to                                                        
Maturity (years)(2)......                                                 
Weighted Average Life to                                                        
Call (years)(2)(3).......                                                 

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

(1) Rounded to the nearest whole percentage.                                    

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

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

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

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Available Funds Caps                                                            

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

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

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

o   the available funds caps ("Available Funds Caps") indicated in the table    
below equals the quotient, expressed as a percentage of (i) the total   
 interest assumed to be distributed to the Offered Certificates, including
  Accrued Certificate Interest, Unpaid Interest Amounts and Basis Risk Carry
   Forward Amounts (including payments made by the Corridor Agreement Provider
  to the trustee pursuant to the Interest Rate Corridor Agreements) and (ii)
the current Class Certificate Balance multiplied by the quotient of 360 
    divided by the actual number of days in the related Interest Accrual Period.

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

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Class A-1                               
     Available        Class A-2        Subordinate
Distribution      Funds Cap     Available Funds      Available              
Date             (%)            Cap (%)        Funds Cap (%)        
------------      ---------     ---------------    -------------            
01/06                                                                 
02/06                                                                 
03/06                                                                 
04/06                                                                 
05/06                                                                 
06/06                                                                 
07/06                                                                 
08/06                                                                 
09/06                                                                 
10/06                                                                 
11/06                                                                 
12/06                                                                 
01/07                                                                 
02/07                                                                 
03/07                                                                 
04/07                                                                 
05/07                                                                 
06/07                                                                 
07/07                                                                 
08/07                                                                 
09/07                                                                 
10/07                                                                 
11/07                                                                 
12/07                                                                 
01/08                                                                 
02/08                                                                 
03/08                                                                 
04/08                                                                 
05/08                                                                 
06/08                                                                 
07/08                                                                 
08/08                                                                 
09/08                                                                 
10/08                                                                 
11/08                                                                 
12/08                                                                 
01/09                                                                 
02/09                                                                 
03/09                                                                 
04/09                                                                 
05/09                                                                 
06/09                                                                 
07/09                                                                 
08/09                                                                 
09/09                                                                 
10/09                                                                 
11/09                                                                 
12/09                                                                 
01/10                                                                 
02/10                                                                 
03/10                                                                 
04/10                                                                 
05/10                                                                 
06/10                                                                 
07/10                                                                 
08/10                                                                 
09/10                                                                 
10/10                                                                 
11/10                                                                 
12/10                                                                 
01/11                                                                 
02/11                                                                 
03/11                                                                 
04/11                                                                 

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Class A-1                               
     Available        Class A-2        Subordinate
Distribution      Funds Cap     Available Funds      Available              
Date             (%)            Cap (%)        Funds Cap (%)        
------------      ---------     ---------------    -------------            
05/11                                                                 
06/11                                                                 
07/11                                                                 
08/11                                                                 
09/11                                                                 
10/11                                                                 
11/11                                                                 
12/11                                                                 
01/12                                                                 
02/12                                                                 
03/12                                                                 
04/12                                                                 
05/12                                                                 
06/12                                                                 
07/12                                                                 
08/12                                                                 
09/12                                                                 
10/12                                                                 
11/12                                                                 
12/12                                                                 
01/13                                                                 
02/13                                                                 
03/13                                                                 
04/13                                                                 
05/13                                                                 
06/13                                                                 
07/13                                                                 
08/13                                                                 
09/13                                                                 
10/13                                                                 
11/13                                                                 
12/13                                                                 
01/14                                                                 
02/14                                                                 
03/14                                                                 
04/14                                                                 
05/14                                                                 
06/14                                                                 
07/14                                                                 
08/14                                                                 
09/14                                                                 
10/14                                                                 
11/14                                                                 
12/14                                                                 
01/15                                                                 
02/15                                                                 
03/15                                                                 
04/15                                                                 
05/15                                                                 
06/15                                                                 
07/15                                                                 
08/15                                                                 
09/15                                                                 

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WAC Caps                                                                        

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

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

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

 It is highly unlikely, however, that prepayments on the mortgage loans will
occur at a constant rate of 100% of the Prepayment Assumption or at any other   
constant percentage. Each WAC Cap is calculated based on an actual/360 basis for
each Distribution Date and is as set forth in the following table. There is no  
assurance, therefore, of whether or to what extent the actual mortgage rates on 
the mortgage loans or the related WAC Cap on any Distribution Date will conform 
to the corresponding rate set forth for that Distribution Date in the following 
table.                                                                          

Distribution      Loan Group I       Loan Group II                        
Date           WAC Cap (%)        WAC Cap (%)                     
------------      ------------       -------------                        
01/06                                                               
02/06                                                               
03/06                                                               
04/06                                                               
05/06                                                               
06/06                                                               
07/06                                                               
08/06                                                               
09/06                                                               
10/06                                                               
11/06                                                               
12/06                                                               
01/07                                                               
02/07                                                               
03/07                                                               
04/07                                                               
05/07                                                               
06/07                                                               
07/07                                                               
08/07                                                               
09/07                                                               
10/07                                                               
11/07                                                               
12/07                                                               
01/08                                                               
02/08                                                               
03/08                                                               
04/08                                                               
05/08                                                               
06/08                                                               
07/08                                                               
08/08                                                               
09/08                                                               
10/08                                                               
11/08                                                               
12/08                                                               
01/09                                                               
02/09                                                               
03/09                                                               
04/09                                                               
05/09                                                               
06/09                                                               
07/09                                                               
08/09                                                               
09/09                                                               
10/09                                                               
11/09                                                               
12/09                                                               
01/10                                                               
02/10                                                               
03/10                                                               
04/10                                                               
05/10                                                               
06/10                                                               
07/10                                                               
08/10                                                               
09/10                                                               
10/10                                                               
11/10                                                               
12/10                                                               
01/11                                                               
02/11                                                               
03/11                                                               
04/11                                                               
05/11                                                               
06/11                                                               
07/11                                                               
08/11                                                               
09/11                                                               
10/11                                                               
11/11                                                               
12/11                                                               
01/12                                                               
02/12                                                               
03/12                                                               
04/12                                                               
05/12                                                               
06/12                                                               
07/12                                                               
08/12                                                               
09/12                                                               
10/12                                                               

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Distribution      Loan Group I       Loan Group II                        
Date           WAC Cap (%)        WAC Cap (%)                     
------------      ------------       -------------                        
11/12                                                               
12/12                                                               
01/13                                                               
02/13                                                               
03/13                                                               
04/13                                                               
05/13                                                               
06/13                                                               
07/13                                                               
08/13                                                               
09/13                                                               
10/13                                                               
11/13                                                               
12/13                                                               
01/14                                                               
02/14                                                               
03/14                                                               
04/14                                                               
05/14                                                               
06/14                                                               
07/14                                                               
08/14                                                               
09/14                                                               
10/14                                                               
11/14                                                               
12/14                                                               
01/15                                                               
02/15                                                               
03/15                                                               
04/15                                                               
05/15                                                               
06/15                                                               
07/15                                                               
08/15                                                               
09/15                                                               

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Last Scheduled Distribution Date                                                

The last scheduled Distribution Date is the Distribution Date in          
December 2035.                                                                  

  The last scheduled Distribution Date for each class of LIBOR Certificates is
the date on which the initial Class Certificate Balance set forth on the cover  
page of this prospectus supplement for that class would be reduced to zero. The 
last scheduled Distribution Dates for all classes have been calculated as the   
Distribution Date occurring in the month following the month in which the latest
maturity date of any mortgage loan occurs.                                      

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

 FEDERAL INCOME TAX CONSEQUENCES

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

General                                                                         

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

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

Taxation of Regular Interests                                                   

  A holder of a class of LIBOR Certificates will be treated for federal income
tax purposes as owning an interest in the corresponding class of Regular        
Interests in the related Trust REMIC. In addition, the pooling and servicing    
agreement provides that each holder of a LIBOR Certificate will be treated as   
owning an interest in a limited recourse interest rate cap contract (the "Basis 
Risk Contracts")                                                                

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

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

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

Status of the LIBOR Certificates                                                

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

The Basis Risk Contract Components                                              

Each holder of a LIBOR Certificate will be treated for federal income tax 
purposes as having entered into a notional principal contract pursuant to its   
rights to receive payment with respect to the Basis Risk Contract component on  
the date it purchases its certificate. The Basis Risk Contract components are   
beneficially owned by the holders of the LIBOR Certificates in the portion of   
the trust fund, exclusive of the REMICs, which is treated as a grantor trust for
federal income tax purposes. The Internal Revenue Service (the "IRS") has issued
final regulations under Section 446 of the Code relating to notional principal  
contracts (the "Notional Principal Contract Regulations").                      

   As indicated above, holders of the LIBOR Certificates must allocate the price
they pay for such certificates between the Regular Interest component and the   
Basis Risk Contract component based on their relative fair market values. To the
extent the Basis Risk Contract component is determined to have a value on the   
closing date that is greater than zero, a portion of such purchase price will be
allocable to                                                                    

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such rights, and such portion will be treated as a cap premium (the "Cap        
Premium") paid by holders of the LIBOR Certificates. A holder of a LIBOR        
Certificate will be required to amortize the Cap Premium under a level payment  
method as if the Cap Premium represented the present value of a series of equal 
payments made over the life of the Basis Risk Contract (adjusted to take into   
account decreases in notional principal amount), discounted at a rate equal to  
the rate used to determine the amount of the Cap Premium (or some other         
reasonable rate). Holders are urged to consult their tax advisors concerning the
appropriate method of amortizing any Cap Premium. The Notional Principal        
Contract Regulations treat a nonperiodic payment made under a cap contract as a 
loan for federal income tax purposes if the payment is "significant." It is not 
known whether any Cap Premium would be treated in part as a loan under the      
Notional Principal Contract Regulations.                                        

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

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

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

Other Matters                                                                   

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

 STATE AND LOCAL TAXES

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

ERISA CONSIDERATIONS

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

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

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

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

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

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

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

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

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

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aggregate unamortized principal balance of the assets in the trust fund, or any 
affiliate of such parties (the "Restricted Group").                             

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

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

  The rating of a certificate may change. If a class of certificates no longer
has a rating of at least BBB- or its equivalent, then certificates of that class
will no longer be eligible for relief under the Exemption, and consequently may 
not be purchased by or sold to a Plan (although a Plan that had purchased the   
certificates when it had a permitted rating would not be required by the        
Exemption to dispose of it).                                                    

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

Any Plan fiduciary who proposes to cause a Plan to purchase ERISA Eligible
Certificates should consult with its own counsel with respect to the potential  
consequences under ERISA and the Code of the Plan's acquisition and ownership of
ERISA Eligible Certificates. Assets of a Plan or individual retirement account  
should not be invested in the ERISA Eligible Certificates unless it is clear    
that the assets of the trust fund will not be plan assets or unless it is clear 
that the Exemption or another applicable prohibited transaction exemption will  
apply and exempt all potential prohibited transactions.                         

LEGAL INVESTMENT

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

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

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

See "Legal Investment" in the prospectus.                                 

 LEGAL MATTERS

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

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 RATINGS

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

Class             S&P   Moody's 
-----             ---   ------- 
A-1A..........    AAA     Aaa   
A-1B..........    AAA     Aaa   
A-2A..........    AAA     Aaa   
A-2B..........    AAA     Aaa   
A-2C..........    AAA     Aaa   
M-1...........    AA+     Aa2   
M-2...........     AA     Aa3   
M-3...........    AA-      A2   
M-4...........     A+      A3   
M-5...........     A      Baa1  
M-6...........     A-     Baa2  

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

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

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 GLOSSARY OF TERMS

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

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

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

 "Applied Realized Loss Amount" has the meaning set forth in "Description of
the Certificates--Distributions of Interest and Principal" in this prospectus   
supplement.                                                                     

"ARM" means an adjustable rate mortgage loan.                             

"Assignment Agreement" has the meaning set forth in "Description of the   
Certificates--Representations and Warranties Relating to the Mortgage Loans" in 
this prospectus supplement.                                                     

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

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

 "Basis Risk Carry Forward Amount" has the meaning set forth in "Description
of the Certificates--Excess Reserve Fund Account" in this prospectus supplement.

"Basis Risk Contracts" has the meaning set forth in "Federal Income Tax   
Consequences--Taxation of Regular Interests" in this prospectus supplement.     

"Basis Risk Payment" has the meaning set forth in "Description of the     
Certificates--Excess Reserve Fund Account" in this prospectus supplement.       

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

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 "Class A Certificate Group" means either the Class A-1 Certificate Group or
the Class A-2 Certificate Group, as applicable.                                 

"Class A Principal Allocation Percentage" for any Distribution Date, the  
percentage equivalent of a fraction, determined as follows: (i) in the case of  
the Class A-1 Certificate Group, the numerator of which is (x) the portion of   
the Principal Remittance Amount for such Distribution Date that is attributable 
to principal received or advanced on the group I mortgage loans and the         
denominator of which is (y) the Principal Remittance Amount for such            
Distribution Date; and (ii) in the case of the Class A-2 Certificate Group, the 
numerator of which is (x) the portion of the Principal Remittance Amount for    
such Distribution Date that is attributable to principal received or advanced on
the group II mortgage loans and the denominator of which is (y) the Principal   
Remittance Amount for such Distribution Date.                                   

"Class A Principal Distribution Amount" means, with respect to any        
Distribution Date, the excess of (A) the aggregate Class Certificate Balance of 
the Class A certificates immediately prior to that Distribution Date over (B)   
the lesser of (x) 52.00% of the aggregate Stated Principal Balance of the       
mortgage loans for that Distribution Date and (y) the excess, if any, of the    
aggregate Stated Principal Balance of the mortgage loans for that Distribution  
Date over the Overcollateralization Floor.                                      

"Class A-1 Certificate Group" means the Class A-1A certificates and Class 
A-1B certificates collectively.                                                 

"Class A-1 Interest Rate Corridor Agreement" has the meaning set forth in 
"Description of the Certificates--Interest Rate Corridor Agreements" in this    
prospectus supplement.                                                          

   "Class A-2 Certificate Group" means the Class A-2A, Class A-2B and Class A-2C
certificates, collectively.                                                     

"Class A-2 Interest Rate Corridor Agreement" has the meaning set forth in 
"Description of the Certificates--Interest Rate Corridor Agreements" in this    
prospectus supplement.                                                          

"Class B-1 Principal Distribution Amount" means, with respect to any      
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date), (f) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
Distribution Date), (g) the Class Certificate Balance of the Class M-6          
certificates (after taking into account the distribution of the Class M-6       
Principal Distribution Amount for that Distribution Date) and (h) the Class     
Certificate Balance of the Class B-1 certificates immediately prior to that     
Distribution Date, over the lesser of (a) 87.40% of the aggregate Stated        
Principal Balances of the mortgage loans for that Distribution Date and (b) the 
excess, if any, of the aggregate Stated Principal Balance of the mortgage loans 
for that Distribution Date over the Overcollateralization Floor.                

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

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distribution of the Class M-5 Principal Distribution Amount for that            
Distribution Date), (g) the Class Certificate Balance of the Class M-6          
certificates (after taking into account the distribution of the Class M-6       
Principal Distribution Amount for that Distribution Date), (h) the Class        
Certificate Balance of the Class B-1 certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for that            
Distribution Date) and (i) the Class Certificate Balance of the Class B-2       
certificates immediately prior to that Distribution Date, over the lesser of (a)
89.30% of the aggregate Stated Principal Balances of the mortgage loans for that
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

"Class B-3 Principal Distribution Amount" means, with respect to any      
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date), (f) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
Distribution Date), (g) the Class Certificate Balance of the Class M-6          
certificates (after taking into account the distribution of the Class M-6       
Principal Distribution Amount for that Distribution Date), (h) the Class        
Certificate Balance of the Class B-1 certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for that            
Distribution Date), (i) the Class Certificate Balance of the Class B-2          
certificates (after taking into account the distribution of the Class B-2       
Principal Distribution Amount for that Distribution Date) and (j) the Class     
Certificate Balance of the Class B-3 certificates immediately prior to that     
Distribution Date, over the lesser of (a) 91.30% of the aggregate Stated        
Principal Balances of the mortgage loans for that Distribution Date and (b) the 
excess, if any, of the aggregate Stated Principal Balance of the mortgage loans 
for that Distribution Date over the Overcollateralization Floor.                

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

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

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

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

"Class M Interest Rate Corridor Agreement" has the meaning set forth in   
"Description of the Certificates--Interest Rate Corridor Agreements" in this    
prospectus supplement.                                                          

"Class M-1 Principal Distribution Amount" means, with respect to any      
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date) and (b) the Class Certificate Balance of the Class M-1 certificates       
immediately prior to that Distribution Date over (ii) the lesser of (a) 66.20%  
of the aggregate Stated Principal Balances of the mortgage loans for that       

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Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

"Class M-2 Principal Distribution Amount" means, with respect to any      
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date) and (c) the Class Certificate Balance of the 
Class M-2 certificates immediately prior to that Distribution Date over (ii) the
lesser of (a) 70.30% of the aggregate Stated Principal Balances of the mortgage 
loans for that Distribution Date and (b) the excess, if any, of the aggregate   
Stated Principal Balance of the mortgage loans for that Distribution Date over  
the Overcollateralization Floor.                                                

"Class M-3 Principal Distribution Amount" means, with respect to any      
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), and (d) the Class
Certificate Balance of the Class M-3 certificates immediately prior to that     
Distribution Date, over the lesser of (a) 77.40% of the aggregate Stated        
Principal Balances of the mortgage loans for that Distribution Date and (b) the 
excess, if any, of the aggregate Stated Principal Balance of the mortgage loans 
for that Distribution Date over the Overcollateralization Floor.                

"Class M-4 Principal Distribution Amount" means, with respect to any      
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), and (e) the Class Certificate Balance of the Class M-4      
certificates immediately prior to that Distribution Date, over the lesser of (a)
80.50% of the aggregate Stated Principal Balances of the mortgage loans for that
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

"Class M-5 Principal Distribution Amount" means, with respect to any      
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the                                     

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Class M-1 Principal Distribution Amount for that Distribution Date), (c) the    
Class Certificate Balance of the Class M-2 certificates (after taking into      
account the distribution of the Class M-2 Principal Distribution Amount for that
Distribution Date), (d) the Class Certificate Balance of the Class M-3          
certificates (after taking into account the distribution of the Class M-3       
Principal Distribution Amount for that Distribution Date), (e) the Class        
Certificate Balance of the Class M-4 certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount for that            
Distribution Date), and (f) the Class Certificate Balance of the Class M-5      
certificates immediately prior to that Distribution Date, over the lesser of (a)
83.30% of the aggregate Stated Principal Balances of the mortgage loans for that
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

"Class M-6 Principal Distribution Amount" means, with respect to any      
Distribution Date, the excess of (i) the sum of (a) the aggregate Class         
Certificate Balances of the Class A certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for that Distribution 
Date), (b) the Class Certificate Balance of the Class M-1 certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for that Distribution Date), (c) the Class Certificate Balance of the    
Class M-2 certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for that Distribution Date), (d) the Class    
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
Distribution Date), (e) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that Distribution Date), (f) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
Distribution Date), and (g) the Class Certificate Balance of the Class M-6      
certificates immediately prior to that Distribution Date, over the lesser of (a)
85.10% of the aggregate Stated Principal Balances of the mortgage loans for that
Distribution Date and (b) the excess, if any, of the aggregate Stated Principal 
Balance of the mortgage loans for that Distribution Date over the               
Overcollateralization Floor.                                                    

   "Code" has the meaning set forth in "Federal Income Tax Consequences" in this
prospectus supplement.                                                          

"Combined loan-to-value ratio" has the meaning set forth in "The Mortgage 
Loan Pool--General" in this prospectus supplement.                              

"Compensating Interest" has the meaning set forth in "The Pooling and     
Servicing Agreement--Prepayment Interest Shortfalls" in this prospectus         
supplement.                                                                     

"Condemnation Proceeds" means all awards or settlements in respect of a   
mortgaged property, whether permanent or temporary, partial or entire, by       
exercise of the power of eminent domain or condemnation.                        

  "Credit Scores" has the meaning set forth in "The Mortgage Loan Pool--Credit
Scores" in this prospectus supplement.                                          

   "Determination Date" means, for each Distribution Date, the 18th of the month
in which that Distribution Date occurs, or, if that day is not a business day,  
the immediately preceding business day.                                         

"Distribution Date" has the meaning set forth in "Description of the      
Certificates--Distributions" in this prospectus supplement.                     

  "DOL" has the meaning set forth in "ERISA Considerations" in this prospectus
supplement.                                                                     

"Due Period" means, with respect to any Distribution Date, the period     
commencing on the second day of the calendar month preceding the month in which 
that Distribution Date occurs and ending on the first day in the calendar month 
in which that Distribution Date occurs.                                         

"ERISA" has the meaning set forth in "ERISA Considerations" in this       
prospectus supplement.                                                          

"Excess Overcollateralized Amount" is described in "Description of the    
Certificates--Overcollateralization Provisions" in this prospectus supplement.  

"Excess Reserve Fund Account" is described in "Description of the         
Certificates--Overcollateralization Provisions" in this prospectus supplement.  

"Exemption" has the meaning set forth in "ERISA Considerations" in this   
prospectus supplement.                                                          

   "Expense Fee Rate" means, with respect to any mortgage loan, a per annum rate
equal to the sum of the servicing fee rate and the trustee fee rate. The Expense
Fee Rate is not expected to exceed 0.51%. See "The Pooling and Servicing        
Agreement--Servicing and Trustee Fees and Other Compensation and Payment of     
Expenses" in this prospectus supplement.                                        

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   "Extra Principal Distribution Amount" means, as of any Distribution Date, the
lesser of (x) the related Total Monthly Excess Spread for that Distribution Date
and (y) the related Overcollateralization Deficiency for that Distribution Date.

"Fitch" means Fitch, Inc.                                                 

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

  "Group I Sequential Trigger Event" has the meaning set forth in "Description
of the Certificates--Distribution of Interest and Principal" in this prospectus 
supplement.                                                                     

  "GSMC" means Goldman Sachs Mortgage Company, a New York limited partnership.

"Index" shall mean the Six-Month LIBOR Loan Index.                        

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

 "Insurance Proceeds" means, with respect to each mortgage loan, proceeds of
insurance policies insuring the related mortgaged property.                     

"Interest Accrual Period" means, for any Distribution Date, the period    
commencing on the immediately preceding Distribution Date (or, for the initial  
Distribution Date, the closing date) and ending on the day immediately preceding
the current Distribution Date.                                                  

   "Interest Rate Corridor Agreement" means the Class A-1 Interest Rate Corridor
Agreement, the Class A-2 Interest Rate Corridor Agreement or the Subordinated   
Interest Rate Corridor Agreement, as applicable.                                

"Interest Rate Corridor Payment" means, for any Distribution Date and any 
Interest Rate Corridor Agreement, the amount paid by the Corridor Agreement     
Provider under the related Interest Rate Corridor Agreement.                    

   "Interest Remittance Amount" means, with respect to any Distribution Date and
the mortgage loans in a loan group, that portion of Available Funds attributable
to interest relating to the mortgage loans in that loan group.                  

"LIBOR Certificates" has the meaning set forth in "Description of the     
Certificates--General" in this prospectus supplement.                           

"LIBOR Determination Date" means, with respect to any Interest Accrual    
Period, the second London business day preceding the commencement of that       
Interest Accrual Period. For purposes of determining One-Month LIBOR, a "London 
business day" is any day on which dealings in deposits of United States dollars 
are transacted in the London interbank market.                                  

"Liquidation Proceeds" means any cash received in connection with the     
liquidation of a defaulted mortgage loan, whether through a trustee's sale,     
foreclosure sale or otherwise, including any Subsequent Recoveries.             

"Litton" means Litton Loan Servicing LP, a Delaware limited partnership.  

"Loan-to-value ratio" or "LTV" has the meaning set forth in "The Mortgage 
Loan Pool--General" in this prospectus supplement.                              

"Loan Group I WAC Cap" has the meaning set forth in "Description of the   
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

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"Loan Group II WAC Cap" has the meaning set forth in "Description of the  
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

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

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

"Moody's" means Moody's Investors Service, Inc.                           

 "Net Monthly Excess Cash Flow" has the meaning set forth in "Description of
the Certificates--Overcollateralization Provisions" in this prospectus          
supplement.                                                                     

"Offered Certificates" has the meaning set forth in "Description of the   
Certificates--General" in this prospectus supplement.                           

"One-Month LIBOR" means, with respect to any LIBOR Determination Date, the
London interbank offered rate for one-month United States dollar deposits which 
appears in the Telerate Page 3750 as of 11:00 a.m., London time, on that date.  
If the rate does not appear on Telerate Page 3750, the rate for that day will be
determined on the basis of the rates at which deposits in United States dollars 
are offered by the Reference Banks at approximately 11:00 a.m. (London time), on
that day to prime banks in the London interbank market. The trustee will be     
required to request the principal London office of each of the Reference Banks  
to provide a quotation of its rate. If at least two quotations are provided, the
rate for that day will be the arithmetic mean of the quotations (rounded upwards
if necessary to the nearest whole multiple of 1/16%). If fewer than two         
quotations are provided as requested, the rate for that day will be the         
arithmetic mean of the rates quoted by major banks in New York City, selected by
the trustee (after consultation with the depositor), at approximately 11:00 a.m.
(New York City time) on that day for loans in United States dollars to leading  
European banks.                                                                 

  "Original loan-to-value ratio" has the meaning set forth in "The Pooling and
Servicing Agreement--Termination; Optional Clean-up Call" in this prospectus    
supplement.                                                                     

"Original Sale Date" means October 28, 2005.                              

  "Overcollateralization Deficiency" has the meaning set forth in "Description
of the Certificates--Overcollateralization Provisions" in this prospectus       
supplement.                                                                     

 "Overcollateralization Floor" means 0.50% of the aggregate Stated Principal
Balance of the mortgage loans as of the cut-off date.                           

"Overcollateralization Reduction Amount" has the meaning set forth in     
"Description of the Certificates--Overcollateralization Provisions" in this     
prospectus supplement.                                                          

"Overcollateralized Amount" is described in "Description of the           
Certificates--Overcollateralization Provisions" in this prospectus supplement.  

  "P&I Advances" means advances made by the servicer on each Distribution Date
with respect to delinquent payments of interest and principal on the mortgage   
loans, less the servicing fee.                                                  

"Pass-Through Rate" has the meaning set forth in "Description of the      
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

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

   "Plan" has the meaning set forth in "ERISA Considerations" in this prospectus
supplement.                                                                     

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"Prepayment Assumption" has the meaning set forth in "Prepayment and Yield
Considerations--Structuring Assumptions" in the prospectus supplement.          

"Prepayment Period" means, with respect to any Distribution Date, the     
calendar month preceding the month in which that Distribution Date occurs.      

"Prepayment Premium" has the meaning set forth in "The Mortgage Loan      
Pool--Prepayment Premiums" in this prospectus supplement.                       

  "Principal Distribution Amount" has the meaning set forth in "Description of
the Certificates--Distributions of Interest and Principal" in this prospectus   
supplement.                                                                     

 "Principal Remittance Amount" means, with respect to any Distribution Date,
to the extent of funds available for distribution as described in this          
prospectus supplement, the amount equal to the sum of the following amounts     
(without duplication) with respect to the related Due Period: (i) each scheduled
payment of principal on a mortgage loan due during the related Due Period and   
received by the servicer on or prior to the related Determination Date or       
advanced by the servicer for the related Servicer Remittance Date, (ii) all full
and partial principal prepayments received on the mortgage loans during the     
related Prepayment Period, (iii) all net Liquidation Proceeds, Condemnation     
Proceeds and Insurance Proceeds on the mortgage loans allocable to principal and
received during the related Prepayment Period, (iv) the portion of the          
repurchase price allocable to principal with respect to each mortgage loan that 
was repurchased with respect to that Distribution Date, (v) the portion of      
Substitution Adjustment Amounts allocable to principal received in connection   
with the substitution of any mortgage loan as of that Distribution Date, and    
(vi) the portion of the proceeds received with respect to any optional clean-up 
call (to the extent they relate to principal).                                  

  "PTE" has the meaning set forth in "ERISA Considerations" in this prospectus
supplement.                                                                     

"Record Date" means, with respect to any Distribution Date and the LIBOR  
Certificates, the last business day of the related Interest Accrual Period,     
unless the LIBOR Certificates are issued in definitive form, in which case the  
Record Date will be the last business day of the month immediately preceding the
month in which that Distribution Date occurs.                                   

"Reference Banks" means leading banks selected by the trustee (after      
consultation with the depositor) and engaged in transactions in Eurodollar      
deposits in the international Eurocurrency market.                              

"Regular Interest" has the meaning set forth in "Federal Income Tax       
Consequences--General" in this prospectus supplement.                           

   "REIT" has the meaning set forth in "Federal Income Tax Consequences" in this
prospectus supplement.                                                          

"Restricted Group" has the meaning set forth in "ERISA Considerations" in 
this prospectus supplement.                                                     

   "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc.                                                                 

   "Senior Enhancement Percentage" means, with respect to any Distribution Date,
the percentage obtained by dividing (x) the sum of (i) the aggregate Class      
Certificate Balances of the Subordinated Certificates and (ii) the              
Overcollateralized Amount (in each case after taking into account the           
distributions of the related Principal Distribution Amount for that Distribution
Date) by (y) the aggregate Stated Principal Balance of the mortgage loans for   
that Distribution Date.                                                         

"Senior Specified Enhancement Percentage" on any date of determination is 
approximately 48.00%.                                                           

  "Servicer Remittance Date" means, with respect to any Distribution Date, the
business day immediately preceding that Distribution Date.                      

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"Servicing Rights Pledgee" has the meaning set forth in "The Pooling and  
Servicing Agreement --Pledge and Assignment of Servicer's Rights" in this       
prospectus supplement.                                                          

  "Six-Month LIBOR Loan Index" has the meaning set forth in "The Mortgage Loan
Pool--The Index" in this prospectus supplement.                                 

 "Specified Overcollateralized Amount" means, prior to the Stepdown Date, an
amount equal to 4.35% of the aggregate Stated Principal Balance of the mortgage 
loans as of the cut-off date; on and after the Stepdown Date, an amount equal to
8.70% of the aggregate Stated Principal Balance of the mortgage loans for that  
Distribution Date, subject, until the Class Certificate Balance of each class of
LIBOR Certificates has been reduced to zero, to a minimum amount equal to the   
Overcollateralization Floor; provided, however, that if, on any Distribution    
Date, a Trigger Event has occurred, the Specified Overcollateralized Amount will
not be reduced to the applicable percentage of the then Stated Principal Balance
of the mortgage loans but instead will remain the same as the prior period's    
Specified Overcollateralized Amount until the Distribution Date on which a      
Trigger Event is no longer occurring. When the Class Certificate Balance of each
class of LIBOR Certificates has been reduced to zero, the Specified             
Overcollateralized Amount will thereafter equal zero.                           

  "Stated Principal Balance" means, as to any mortgage loan and as of any date
of determination, (i) the principal balance of the mortgage loan at the cut-off 
date after giving effect to payments of principal due on or before such date,   
minus (ii) all amounts previously remitted to the trustee with respect to the   
related mortgage loan representing payments or recoveries of principal,         
including advances in respect of scheduled payments of principal. For purposes  
of any Distribution Date, the Stated Principal Balance of any mortgage loan will
give effect to any scheduled payments of principal received by the servicer on  
or prior to the related Determination Date or advanced by the servicer for the  
related Servicer Remittance Date and any unscheduled principal payments and     
other unscheduled principal collections received during the related Prepayment  
Period, and the Stated Principal Balance of any mortgage loan that has prepaid  
in full or has been liquidated during the related Prepayment Period will be     
zero.                                                                           

"Stepdown Date" means the earlier to occur of (a) the date on which the   
aggregate Class Certificate Balances of the Class A certificates have been      
reduced to zero and (b) the later to occur of (i) the Distribution Date in      
January 2009 and (ii) the first Distribution Date on which the Senior           
Enhancement Percentage is greater than or equal to the Senior Specified         
Enhancement Percentage.                                                         

  "Structuring Assumptions" has the meaning set forth in "Prepayment and Yield
Considerations--Structuring Assumptions" in this prospectus supplement.         

  "Subordinated Interest Rate Corridor Agreement" has the meaning set forth in
"Description of the Certificates--Interest Rate Corridor Agreements" in this    
prospectus supplement.                                                          

   "Subordinated Certificates" means any of the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3             
certificates.                                                                   

"Subsequent Recovery" has the meaning set forth in "Description of the    
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

  "Substitute Mortgage Loan" means a mortgage loan substituted by WMC or GSMC,
as applicable, for a mortgage loan that is in breach of WMC's or GSMC's (as     
applicable) representations and warranties regarding the mortgage loans, which  
must, on the date of such substitution (i) have a principal balance, after      
deduction of the principal portion of the scheduled payment due in the month of 
substitution, not in excess of the principal balance of the mortgage loan in    
breach; (ii) be accruing interest at a rate no lower than and not more than 1%  
per annum higher than, that of the mortgage loan in breach; (iii) have a        
loan-to-value ratio no higher than that of the mortgage loan in breach; (iv)    
have a remaining term to maturity no greater than (and not more than one year   
less than that of) the mortgage loan in breach; and (v) comply with each        
representation and warranty made by WMC or GSMC, as applicable.                 

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   "Substitution Adjustment Amount" has the meaning set forth in "Description of
the Certificates--Representations and Warranties Relating to the Mortgage Loans"
in this prospectus supplement.                                                  

"Telerate Page 3750" means the display page currently so designated on the
Bridge Telerate Service (or any other page as may replace that page on that     
service for the purpose of displaying comparable rates or prices).              

 "Total Monthly Excess Spread" means, with respect to any Distribution Date,
the excess, if any, of (x) the interest collected on the mortgage loans by the  
servicer on or prior to the related Determination Date or advanced by the       
servicer for the related Servicer Remittance Date, net of the servicing fee and 
the trustee fee, over (y) the amounts paid to the classes of certificates       
pursuant to clause (i) under the fourth full paragraph of "Description of the   
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

"Trigger Event," with respect to any Distribution Date, means the         
circumstances in which (i) the quotient (expressed as a percentage) of (x) the  
rolling three month average of the aggregate unpaid principal balance of the    
mortgage loans that are 60 days delinquent or more, including mortgage loans in 
foreclosure, all REO properties and mortgage loans where the mortgagor has filed
for bankruptcy, and (y) the aggregate unpaid principal balance of the mortgage  
loans, as of the last day of the related Due Period, equals or exceeds 33.00% of
the Senior Enhancement Percentage as of the last day of the prior Due Period or 
(ii) the aggregate amount of realized losses incurred since the cut-off date    
through the last day of the related Prepayment Period divided by the aggregate  
Stated Principal Balance of the mortgage loans as of the cut-off date exceeds   
the applicable percentages described below with respect to such Distribution    
Date:                                                                           

                                                        [Enlarge/Download Table]

  Distribution Date Occurring In                                  Loss Percentage                        
--------------------------------------  -----------------------------------------------------------------

                                                                                                         
January 2008 through                    1.40% for the first month, plus an additional 1/12th of 1.70% for
December 2008                           each month thereafter                                            

January 2009 through                    3.10% for the first month, plus an additional 1/12th of 1.70% for
December 2009                           each month thereafter                                            

January 2010 through                    4.80% for the first month, plus an additional 1/12th of 1.70% for
December 2010                           each month thereafter                                            

January 2011 through                    6.20% for the first month, plus an additional 1/12th of 0.40% for
December 2011                           each month thereafter                                            

January 2012 and thereafter             6.90%                                                            

"Trust REMIC" has the meaning set forth in "Federal Income Tax            
Consequences--General" in this prospectus supplement.                           

"Underwriting Guidelines" has the meaning set forth in "The Mortgage Loan 
Pool--Underwriting Guidelines" in this prospectus supplement.                   

 "Unpaid Interest Amount" for any class of certificates and any Distribution
Date will equal the sum of (a) the portion of Accrued Certificate Interest from 
Distribution Dates prior to the current Distribution Date remaining unpaid      
immediately prior to the current Distribution Date, and (b) interest on the     
amount in clause (a) at the applicable Pass-Through Rate (to the extent         
permitted by applicable law).                                                   

"WAC Cap" has the meaning set forth in "Description of the                
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

"WMC" means WMC Mortgage Corp., a California corporation.                 

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"WMC Agreements" has the meaning set forth in "Description of the         
Certificates--Representations and Warranties Relating to the Mortgage Loans" in 
this prospectus supplement.                                                     

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 ANNEX I

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

  A holder that is not a "United States person" (a "U.S. person") within
the meaning of Section 7701(a)(30) of the Code (a "non-U.S. holder") holding    
a book-entry certificate through Clearstream, societe anonyme, Euroclear or     
DTC may be subject to U.S. withholding tax unless such holder provides          
certain documentation to the issuer of such holder's book-entry certificate,    
the paying agent or any other entity required to withhold tax (any of the       
foregoing, a "U.S. withholding agent") establishing an exemption from           
withholding.  A non-U.S. holder may be subject to withholding unless each       
U.S. withholding agent receives:                                                

1. from a non-U.S. holder that is classified as a corporation for U.S.    
federal income tax purposes or is an individual, and is eligible for the        
benefits of the portfolio interest exemption or an exemption (or reduced rate)  
based on a treaty, a duly completed and executed IRS Form W-8BEN (or any        
successor form);                                                                

   2. from a non-U.S. holder that is eligible for an exemption on the basis that
the holder's income from the LIBOR Certificate is effectively connected to its  
U.S. trade or business, a duly completed and executed IRS Form W-8ECI (or any   
successor form);                                                                

3. from a non-U.S. holder that is classified as a partnership for U.S.    
federal income tax purposes, a duly completed and executed IRS Form W-8IMY (or  
any successor form) with all supporting documentation (as specified in the U.S. 
Treasury Regulations) required to substantiate exemptions from withholding on   
behalf of its partners; certain partnerships may enter into agreements with the 
IRS providing for different documentation requirements and it is recommended    
that such partnerships consult their tax advisors with respect to these         
certification rules;                                                            

   4. from a non-U.S. holder that is an intermediary (i.e., a person acting as a
custodian, a broker, nominee or otherwise as an agent for the beneficial owner  
of an Offered Certificate):                                                     

        (a) if the intermediary is a "qualified intermediary" within the meaning
    of section 1.1441-1(e)(5)(ii) of the U.S. Treasury Regulations (a "qualified
intermediary"), a duly completed and executed IRS Form W-8IMY (or any   
successor or substitute form)--                                         

       (i) stating the name, permanent residence address and qualified
intermediary employer identification number of the qualified    
  intermediary and the country under the laws of which the qualified
intermediary is created, incorporated or governed,              

        (ii) certifying that the qualified intermediary has provided, or
will provide, a withholding statement as required under section 
1.1441-1(e)(5)(v) of the U.S. Treasury Regulations,             

            (iii) certifying that, with respect to accounts it identifies on its
       withholding statement, the qualified intermediary is not acting for its
own account but is acting as a qualified intermediary, and      

           (iv) providing any other information, certifications, or statements
        that may be required by the IRS Form W-8IMY or accompanying instructions
 in addition to, or in lieu of, the information and certifications
        described in section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S.
Treasury Regulations; or                                        

        (b) if the intermediary is not a qualified intermediary (a "nonqualified
intermediary"), a duly completed and executed IRS Form W-8IMY (or any   
successor or substitute form)--                                         

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   (i) stating the name and permanent residence address of the
     nonqualified intermediary and the country under the laws of which the
nonqualified intermediary is created, incorporated or governed, 

            (ii) certifying that the nonqualified intermediary is not acting for
its own account,                                                

            (iii) certifying that the nonqualified intermediary has provided, or
 will provide, a withholding statement that is associated with the
     appropriate IRS Forms W-8 and W-9 required to substantiate exemptions
from withholding on behalf of such nonqualified intermediary's  
beneficial owners, and                                          

          (iv) providing any other information, certifications or statements
        that may be required by the IRS Form W-8IMY or accompanying instructions
   in addition to, or in lieu of, the information, certifications, and
       statements described in section 1.1441-1(e)(3)(iii) or (iv) of the U.S.
Treasury Regulations; or                                        

  5. from a non-U.S. holder that is a trust, depending on whether the trust is
classified for U.S. federal income tax purposes as the beneficial owner of the  
Offered Certificate, either an IRS Form W-8BEN or W-8IMY; any non-U.S. holder   
that is a trust should consult its tax advisors to determine which of these     
forms it should provide.                                                        

All non-U.S. holders will be required to update the above-listed forms and
any supporting documentation in accordance with the requirements under the U.S. 
Treasury Regulations. These forms generally remain in effect for a period       
starting on the date the form is signed and ending on the last day of the third 
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if      
furnished with a taxpayer identification number, remains in effect until the    
status of the beneficial owner changes, or a change in circumstances makes any  
information on the form incorrect.                                              

      In addition, all holders, including holders that are U.S. persons, holding
book-entry certificates through Clearstream, societe anonyme, Euroclear or DTC  
may be subject to backup withholding unless the holder--                        

              (i) provides the appropriate IRS Form W-8 (or any successor or
         substitute form), duly completed and executed, if the holder is a
non-U.S. holder;                                        

                (ii) provides a duly completed and executed IRS Form W-9, if the
holder is a U.S. person; or                             

                (iii) can be treated as an "exempt recipient" within the meaning
      of section 1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations
        (e.g., a corporation or a financial institution such as a bank).

   This summary does not deal with all of the aspects of U.S. federal income tax
withholding or backup withholding that may be relevant to investors that are    
non-U.S. holders. Such holders are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of book-entry        
certificates.                                                                   

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ANNEX II

 CLASS A-1 INTEREST RATE CORRIDOR STRIKE
RATE AND NOTIONAL AMOUNT AMORTIZATION SCHEDULE

1                       
2                       
3                       
4                       
5                       
6                       
7                       
8                       
9                       
10                        
11                        
12                        
13                        
14                        
15                        
16                        
17                        
18                        
19                        
20                        
21                        
22                        
23                        

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

* Subject to adjustment in accordance with the Modified Following Business Day  
Convention                                                                      

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 ANNEX III

 CLASS A-2 INTEREST RATE CORRIDOR STRIKE
RATE AND NOTIONAL AMOUNT AMORTIZATION SCHEDULE

                 Class A-2
Distribution      Interest Rate 
   Period        Corridor Strike
(months)          Rate (%)  
------------     ---------------
1                     
2                     
3                     
4                     
5                     
6                     
7                     
8                     
9                     
10                      
11                      
12                      
13                      
14                      
15                      
16                      
17                      
18                      
19                      
20                      
21                      
22                      
23                      

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ANNEX IV

 SUBORDINATE
 INTEREST RATE CORRIDOR STRIKE
 RATE SCHEDULE

                   Subordinate
 Distribution      Interest Rate
     Period        Corridor Strike
(months)          Rate (%)
  -------------    ---------------
1                   
2                   
3                   
4                   
5                   
6                   
7                   
8                   
9                   
10                    
11                    
12                    
13                    
14                    
15                    
16                    
17                    
18                    
19                    
20                    
21                    
22                    
23                    
24                    
25                    
26                    
27                    
28                    
29                    
30                    
31                    
32                    
33                    
34                    

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SCHEDULE A

STRUCTURAL AND COLLATERAL TERM SHEET

GSAMP 2005-WMC3 TERM SHEET

 IMPORTANT NOTICE REGARDING THE CONDITIONS
FOR THIS OFFERING OF ASSET-BACKED SECURITIES

The asset-backed securities referred to in these materials are being offered    
when, as and if issued. In particular, you are advised that asset-backed        
securities, and the asset pools backing them, are subject to modification or    
revision (including, among other things, the possibility that one or more       
classes of securities may be split, combined or eliminated), at any time prior  
to issuance or availability of a final prospectus. As a result, you may commit  
to purchase securities that have characteristics that may change, and you are   
advised that all or a portion of the securities may not be issued that have the 
characteristics described in these materials. Our obligation to sell securities 
to you is conditioned on the securities having the characteristics described in 
these materials. If we determine that condition is not satisfied in any material
respect, we will notify you, and neither the issuer nor the underwriter will    
have any obligation to you to deliver all or any portion of the securities which
you have committed to purchase, and there will be no liability between us as a  
consequence of the non-delivery.                                                

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The Depositor has filed a registration statement (including the prospectus (the 
"Prospectus")) with the SEC for the offering to which this communication        
relates. Before you invest, you should read the Prospectus in the registration  
statement and other documents the Depositor has filed with the SEC for more     
complete information about the Depositor, the issuing trust and this offering.  
You may get these documents for free by visiting EDGAR on the SEC website at    
www.sec.gov. Alternatively, the Depositor or Goldman, Sachs & Co., the          
underwriter, for this offering will arrange to send you the Prospectus if you   
request it by calling toll-free 1-800-323-5678.                                 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AT THE BOTTOM OF THE  
EMAIL COMMUNICATION TO WHICH THIS FREE WRITING PROSPECTUS IS ATTACHED RELATING  
TO (1) THESE MATERIALS NOT CONSTITUTING AN OFFER (OR A SOLICITATION OF AN       
OFFER), (2) NO REPRESENTATION THAT THESE MATERIALS ARE ACCURATE OR COMPLETE AND 
MAY NOT BE UPDATED OR (3) THESE MATERIALS POSSIBLY BEING CONFIDENTIAL ARE NOT   
APPLICABLE TO THESE MATERIALS AND SHOULD BE DISREGARDED. SUCH LEGENDS,          
DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF   
THESE MATERIALS HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM.               

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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$682,952,000
 Approximate(1)(4)

 GSAMP 2005-WMC3
 GS Mortgage Securities Corp., Depositor
Mortgage Pass-Through Certificates

Overview of the Offered Certificates                                            

                                                        [Enlarge/Download Table]

                                             Initial                                          
                Approximate    Expected       Pass-      Estimated   Principal                
                 Principal      Credit       Through     Avg. Life    Payment     S&P/ Moody's
Certificates   Balance(1) (4)  Support       Rate(5)     (yrs)(2)   Window(2)(3)    Ratings   
------------   --------------  --------   -------------  ---------  ------------  ------------
                                                                                              
A-1A             $238,482,000     24.00%  LIBOR + [__]%       2.04  01/06-02/12    AAA / Aaa  
A-1B              $26,498,000     24.00%  LIBOR + [__]%       2.04  01/06-02/12    AAA / Aaa  
A-2A             $160,560,000     24.00%  LIBOR + [__]%       1.00  01/06-10/07    AAA / Aaa  
A-2B             $122,917,000     24.00%  LIBOR + [__]%       3.00  10/07-02/12    AAA / Aaa  
A-2C              $12,368,000     24.00%  LIBOR + [__]%       6.16  02/12-02/12    AAA / Aaa  
M-1               $52,393,000     16.90%  LIBOR + [__]%       4.72  09/09-02/12    AA+ / Aa2  
M-2               $15,128,000     14.85%  LIBOR + [__]%       4.51  07/09-02/12     AA / Aa3  
M-3               $26,196,000     11.30%  LIBOR + [__]%       4.43  05/09-02/12     AA- / A2  
M-4               $11,438,000      9.75%  LIBOR + [__]%       4.37  04/09-02/12     A+ / A3   
M-5               $10,331,000      8.35%  LIBOR + [__]%       4.35  04/09-02/12     A / Baa1  
M-6                $6,641,000      7.45%  LIBOR + [__]%       4.32  03/09-02/12    A- / Baa2  
Total            $682,952,000                                                                 


Non-Offered Certificates                                                                      

                                                                                              
B-1                $8,486,000      6.30%  LIBOR + [__]%     N/A         N/A           N/A     
B-2                $7,011,000      5.35%  LIBOR + [__]%     N/A         N/A           N/A     
B-3                $7,379,000      4.35%  LIBOR + [__]%     N/A         N/A           N/A     

(1)   The principal balances of the Offered Certificates are calculated using   
the scheduled principal balances of the Mortgage Loans as of the    
Statistical Calculation Date rolled 1 month at 8% CPR.              

(2)   Assuming payment based on the pricing speeds outlined in "Key Terms -     
Pricing Prepayment Assumption" and to a 10% Clean-up Call on all    
Certificates.                                                       

(3)   The last scheduled distribution date for the Certificates is the          
Distribution Date in December 2035.                                 

(4)   The initial aggregate principal balance of the Offered Certificates will  
      be subject to an upward or downward variance of no more than approximately
5%.                                                                 

(5)   See the "Structure of the LIBOR Certificates" section of this Term Sheet  
for more information on the pass-through rates of the Offered       
Certificates.                                                       

Selected Mortgage Pool Data(6)                                                  

                                                        [Enlarge/Download Table]

                                                             Group I                          Group II                           
                                                  ------------------------------   ------------------------------                
                                                  Adjustable Rate    Fixed Rate    Adjustable Rate    Fixed Rate     Aggregate   
                                                  ---------------    -----------   ---------------    -----------   ------------ 
                                                                                                                                 
Scheduled Principal Balance:                         $290,557,033    $60,716,292      $320,482,654    $71,675,231   $743,431,210 
Number of Loans                                             1,347            726               938            798          3,809 
Average Scheduled Principal Balance:                     $215,707        $83,631          $341,666        $89,819       $195,178 
Weighted Average Gross Coupon:                              6.975%         8.759%            6.927%         9.237%         7.318%
Weighted Average Net Coupon(7):                             6.465%         8.249%            6.417%         8.727%         6.808%
Weighted Average Current FICO Score:                          633            649               640            659            640 
Weighted Average Original LTV Ratio(8):                     80.04%         48.51%            81.22%         35.85%         73.71%
Weighted Average Combined Original LTV Ratio(8):            80.04%         88.81%            81.22%         91.89%         82.41%
Weighted Average Std. Remaining Term (months):                359            260               359            230            338 
Weighted Average Seasoning (months):                            1              1                 1              1              1 
Weighted Average Months to Roll(9):                            25              0                26              0             25 
Weighted Average Gross Margin(9):                            6.32%          0.00%             6.48%          0.00%          6.40%
Weighted Average Initial Rate Cap(9):                        2.99%          0.00%             3.03%          0.00%          3.01%
Weighted Average Periodic Rate Cap(9):                       1.00%          0.00%             1.00%          0.00%          1.00%
Weighted Average Gross Max. Lifetime Rate(9):               13.48%          0.00%            13.43%          0.00%         13.45%
Silent Seconds:                                              3.44%          1.00%             3.81%          0.43%          3.11%

(6)   All percentages calculated herein are percentages of scheduled principal  
  balance unless otherwise noted as of the Statistical Calculation Date.

(7)   The Weighted Average Net Coupon is equivalent to the Weighted Average     
Gross Coupon less Servicing Fee Rate and Trustee Fee Rate.          

(8)   Calculated using Original LTV with respect to first lien loans and        
Combined Original LTV with respect to second lien loans.            

(9)   Represents the weighted average of the adjustable rate mortgage loans in  
the related loan group or loan groups.                              

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Features of the Transaction                                                     

o     The mortgage loans in the transaction consist of sub-prime fixed and      
  adjustable rate, first and second lien residential mortgage loans (the
   "Mortgage Loans") originated or acquired by WMC Mortgage Corp. ("WMC").

o     Credit support for the Certificates will be provided through a            
     senior/subordinate structure, initial and target overcollateralization of
4.35%, and excess spread.                                           

o     The Mortgage Loans will be serviced by Litton Loan Servicing LP           
("Litton").                                                         

o     None of the Mortgage Loans are (a) covered by the Home Ownership and      
    Equity Protection Act of 1994, as amended, (b) classified as "high cost"
loans under any other applicable state, federal or local law, or (c)
secured by a property in the state of Georgia and originated between
October 1, 2002 and March 7, 2003.                                  

o     The transaction will be modeled on INTEX as "GSA05WM3" and on Bloomberg as
"GSAMP 05-WMC3."                                                    

o     This transaction will contain three one-month LIBOR interest rate corridor
agreements (the "Class A-1 Interest Rate Corridor", the "Class A-2  
      Interest Rate Corridor" and the "Subordinate Interest Rate Corridor"). The
      Class A-1 Interest Rate Corridor is available only to pay Basis Risk Carry
Forward Amounts pro rata by principal balance to the Class A-1      
   Certificates. The Class A-2 Interest Rate Corridor is available only to
     pay Basis Risk Carry Forward Amounts pro rata by principal balance to the
Class A-2 Certificates. The Subordinate Interest Rate Corridor is   
available only to pay Basis Risk Carry Forward Amounts pro rata by  
      principal balance to the Class M and Class B Certificates. (See Appendix A
for interest rate corridor details.)                                

o     The Offered Certificates will be registered under a registration statement
filed with the Securities and Exchange Commission.                  

Time Table                                                                      

Expected Closing Date:        December 28, 2005.                                

Cut-off Date:                 December 1, 2005.                                 

Statistical Calculation                                                         
Date:                         November 1, 2005.                                 

Expected Pricing Date:        On or before December 16, 2005.                   

First Distribution Date:      January 25, 2006.                                 

Key Terms                                                                       

Offered Certificates:         Class A, Class M-1, Class M-2, Class M-3, Class   
                      M-4, Class M-5 and Class M-6 Certificates.

Non-Offered                                                                     
Certificates:                 Class B-1, Class B-2 and Class B-3 Certificates.  

LIBOR Certificates:           Offered and Non-Offered Certificates.             

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

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

Class A Certificates          Class A-1 and Class A-2 Certificates.             

Class M Certificates:         Class M-1, Class M-2, Class M-3, Class M-4, Class 
           M-5 and Class M-6 Certificates.

Class B Certificates:         Class B-1, Class B-2 and Class B-3 Certificates.  

Depositor:                    GS Mortgage Securities Corp.                      

Lead Manager:                 Goldman, Sachs & Co.                              

Servicer:                     Litton Loan Servicing LP.                         

Trustee:                      Deutsche Bank National Trust Company.             

Servicing Fee Rate:           50 bps.                                           

Trustee Fee Rate:             No more than 1 bp.                                

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Expense Fee Rate:             The Servicing Fee Rate and the Trustee Fee Rate.  

Distribution Date:            25th day of the month or the following business   
day.                

Record Date:                  For any Distribution Date, the last business day  
           of the Interest Accrual Period.

Delay Days:                   0 day delay on all Certificates.                  

Prepayment Period:            The calendar month prior to the Distribution Date.

Due Period:                   The period commencing on the second day of the    
                           calendar month preceding the month in which the
                            Distribution Date occurs and ending on the first
                           day of the calendar month in which Distribution
Date occurs.        

Day Count:                    Actual/360 basis.                                 

Interest Accrual Period:      The prior Distribution Date to the day prior to   
                        the current Distribution Date except for the
                          initial accrual period for which interest will
         accrue from the Closing Date.

Pricing Prepayment                                                              
Assumption:                   Adjustable rate mortgage loans:                   

                            o     2/28s: CPR starting at 5% CPR in the first
                                  month of the mortgage loan (i.e. loan age)
                                 and increasing to 30% CPR in month 12 (an
                               approximate 2.273% increase per month),
                             remains at 30% CPR in months 13 - 24;
                                  increases to 60% CPR in months 25 - 27 and
                             decreasing to 35% CPR thereafter; and

                            o     3/27s: CPR starting at 5% CPR in the first
                                  month of the mortgage loan (i.e. loan age)
                                 and increasing to 30% CPR in month 12 (an
                               approximate 2.273% increase per month),
                             remains at 30% CPR in months 13 - 36;
                                  increases to 60% CPR in months 37 - 39 and
                         decreasing to 35% CPR thereafter.

                             Fixed rate mortgage loans: CPR starting at 5% CPR
                              in the first month of the mortgage loan (i.e. loan
                          age) and increasing to 24% CPR in month 12 (an
                       approximate 1.727% increase per month), and
            remaining at 24% CPR thereafter.

Mortgage Loans:               The trust will consist of sub-prime, fixed and    
                              adjustable rate, first and second lien residential
mortgage loans.     

Group I Mortgage Loans:       Approximately $351,273,325 of Mortgage Loans with 
                             original principal balances as of the Statistical
                         Calculation Date that conform to the original
                            principal balance limits for one- to four-family
                              residential mortgage loan guidelines set by Fannie
Mae or Freddie Mac. 

Group II Mortgage Loans:      Approximately $392,157,885 of Mortgage Loans with 
                             original principal balances as of the Statistical
                           Calculation Date that may or may not conform to
                             the original principal balance limits for one- to
                            four-family residential mortgage loan guidelines
          set Fannie Mae or Freddie Mac.

Excess Spread:                The initial weighted average net coupon of the    
                           mortgage pool will be greater than the interest
                              payments on the Offered Certificates, resulting in
                        excess cash flow calculated in the following
                    manner based on the collateral as of the
                            Statistical Calculation Date rolled one month at
8% CPR:             

                              Initial Gross WAC(1):                      7.3180%
                                 Less Expense Fee Rate(2):               0.5100%
                                                                        ------
                              Net WAC(1):                                6.8080%
                Less Initial LIBOR Certificate
                                    Coupon (Approx.)(3):                 4.2143%
                                                                        ------
                              Initial Excess Spread(1):                  2.5937%

                            (1)   This amount will vary on each Distribution
                             Date based on changes to the weighted
                            average of the interest rates on the
                                    Mortgage Loans as well as any changes in day
count.  

                             (2)   Includes the Servicing Fee Rate and Trustee
 Fee Rate.

                             (3)   Assumes 1-month LIBOR equal to 4.36190% and
                                   initial marketing spreads. This amount will
                               vary on each Distribution Date based on
                              changes to the weighted average of the
                                    pass-through rates on the LIBOR Certificates
                            as well as any changes in day count.

Servicer Advancing:           Yes as to principal and interest, subject to      
recoverability.     

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Compensating Interest:        The Servicer will pay compensating interest up to 
                             the lesser of (A) the aggregate of the prepayment
                             interest shortfalls on the Mortgage Loans for the
                              related Distribution Date resulting from principal
                        prepayments on the Mortgage Loans during the
                             related Prepayment Period and (B) one-half of the
                            aggregate Servicing Fee received by the Servicer
       for that Distribution Date.

Interest Rate Corridor                                                          
Provider                      Goldman Sachs Capital Markets, L.P. The short-term
                              unsecured debt obligations of the guarantor of the
                             Corridor Provider, The Goldman Sachs Group, Inc.,
                         are rated "P-1" by Moody's Investors Service,
                             Inc., "A-1" by Standard & Poor's Ratings Services
                     and "F1+" by Fitch Ratings. The long-term
                           unsecured debt obligations of the guarantor are
                            rated "Aa3" by Moody's, "A+" by S&P and "AA-" by
Fitch.              

Optional Clean-up Call:       The transaction has a 10% optional clean-up call. 

Rating Agencies:              Standard & Poor's Ratings Services, a division of 
                       The McGraw-Hill Companies, Inc. and Moody's
                        Investors Service, Inc. will rate all of the
 Offered Certificates.

Minimum Denomination:         $25,000 with regard to each of the Offered        
Certificates.       

Legal Investment:             The Certificates will not be SMMEA eligible.      

ERISA Eligible:               Underwriter's exemption is expected to apply to   
                          all Offered Certificates. However, prospective
                        purchasers should consult their own counsel.

Tax Treatment:                All Offered Certificates represent REMIC regular  
                            interests and, to a limited extent, interests in
                        certain notional principal contract payments
                            including basis risk interest carryover payments
                     pursuant to the payment priorities in the
                             transaction; which interest in certain basis risk
                           interest carryover payments will be treated for
                          tax purposes as an interest rate cap contract.

Prospectus:                   The Offered Certificates will be offered pursuant 
                        to a prospectus supplemented by a prospectus
                             supplement (together, the "Prospectus"). Complete
                   information with respect to the Offered
                              Certificates and the collateral securing them will
                           be contained in the Prospectus. The information
                      herein is qualified in its entirety by the
                           information appearing in the Prospectus. To the
                              extent that the information herein is inconsistent
                            with the Prospectus, the Prospectus shall govern
                              in all respects. Sales of the Offered Certificates
                           may not be consummated unless the purchaser has
    received the Prospectus.

                             PLEASE SEE "RISK FACTORS" IN THE PROSPECTUS FOR A
                     DESCRIPTION OF INFORMATION THAT SHOULD BE
                              CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
 OFFERED CERTIFICATES.

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Structure of the LIBOR Certificates                                             

Description of Principal and Interest Distributions                             

Principal will be paid as described under the definition of "Principal          
Distributions on the LIBOR Certificates". Prior to the Step-down Date all       
principal collected or advanced on the Mortgage Loans will be paid to the LIBOR 
Certificates as described herein. On or after the Step-down Date, so long as no 
Trigger Event is in effect, the LIBOR Certificates will be paid, in order of    
seniority, principal only to the extent necessary to maintain their credit      
enhancement target. Excess interest will be available to support the            
overcollateralization target (which is one component of the credit support      
available to the certificateholders).                                           

Interest will be paid monthly, on all of the LIBOR Certificates, at a rate of   
one month LIBOR plus a margin that will step up after the Optional Clean-up Call
date, subject to the WAC Cap or applicable loan group cap. The interest paid to 
each class will be reduced by prepayment interest shortfalls not covered by     
compensating interest and shortfalls resulting from the application of the      
Servicemembers Civil Relief Act, (or any similar state statute) allocated to    
such class. Any reductions in the Pass-Through Rate attributable to the WAC Cap 
or applicable loan group cap will be carried forward with interest at the       
applicable Pass-Through Rate (without regard to the WAC Cap or applicable loan  
group cap) as described below and will be payable after payment of all required 
principal payments on such future Distribution Dates.                           

Definitions                                                                     

Credit Enhancement. The LIBOR Certificates are credit enhanced by (1) the Net   
Monthly Excess Cash Flow from the Mortgage Loans, (2) 4.35%                     
overcollateralization (funded upfront) (after the Step-down Date, so long as a  
Trigger Event is not in effect, the required overcollateralization will equal   
8.70% of the aggregate scheduled principal balance of the Mortgage Loans as of  
the last day of the related Due Period, subject to a floor equal to 0.50% of the
aggregate initial balance of the Mortgage Loans as of the Cut-off Date), and (3)
subordination of distributions on the more subordinate classes of certificates  
to the required distributions on the more senior classes of certificates.       

Credit Enhancement Percentage. For any Distribution Date, the percentage        
obtained by dividing (x) the aggregate class certificate balance of the         
subordinate certificates (including any overcollateralization and taking into   
account the distributions of the Principal Distribution Amount for such         
Distribution Date) by (y) the aggregate scheduled principal balance of the      
Mortgage Loans as of the last day of the related Due Period.                    

Step-Down Date. The earlier of (A) the date on which the aggregate of the class 
certificate balances of the Class A Certificates have been reduced to zero and  
(B) the later to occur of:                                                      

(x)   the Distribution Date occurring in January 2009; and                      

(y)   the first Distribution Date on which the Credit Enhancement Percentage for
the Class A Certificates is greater than or equal to 48.00%.        

Class   Initial Credit Enhancement Percentage(1)   Step-Down Date Percentage    
-----   ----------------------------------------   -------------------------    
A                      24.00%                             48.00%            
M-1                     16.90%                             33.80%             
M-2                     14.85%                             29.70%             
M-3                     11.30%                             22.60%             
M-4                     9.75%                              19.50%             
M-5                     8.35%                              16.70%             
M-6                     7.45%                              14.90%             
B-1                     6.30%                              12.60%             
B-2                     5.35%                              10.70%             
B-3                     4.35%                               8.70%             

(1)   Includes overcollateralization percentage.                                

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Trigger Event. A Trigger Event is in effect on any Distribution Date if (i) on  
that Distribution Date the 60 Day+ Rolling Average equals or exceeds 33.00% of  
the prior period's senior Credit Enhancement Percentage to be specified in the  
Prospectus (the 60 Day+ Rolling Average will equal the rolling 3 month average  
percentage of Mortgage Loans that are 60 or more days delinquent) or (ii) during
such period, aggregate amount of realized losses incurred since the Cut-off Date
through the last day of the related Prepayment Period divided by the aggregate  
scheduled principal balance of the Mortgage Loans as of the Cut-off Date (the   
"Cumulative Realized Loss Percentage") exceeds the amounts set forth below:     

Distribution Dates                 Cumulative Realized Loss Percentage
-----------------------------       --------------------------------------------

December 2007 - November 2008       1.40% for the first month, plus an          
                                 additional 1/12th of 1.70% for each month
  thereafter

December 2008 - November 2009       3.10% for the first month, plus an          
                                 additional 1/12th of 1.70% for each month
  thereafter

December 2009 - November 2010       4.80% for the first month, plus an          
                                 additional 1/12th of 1.40% for each month
  thereafter

December 2010 - November 2011       6.20% for the first month, plus an          
                                 additional 1/12th of 0.70% for each month
  thereafter

December 2011 and thereafter        6.90%                                       

Group I Sequential Trigger. A Group I Sequential Trigger Event is in effect on  
any Distribution Date before the 25th Distribution Date, if the aggregate amount
of Realized Losses incurred since the Cut-off Date through the last day of the  
related Prepayment Period divided by the aggregate Stated Principal Balance of  
the Mortgage Loans as of the Cut-off Date exceeds 1.40%, or, on or after the    
25th Distribution Date, if a Trigger Event is in effect.                        

Step-Up Coupons. For all LIBOR Certificates the coupon will increase after the  
first Distribution Date on which the Optional Clean-up Call is exercisable,     
should the call not be exercised. The margin for the Class A Certificates will  
increase to 2 times the margin at issuance and the margin for the Class M and   
Class B Certificates will increase to 1.5 times the margin at issuance.         

Class A-1A Pass-Through Rate. The Class A-1A Certificates will accrue interest  
at a variable rate equal to the least of (i) one-month LIBOR plus [__]% ([__]%  
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable), (ii) the Loan Group I WAC Cap and (iii) the WAC Cap.              

Class A-1B Pass-Through Rate. The Class A-1B Certificates will accrue interest  
at a variable rate equal to the least of (i) one-month LIBOR plus [__]% ([__]%  
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable, (ii) the Loan Group I WAC Cap and (iii) the WAC Cap.               

Class A-2A Pass-Through Rate. The Class A-2A Certificates will accrue interest  
at a variable rate equal to the least of (i) one-month LIBOR plus [__]% ([__]%  
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable), (ii) the Loan Group II WAC Cap and (iii) the WAC Cap.             

Class A-2B Pass-Through Rate. The Class A-2B Certificates will accrue interest  
at a variable rate equal to the least of (i) one-month LIBOR plus [__]% ([__]%  
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable), (ii) the Loan Group II WAC Cap and (iii) the WAC Cap.             

Class A-2C Pass-Through Rate. The Class A-2C Certificates will accrue interest  
at a variable rate equal to the least of (i) one-month LIBOR plus [__]% ([__]%  
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable), (ii) the Loan Group II WAC Cap and (iii) the WAC Cap.             

Class M-1 Pass-Through Rate. The Class M-1 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

Class M-2 Pass-Through Rate. The Class M-2 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

Class M-3 Pass-Through Rate. The Class M-3 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Class M-4 Pass-Through Rate. The Class M-4 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

Class M-5 Pass-Through Rate. The Class M-5 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

Class M-6 Pass-Through Rate. The Class M-6 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

Class B-1 Pass-Through Rate. The Class B-1 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

Class B-2 Pass-Through Rate. The Class B-2 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

Class B-3 Pass-Through Rate. The Class B-3 Certificates will accrue interest at 
a variable rate equal to the lesser of (i) one-month LIBOR plus [__]% ([__]%    
after the first Distribution Date on which the Optional Clean-up Call is        
exercisable) and (ii) the WAC Cap.                                              

WAC Cap. As to any Distribution Date, a per annum rate equal to the product of  
(i) 30 divided by the actual number of days in the Interest Accrual Period and  
(ii) the weighted average gross coupon of the Mortgage Loans in effect on the   
beginning of the related Due Period less the Expense Fee Rate.                  

Loan Group I WAC Cap. As to any Distribution Date, a per annum rate equal to the
product of (i) 30 divided by the actual number of days in the Interest Accrual  
Period and (ii) the sum of (A) the weighted average gross coupon of the Group I 
Mortgage Loans in effect on the beginning of the related Due Period less the    
Expense Fee Rate.                                                               

Loan Group II WAC Cap. As to any Distribution Date, a per annum rate equal to   
the product of (i) 30 divided by the actual number of days in the Interest      
Accrual Period and (ii) the sum of (A) the weighted average gross coupon of the 
Group II Mortgage Loans in effect on the beginning of the related Due Period    
less the Expense Fee Rate.                                                      

Basis Risk Carry Forward Amount. As to any Distribution Date, and any class of  
LIBOR Certificates, the supplemental interest amount for each class will equal  
the sum of: (i) the excess, if any, of interest that would otherwise be due on  
such class of Certificates at such Certificates' applicable pass-through rate   
(without regard to the related WAC Cap or applicable loan group cap) over       
interest due on such class of Certificates at a rate equal to their capped      
pass-through rate, (ii) any Basis Risk Carry Forward Amount for such class      
remaining unpaid from prior Distribution Dates and (iii) interest on the amount 
in clause (ii) at such Certificates' applicable pass-through rate (without      
regard to the related WAC Cap or applicable loan group cap).                    

Accrued Certificate Interest. For any Distribution Date and each class of LIBOR 
Certificates, equals the amount of interest accrued during the related Interest 
Accrual Period on the related class certificate balance immediately prior to    
such Distribution Date (or the Closing Date in the case of the first            
Distribution Date) at the related pass-through rate, as reduced by any          
prepayment interest shortfalls and any shortfalls resulting from the application
of the Servicemembers Civil Relief Act (or any similar state statutes).         

Interest Remittance Amount on the LIBOR Certificates. For any Distribution Date,
the portion of funds available for distribution on such Distribution Date       
attributable to interest received or advanced on the Mortgage Loans less the    
servicing fees and the trustee fees.                                            

Principal Distribution Amount on the LIBOR Certificates. On any Distribution    
Date, the sum of (i) the Basic Principal Distribution Amount and (ii) the Extra 
Principal Distribution Amount.                                                  

Basic Principal Distribution Amount. On any Distribution Date, the excess of (i)
the aggregate Principal Remittance Amount over (ii) the Excess Subordinated     
Amount, if any.                                                                 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Extra Principal Distribution Amount. For any Distribution Date, the lesser of   
(i) the excess of (x) interest collected or advanced on the Mortgage Loans      
during the related Due Period (less servicing fees and trustee fees) and        
available for distribution on such Distribution Date, over (y) the sum of       
interest payable on the LIBOR Certificates on such Distribution Date and (ii)   
the overcollateralization deficiency amount for such Distribution Date.         

Group I Principal Distribution Amount. On any Distribution Date, the portion of 
the Class A Principal Distribution Amount attributable to the Group I Mortgage  
Loans, determined in accordance with the Class A Principal Allocation Percentage
for the Class A-1 Certificates.                                                 

Group II Principal Distribution Amount. On any Distribution Date, the portion of
the Class A Principal Distribution Amount attributable to the Group II Mortgage 
Loans, determined in accordance with the Class A Principal Allocation Percentage
for the Class A-2 Certificates.                                                 

Group I Principal Distribution Allocation. Any principal distributions allocated
to the Class A-1 Certificates are required to be distributed pro rata among the 
Class A-1A and Class A-1B Certificates, with the exception that if a Group I    
Sequential Trigger Event is in effect, principal distributions to the Class A-1 
Certificates will be allocated first to the Class A-1A Certificates, until their
class certificate balance has been reduced to zero, and then to the Class A-1B  
Certificates, until their class certificate balance has been reduced to zero.   

Class A Principal Allocation Percentage. For any Distribution Date, the         
percentage equivalent of a fraction, determined as follows: (i) in the case of  
the Class A-1A and Class A-1B Certificates, the numerator of which is (x) the   
portion of the Principal Remittance Amount for such Distribution Date that is   
attributable to principal received or advanced on the Group I Mortgage Loans and
the denominator of which is (y) the Principal Remittance Amount for such        
Distribution Date; and (ii) in the case of the Class A-2A, Class A-2B and Class 
A-2C Certificates, the numerator of which is (x) the portion of the Principal   
Remittance Amount for such Distribution Date that is attributable to principal  
received or advanced on the Group II Mortgage Loans and the denominator of which
is (y) the Principal Remittance Amount for such Distribution Date.              

Principal Remittance Amount. On any Distribution Date, the sum of               

(i)   all scheduled payments of principal due during the related Due Period and 
     received by the Servicer on or prior to the related determination date or
advanced by the Servicer for the related servicer remittance date,  

(ii)  the principal portion of all partial and full prepayments received during 
the related prepayment period,                                      

(iii) the principal portion of all net liquidation proceeds, net condemnation   
      proceeds and net insurance proceeds received during the month prior to the
month during which such Distribution Date occurs,                   

(iv)  the principal portion of the repurchase price for any repurchase price for
any repurchased Mortgage Loans, and that were repurchased during the
    period from the servicer remittance date prior to the prior Distribution
      Date (or from the Closing Date in the case of the first Distribution Date)
  through the servicer remittance date prior to the current Distribution
Date,                                                               

(v)   the principal portion of substitution adjustments received in connection  
      with the substitution of a Mortgage Loan as of such Distribution Date, and

(vi)  the principal portion of the termination price if the Optional Clean-up   
Call is exercised.                                                  

Net Monthly Excess Cashflow. For any Distribution Date is the amount of         
available funds for such Distribution Date remaining after making all payments  
of interest and principal to the certificates.                                  

Extra Principal Distribution Amount. For any Distribution Date, the lesser of   
(i) the excess of (x) interest collected or advanced on the Mortgage Loans      
during the related Due Period (less servicing fees and trustee fees) and        
available for distribution on such Distribution Date, over (y) the sum of       
interest payable on the LIBOR Certificates on such Distribution Date and (ii)   
the overcollateralization deficiency amount for such Distribution Date.         

Excess Subordinated Amount. For any Distribution Date, means the excess, if any 
of (i) the actual overcollateralization, and (ii) the required                  
overcollateralization for such Distribution Date.                               

Class A Principal Distribution Amount. An amount equal to the excess of: (x) the
aggregate class certificate balance of the Class A Certificates immediately     
prior to such Distribution Date, over (y) the lesser of: (A) the product of (i) 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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approximately 52.00% and (ii) the aggregate scheduled principal balance of the  
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate scheduled principal balance of the Mortgage Loans for such            
Distribution Date over 0.50% of the aggregate scheduled principal balance of the
Mortgage Loans as of the Cut-off Date.                                          

Class M-1 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balances of the Class A         
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date) and (B) the class certificate    
balance of the Class M-1 Certificates immediately prior to such Distribution    
Date, over (y) the lesser of: (A) the product of (i) approximately 66.20% (ii)  
the aggregate scheduled principal balance of the Mortgage Loans for such        
Distribution Date, and (B) the excess, if any, of the aggregate scheduled       
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

Class M-2 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate Certificate Balances of the Class A Certificates  
(after taking into account the payment of the Class A Principal Distribution    
Amount on such Distribution Date), (B) the class certificate balance of the     
Class M-1 Certificates (after taking into account the payment of the Class M-1  
Principal Distribution Amount on such Distribution Date), and (C) the class     
certificate balance of the Class M-2 Certificates immediately prior to such     
Distribution Date, over (y) the lesser of: (A) the product of (i) approximately 
70.30% and (ii) the aggregate scheduled principal balance of the Mortgage Loans 
for such Distribution Date, and (B) the excess, if any, of the aggregate        
scheduled principal balance of the Mortgage Loans for such Distribution Date    
over 0.50% of the aggregate scheduled principal balance of the Mortgage Loans as
of the Cut-off Date.                                                            

Class M-3 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balances of the Class A         
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), and (D) the class certificate balance of the Class M-3      
Certificates immediately prior to such Distribution Date, over (y) the lesser   
of: (A) the product of (i) approximately 77.40% and (ii) the aggregate scheduled
principal balance of the Mortgage Loans for such Distribution Date, and (B) the 
excess, if any, of the aggregate scheduled principal balance of the Mortgage    
Loans for such Distribution Date over 0.50% of the aggregate scheduled principal
balance of the Mortgage Loans as of the Cut-off Date.                           

Class M-4 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balances of the Class A         
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), and (E) the class certificate   
balance of the Class M-4 Certificates immediately prior to such Distribution    
Date, over (y) the lesser of: (A) the product of (i) approximately 80.50% and   
(ii) the aggregate scheduled principal balance of the Mortgage Loans for such   
Distribution Date, and (B) the excess, if any, of the aggregate scheduled       
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

Class M-5 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balances of the Class A         
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date) and (F)  
the class certificate balance of the Class M-5 Certificates immediately prior to
such Distribution Date, over (y) the lesser of: (A) the product of (i)          
approximately 83.30% and (ii) the aggregate scheduled principal balance of the  
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate scheduled principal balance of the Mortgage Loans for such            
Distribution Date over 0.50% of the aggregate scheduled principal balance of the
Mortgage Loans as of the Cut-off Date.                                          

Class M-6 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balances of the Class A         
Certificates (after taking into account the payment of the Class A Principal    
Distribution                                                                    

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Amount on such Distribution Date), (B) the class certificate balance of the     
Class M-1 Certificates (after taking into account the payment of the Class M-1  
Principal Distribution Amount on such Distribution Date), (C) the class         
certificate balance of the Class M-2 Certificates (after taking into account the
payment of the Class M-2 Principal Distribution Amount on such Distribution     
Date), (D) the class certificate balance of the Class M-3 Certificates (after   
taking into account the payment of the Class M-3 Principal Distribution Amount  
on such Distribution Date), (E) the class certificate balance of the Class M-4  
Certificates (after taking into account the payment of the Class M-4 Principal  
Distribution Amount on such Distribution Date), (F) the class certificate       
balance of the Class M-5 Certificates (after taking into account the payment of 
the Class M-5 Principal Distribution Amount on such Distribution Date) and (G)  
the class certificate balance of the Class M-6 Certificates immediately prior to
such Distribution Date, over (y) the lesser of: (A) the product of (i)          
approximately 85.10% and (ii) the aggregate scheduled principal balance of the  
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate scheduled principal balance of the Mortgage Loans for such            
Distribution Date over 0.50% of the aggregate scheduled principal balance of the
Mortgage Loans as of the Cut-off Date.                                          

Class B-1 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balances of the Class A         
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the 
class certificate balance of the Class M-5 Certificates (after taking into      
account the payment of the Class M-5 Principal Distribution Amount on such      
Distribution Date), (G) the class certificate balance of the Class M-6          
Certificates (after taking into account the payment of the Class M-6 Principal  
Distribution Amount on such Distribution Date) and (H) the class certificate    
balance of the Class B-1 Certificates immediately prior to such Distribution    
Date, over (y) the lesser of: (A) the product of (i) approximately 87.40% and   
(ii) the aggregate scheduled principal balance of the Mortgage Loans for such   
Distribution Date, and (B) the excess, if any, of the aggregate scheduled       
principal balance of the Mortgage Loans for such Distribution Date over 0.50% of
the aggregate scheduled principal balance of the Mortgage Loans as of the       
Cut-off Date.                                                                   

Class B-2 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balances of the Class A         
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the 
class certificate balance of the Class M-5 Certificates (after taking into      
account the payment of the Class M-5 Principal Distribution Amount on such      
Distribution Date), (G) the class certificate balance of the Class M-6          
Certificates (after taking into account the payment of the Class M-6 Principal  
Distribution Amount on such Distribution Date), (H) the class certificate       
balance of the Class B-1 Certificates (after taking into account the payment of 
the Class B-1 Principal Distribution Amount on such Distribution Date) and (I)  
the class certificate balance of the Class B-2 Certificates immediately prior to
such Distribution Date, over (y) the lesser of: (A) the product of (i)          
approximately 89.30% and (ii) the aggregate scheduled principal balance of the  
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate scheduled principal balance of the Mortgage Loans for such            
Distribution Date over 0.50% of the aggregate scheduled principal balance of the
Mortgage Loans as of the Cut-off Date.                                          

Class B-3 Principal Distribution Amount. An amount equal to the excess of: (x)  
the sum of: (A) the aggregate class certificate balances of the Class A         
Certificates (after taking into account the payment of the Class A Principal    
Distribution Amount on such Distribution Date), (B) the class certificate       
balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
class certificate balance of the Class M-2 Certificates (after taking into      
account the payment of the Class M-2 Principal Distribution Amount on such      
Distribution Date), (D) the class certificate balance of the Class M-3          
Certificates (after taking into account the payment of the Class M-3 Principal  
Distribution Amount on such Distribution Date), (E) the class certificate       
balance of the Class M-4 Certificates (after taking into account the payment of 
the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the 
class certificate balance of the Class M-5 Certificates (after taking into      
account the payment of the Class M-5 Principal Distribution Amount on such      
Distribution Date), (G) the class certificate balance of the Class M-6          
Certificates (after taking into account the payment of the Class M-6 Principal  
Distribution Amount on such Distribution Date), (H) the class certificate       
balance of the Class B-1 Certificates (after taking into account the payment of 
the Class B-1 Principal Distribution Amount on such Distribution Date), (I) the 
class certificate balance of the Class B-2 Certificates (after taking into      
account the                                                                     

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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payment of the Class B-2 Principal Distribution Amount on such Distribution     
Date) and (J) the class certificate balance of the Class B-3 Certificates       
immediately prior to such Distribution Date, over (y) the lesser of: (A) the    
product of (i) approximately 91.30% and (ii) the aggregate scheduled principal  
balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if
any, of the aggregate scheduled principal balance of the Mortgage Loans for such
Distribution Date over 0.50% of the aggregate scheduled principal balance of the
Mortgage Loans as of the Cut-off Date.                                          

Interest Distributions on the LIBOR Certificates. On each Distribution Date,    
distributions from available funds will be allocated as follows:                

(i) concurrently,                                                               

     (a)   from the Interest Remittance Amount related to the Group I Mortgage
           Loans, to the Class A-1A and Class A-1B Certificates, their Accrued
         Certificate Interest, and any unpaid Accrued Certificate Interest
           from prior Distribution Dates, allocated based on their entitlement
to those amounts; and                                   

      (b)   from the Interest Remittance Amount related to the Group II Mortgage
         Loans, to the Class A-2A, Class A-2B and Class A-2C Certificates,
  their Accrued Certificate Interest, and any unpaid Accrued
           Certificate Interest from prior Distribution Dates, allocated based
on their entitlement to those amounts,                  

provided, that if the Interest Remittance Amount for either group of
    Mortgage Loans is insufficient to make the related payments set forth in
   clause (a) or (b) above, any Interest Remittance Amount relating to the
     other group of Mortgage Loans remaining after making the related payments
set forth in clause (a) or (b) above will be available to cover that
shortfall;                                                          

(ii)  from any remaining Interest Remittance Amounts to the Class M             
   Certificates, sequentially, in ascending numerical order, their Accrued
Certificate Interest, and                                           

(iii) from any remaining Interest Remittance Amounts to the Class B             
   Certificates, sequentially, in ascending numerical order, their Accrued
Certificate Interest.                                               

Principal Distributions on the LIBOR Certificates.                              

On each Distribution Date (A) prior to the Step-down Date or (B) on which a     
Trigger Event is in effect, principal distributions from the Principal          
Distribution Amount will be allocated as follows:                               

(i)   concurrently,                                                             

   (a)   to the Class A-1 Certificates, the Group I Principal Distribution
            Amount, allocated between the Class A-1A and Class A-1B Certificates
        in accordance with the Group I Principal Distribution Allocation
         described above until the class certificate balances thereof have
been reduced to zero; and                               

    (b)   to the Class A-2 Certificates, the Group II Principal Distribution
         Amount, allocated sequentially, to the Class A-2A, Class A-2B and
         Class A-2C Certificates, in each case until the class certificate
balance thereof has been reduced to zero,               

      provided, that if after making distributions pursuant to paragraphs (i)(a)
    and (i)(b) above on any Distribution Date (without giving effect to this
proviso) the class certificate balance of any class of Class A      
      certificates is reduced to zero (considering the Class A-1A and Class A-1B
   certificates as one class and the Class A-2A, Class A-2B and Class A-2C
      certificates as one class for the purposes of this proviso only), then the
     remaining amount of principal distributable pursuant to subsection (i) to
 the Class A certificates on that Distribution Date, and the amount of
 principal distributable to the Class A Certificates on all subsequent
 Distribution Dates pursuant to subsection (i), will be required to be
   distributed to the other Class A Certificates remaining outstanding (in
  accordance with the paragraphs (i)(a) or (i)(b) above, as applicable),
  until their respective class certificate balances have been reduced to
zero;                                                               

(ii)  to the Class M Certificates, sequentially, in ascending numerical order,  
  until their respective class certificate balances have been reduced to
zero, and                                                           

(iii) to the Class B Certificates, sequentially, in ascending numerical order,  
  until their respective class certificate balances have been reduced to
zero.                                                               

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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On each Distribution Date (A) on or after the Step-down Date and (B) on which a 
Trigger Event is not in effect, the principal distributions from the Principal  
Distribution Amount will be allocated as follows:                               

(i)      concurrently,                                                          

         (a)   to the Class A-1 Certificates, the Group I Principal Distribution
     Amount, allocated between the Class A-1A and Class A-1B
   Certificates in accordance with the Group I Principal
     Distribution Allocation described above until the class
         certificate balances thereof have been reduced to zero; and

(b)   to the Class A-2 Certificates, the Group II Principal   
             Distribution Amount, allocated sequentially, to the Class A-2A,
             Class A-2B and Class A-2C Certificates, in each case, until the
         class certificate balance thereof has been reduced to zero,

         provided, that if after making distributions pursuant to paragraphs (a)
       and (b) above on any Distribution Date (without giving effect to this
proviso) the class certificate balance of any class of Class A
       Certificates is reduced to zero (considering the Class A-1A and Class
         A-1B Certificates as one class and the Class A-2A, Class A-2B and Class
        A-2C Certificates as one class for the purposes of this proviso only),
       then the remaining amount of principal distributable pursuant to this
       subsection (i) to the Class A Certificates on that Distribution Date,
       and the amount of principal distributable to the Class A Certificates
       on all subsequent Distribution Dates pursuant to this subsection (i),
      will be required to be distributed to the other Class A Certificates
     remaining outstanding (in accordance with the paragraphs (a) or (b)
         above, as applicable), until their class certificate balances have been
reduced to zero;                                              

(ii)     to the Class M-1 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class M-1 Principal Distribution Amount,
 until their class certificate balance has been reduced to zero,

(iii)    to the Class M-2 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class M-2 Principal Distribution Amount,
 until their class certificate balance has been reduced to zero,

(iv)     to the Class M-3 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class M-3 Principal Distribution Amount,
 until their class certificate balance has been reduced to zero,

(v)      to the Class M-4 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class M-4 Principal Distribution Amount,
 until their class certificate balance has been reduced to zero,

(vi)     to the Class M-5 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class M-5 Principal Distribution Amount,
 until their class certificate balance has been reduced to zero,

(vii)    to the Class M-6 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class M-6 Principal Distribution Amount,
 until their class certificate balance has been reduced to zero,

(viii)   to the Class B-1 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class B-1 Principal Distribution Amount,
 until their class certificate balance has been reduced to zero,

(ix)     to the Class B-2 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class B-2 Principal Distribution Amount,
     until their class certificate balance has been reduced to zero, and

(x)      to the Class B-3 Certificates, the lesser of the remaining Principal   
      Distribution Amount and the Class B-3 Principal Distribution Amount,
 until their class certificate balance has been reduced to zero.

Notwithstanding the allocation of principal to the Class A Certificates         
described above, from and after the Distribution Date on which the aggregate    
class certificate balances of the Class M-1, Class M-2, Class M-3, Class M-4,   
Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class X Certificates  
have been reduced to zero, any principal distributions allocated to the Class A 
Certificates are required to be allocated pro rata to the Class A-1             
Certificates, on the one hand, and the Class A-2 Certificates, on the other     
hand, based on their respective class certificate balances, with the principal  
allocated to the Class A-1 Certificates being allocated pro rata between the    
Class A-1A and Class A-1B Certificates and the principal allocated to the Class 
A-2 Certificates, being allocated pro rata between the Class A-2A, Class A-2B   
and Class A-2C Certificates.                                                    

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Allocation of Net Monthly Excess Cashflow. For any Distribution Date, any Net   
Monthly Excess Cashflow shall be paid as follows:                               

(i)   sequentially, in ascending numerical order, to the Class M Certificates,  
their unpaid interest shortfall amount,                             

(ii)  sequentially, in ascending numerical order, to the Class B Certificates,  
their unpaid interest shortfall amount,                             

(iii) to the Class A Certificates, Basis Risk Carry Forward Amount to the Class 
   A Certificates (in each case to the extent not covered by payments from
  the related Interest Rate Corridor) pro rata by their respective class
certificate balance, and                                            

(iv)  sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class    
     M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates any Basis
Risk Carry Forward Amount (in each case to the extent not covered by
payments from the related Interest Rate Corridor) for such classes. 

Interest Rate Corridor Payments. For any Distribution Date, payments from the   
Class A-1, Class A-2 and Subordinate Interest Rate Corridors shall be paid      
concurrently as follows:                                                        

   (a)   from any available Class A-1 Interest Rate Corridor payments, pro
            rata by class certificate balance, to the Class A-1 Certificates, up
       to their respective remaining Basis Risk Carry Forward Amounts,

   (b)   from any available Class A-2 Interest Rate Corridor payments, pro
         rata by class certificate balance, in each case, to the Class A-2
       Certificates, up to their respective remaining Basis Risk Carry
Forward Amounts, and                                    

     (c)   from any available Subordinate Interest Rate Corridor payments, pro
           rata by class certificate balance, in each case, to the Class M and
         Class B Certificates, up to their respective remaining Basis Risk
Carry Forward Amounts.                                  

Allocation of Realized Losses. All realized losses on the Mortgage Loans will be
allocated on each Distribution Date, first to the excess cash flow, second in   
reduction of the overcollateralization amount, third to the Class B-3           
Certificates, fourth to the Class B-2 Certificates, fifth to the Class B-1      
Certificates, sixth to the Class M-6 Certificates, seventh to the Class M-5     
Certificates, eighth to the Class M-4 Certificates, ninth to the Class M-3      
Certificates, tenth to the Class M-2 Certificates and eleventh to the Class M-1 
Certificates. An allocation of any realized losses to a class of certificates on
any Distribution Date will be made by reducing its class certificate balance,   
after taking into account all distributions made on such Distribution Date.     
Realized losses will not be allocated to Class A Certificates until the last    
scheduled Distribution Date.                                                    

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Remaining Prepayment Penalty Term by Product Type(1)                            

                                                        [Enlarge/Download Table]

Product                   No Penalty  1-12 Months  13-24 Months  25-36 Months  37-48 Months  49-60 Months         Total
----------------------  ------------  -----------  ------------  ------------  ------------  ------------  ------------
                                                                                                                       
10 YR ARM                   $815,233           $0            $0    $2,387,472            $0            $0    $3,202,705
10 YR ARM IO                       0            0             0       174,300             0             0       174,300
2 YR ARM                  82,649,516    4,616,301   101,496,827     1,934,913             0             0   190,697,557
2 YR ARM BALLOON 40/30    69,672,144   10,129,297   180,078,032       904,037             0             0   260,783,510
2 YR ARM IO               22,061,279    4,669,000    72,346,136       265,000             0             0    99,341,415
3 YR ARM                   6,640,144            0       938,525     5,789,764             0             0    13,368,433
3 YR ARM BALLOON 40/30     3,466,544      602,042     1,244,848     3,257,720             0             0     8,571,155
3 YR ARM IO                5,356,405            0       404,000     3,589,564             0             0     9,349,969
5 YR ARM                   1,914,866            0       855,364     3,784,761             0             0     6,554,991
5 YR ARM BALLOON 40/30     1,274,236      349,857       564,648     6,157,798             0             0     8,346,539
5 YR ARM IO                2,450,350            0       435,800     6,440,550             0             0     9,326,700
6 MO ARM                     230,320            0     1,092,093             0             0             0     1,322,413
FIXED                     15,320,297    3,309,080     2,511,872    20,142,178             0             0    41,283,428
FIXED BALLOON 30/15       35,085,369    2,633,619    41,340,524       753,730             0             0    79,813,243
FIXED BALLOON 40/30        1,719,073            0     5,147,961     4,427,818             0             0    11,294,852
----------------------  ------------  -----------  ------------  ------------  ------------  ------------  ------------
Total                   $248,655,777  $26,309,197  $408,456,631   $60,009,606            $0            $0  $743,431,210
======================  ============  ===========  ============  ============  ============  ============  ============

                                                        [Enlarge/Download Table]

Product                 No Penalty   1-12 Months   13-24 Months   25-36 Months   37-48 Months   49-60 Months 
----------------------  ----------   -----------   ------------   ------------   ------------   ------------ 
                                                                                                             
10 YR ARM                     0.11%         0.00%          0.00%          0.32%          0.00%          0.00%
10 YR ARM IO                  0.00          0.00           0.00           0.02           0.00           0.00 
2 YR ARM                     11.12          0.62          13.65           0.26           0.00           0.00 
2 YR ARM BALLOON 40/30        9.37          1.36          24.22           0.12           0.00           0.00 
2 YR ARM IO                   2.97          0.63           9.73           0.04           0.00           0.00 
3 YR ARM                      0.89          0.00           0.13           0.78           0.00           0.00 
3 YR ARM BALLOON 40/30        0.47          0.08           0.17           0.44           0.00           0.00 
3 YR ARM IO                   0.72          0.00           0.05           0.48           0.00           0.00 
5 YR ARM                      0.26          0.00           0.12           0.51           0.00           0.00 
5 YR ARM BALLOON 40/30        0.17          0.05           0.08           0.83           0.00           0.00 
5 YR ARM IO                   0.33          0.00           0.06           0.87           0.00           0.00 
6 MO ARM                      0.03          0.00           0.15           0.00           0.00           0.00 
FIXED                         2.06          0.45           0.34           2.71           0.00           0.00 
FIXED BALLOON 30/15           4.72          0.35           5.56           0.10           0.00           0.00 
FIXED BALLOON 40/30           0.23          0.00           0.69           0.60           0.00           0.00 
----------------------  ----------   -----------   ------------   ------------   ------------   ------------ 
Total                        33.45%         3.54%         54.94%          8.07%          0.00%          0.00%
======================  ==========   ===========   ============   ============   ============   ============ 

(1)   All percentages calculated herein are percentages of scheduled principal  
  balance of all of the Mortgage Loans as of the Statistical Calculation
Date unless otherwise noted.                                        

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Breakeven CDR Table for the Offered Subordinate Certificates                    

The assumptions for the breakeven CDR table below are as follows:               

o     The Pricing Prepayment Assumptions (as defined on page 3 above) are       
applied                                                             

o     1-month and 6-month Forward LIBOR curves as of December 9, 2005 are used  

o     40% loss severity                                                         

o     There is a 6 month lag in recoveries                                      

o     Priced to call with collateral losses calculated through the life of the  
applicable bond                                                     

o     Certificates are priced at par                                            

o     Assumes bonds pay on 25th of month                                        

                                                        [Enlarge/Download Table]

                                First Dollar of Loss          LIBOR Flat                0% Return        
                                ---------------------    ---------------------    ---------------------  
                                                                                                         
Class M-1  CDR (%)                              31.08                    31.51                    33.88  
           Yield (%)                           5.3058                   4.8513                   0.0214  
           WAL                                   3.41                     3.33                     3.19  
           Modified Duration                     3.09                     3.02                     3.01  
           Principal Window             May09 - May09            Apr09 - Apr09            Mar09 - Mar09  
           Principal Writedown        20,031.11 (0.04%)       867,055.57 (1.65%)    8,875,626.38 (16.94%)
           Total Collat Loss    144,128,944.19 (19.53%)  144,543,691.82 (19.59%)  151,543,311.11 (20.54%)

Class M-2  CDR (%)                              26.80                    27.02                    27.64  
           Yield (%)                           5.3425                   4.8580                   0.0510  
           WAL                                   3.66                     3.58                     3.55  
           Modified Duration                     3.29                     3.23                     3.29  
           Principal Window             Aug09 - Aug09            Jul09 - Jul09            Jul09 - Jul09  
           Principal Writedown        13,479.03 (0.09%)       295,281.96 (1.95%)    2,865,100.16 (18.94%)
           Total Collat Loss    131,324,812.69 (17.80%)  131,247,946.48 (17.79%)  133,592,295.16 (18.10%)

Class M-3  CDR (%)                              20.40                    20.65                    21.75  
           Yield (%)                           5.5372                   4.8452                   0.0408  
           WAL                                   4.08                     3.99                     3.83  
           Modified Duration                     3.61                     3.55                     3.55  
           Principal Window             Jan10 - Jan10            Dec09 - Dec09            Nov09 - Nov09  
           Principal Writedown        16,715.96 (0.06%)       803,056.54 (3.07%)    5,543,054.81 (21.16%)
           Total Collat Loss    109,126,782.87 (14.79%)  109,533,872.62 (14.84%)  113,508,747.76 (15.38%)

Class M-4  CDR (%)                              17.93                    18.01                    18.51  
           Yield (%)                           5.5988                   4.8474                   0.0868  
           WAL                                   4.24                     4.24                      4.1  
           Modified Duration                     3.73                     3.74                     3.74  
           Principal Window             Mar10 - Mar10            Mar10 - Mar10            Feb10 - Feb10  
           Principal Writedown        15,573.63 (0.14%)       416,028.79 (3.64%)    2,612,771.69 (22.84%)
           Total Collat Loss     99,340,580.15 (13.46%)   99,706,984.78 (13.51%)  101,387,482.66 (13.74%)

Class M-5  CDR (%)                              15.81                    15.97                    16.40  
           Yield (%)                           6.5341                   4.8524                   0.0756  
           WAL                                   4.41                     4.40                     4.23  
           Modified Duration                     3.77                     3.79                     3.78  
           Principal Window             May10 - May10            May10 - May10            Apr10 - Apr10  
           Principal Writedown        26,422.57 (0.26%)       864,709.78 (8.37%)    2,849,673.08 (27.58%)
           Total Collat Loss     90,460,264.12 (12.26%)   91,229,357.47 (12.36%)   92,761,213.27 (12.57%)

Class M-6  CDR (%)                              14.52                    14.66                    14.90  
           Yield (%)                           7.0753                   4.7483                   0.0358  
           WAL                                   4.49                     4.48                     4.39  
           Modified Duration                     3.79                     3.81                     3.85  
           Principal Window             Jun10 - Jun10            Jun10 - Jun10            Jun10 - Jun10  
           Principal Writedown        15,809.01 (0.24%)      775,529.13 (11.68%)    2,071,880.60 (31.20%)
           Total Collat Loss     84,638,430.80 (11.47%)   85,332,307.19 (11.56%)   86,516,866.11 (11.72%)

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Sensitivity Table for the Offered Certificates - To Maturity                    

The assumptions for the sensitivity table below are as follows:                 

o     The Pricing Prepayment Assumptions (as defined on page 3 above) are       
applied                                                             

o     1-month and 6-month LIBOR remain static                                   

o     10% Clean Up Call is not exercised                                        

                                                                [Download Table]

                            50 PPA  75 PPA  100 PPA  125 PPA  150 PPA  175 PPA
                            ------  ------  -------  -------  -------  -------
                                                                              
Class A-1A  WAL               4.46    3.05     2.20     1.43     1.22     1.09
            First Prin Pay       1       1        1        1        1        1
            Last Prin Pay      298     210      169       36       29       25

Class A-1B  WAL               4.46    3.05     2.20     1.43     1.22     1.09
            First Prin Pay       1       1        1        1        1        1
            Last Prin Pay      298     210      169       36       29       25

Class A-2A  WAL               1.69    1.24     1.00     0.84     0.72     0.64
            First Prin Pay       1       1        1        1        1        1
            Last Prin Pay       39      26       22       18       15       13

Class A-2B  WAL               6.77    4.47     3.04     2.06     1.77     1.56
            First Prin Pay      39      26       22       18       15       13
            Last Prin Pay      178     123       90       33       27       24

Class A-2C  WAL              18.44   13.16     9.91     2.89     2.33     2.06
            First Prin Pay     178     123       90       33       27       24
            Last Prin Pay      304     213      171       36       29       25

Class M-1   WAL               9.15    6.20     5.18     6.46     5.14     4.29
            First Prin Pay      49      38       45       55       44       37
            Last Prin Pay      269     184      147      133      106       88

Class M-2   WAL               9.12    6.19     4.95     4.78     3.80     3.23
            First Prin Pay      49      38       43       50       40       34
            Last Prin Pay      251     178      135      104       83       69

Class M-3   WAL               9.09    6.17     4.85     4.45     3.55     3.03
            First Prin Pay      49      38       41       45       36       31
            Last Prin Pay      244     178      131      101       80       66

Class M-4   WAL               9.05    6.13     4.77     4.23     3.39     2.89
            First Prin Pay      49      37       40       43       35       30
            Last Prin Pay      229     166      122       94       75       62

Class M-5   WAL               9.01    6.10     4.73     4.14     3.32     2.83
            First Prin Pay      49      37       40       42       34       29
            Last Prin Pay      221     160      117       90       72       59

Class M-6   WAL               8.97    6.07     4.68     4.06     3.25     2.79
            First Prin Pay      49      37       39       41       33       28
            Last Prin Pay      212     153      112       86       68       57

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Sensitivity Table for the Offered Certificates - To Call                        

The assumptions for the sensitivity table below are as follows:                 

o     The Pricing Prepayment Assumptions (as defined on page 3 above) are       
applied                                                             

o     1-month and 6-month LIBOR remain static                                   

o     10% Clean Up Call is exercised on the first possible date                 

                                                                [Download Table]

                             50 PPA   75 PPA   100 PPA   125 PPA   150 PPA   175 PPA
                            ------   ------   -------   -------   -------   ------- 
                                                                                    
Class A-1A  WAL                4.20     2.84      2.04      1.43      1.22      1.09
            First Prin Pay        1        1         1         1         1         1
            Last Prin Pay       153      101        74        36        29        25

Class A-1B  WAL                4.20     2.84      2.04      1.43      1.22      1.09
            First Prin Pay        1        1         1         1         1         1
            Last Prin Pay       153      101        74        36        29        25

Class A-2A  WAL                1.69     1.24      1.00      0.84      0.72      0.64
            First Prin Pay        1        1         1         1         1         1
            Last Prin Pay        39       26        22        18        15        13

Class A-2B  WAL                6.69     4.42      3.00      2.06      1.77      1.56
            First Prin Pay       39       26        22        18        15        13
            Last Prin Pay       153      101        74        33        27        24

Class A-2C  WAL               12.74     8.41      6.16      2.89      2.33      2.06
            First Prin Pay      153      101        74        33        27        24
            Last Prin Pay       153      101        74        36        29        25

Class M-1   WAL                8.41     5.60      4.72      4.73      3.74      3.16
            First Prin Pay       49       38        45        55        44        37
            Last Prin Pay       153      101        74        57        45        38

Class M-2   WAL                8.41     5.58      4.51      4.44      3.53      3.01
            First Prin Pay       49       38        43        50        40        34
            Last Prin Pay       153      101        74        57        45        38

Class M-3   WAL                8.41     5.58      4.43      4.13      3.29      2.82
            First Prin Pay       49       38        41        45        36        31
            Last Prin Pay       153      101        74        57        45        38

Class M-4   WAL                8.41     5.58      4.37      3.93      3.15      2.69
            First Prin Pay       49       37        40        43        35        30
            Last Prin Pay       153      101        74        57        45        38

Class M-5   WAL                8.41     5.58      4.35      3.85      3.08      2.64
            First Prin Pay       49       37        40        42        34        29
            Last Prin Pay       153      101        74        57        45        38

Class M-6   WAL                8.42     5.58      4.32      3.79      3.03      2.61
            First Prin Pay       49       37        39        41        33        28
            Last Prin Pay       153      101        74        57        45        38

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Excess Spread. The information in the following table has been prepared in      
accordance with the following assumptions (i) One and Six-month LIBOR increase  
in accordance with the LIBOR Forward Curves as of the close on December 9, 2005,
(ii) daycount convention of 30/360 is applied, and (iii) prepayments on the     
mortgage loans occur at the Pricing Prepayment Assumption. It is highly         
unlikely, however, that prepayments on the mortgage loans will occur at the     
Pricing Prepayment Assumption or at any other constant percentage. There is no  
assurance, therefore, of whether or to what extent the actual excess spread on  
any distribution date will conform to the corresponding rate set forth for that 
Distribution Date in the following table.                                       

                                                        [Enlarge/Download Table]

        Distribution    Excess            Distribution    Excess            Distribution    Excess  
Period      Date      Spread (%)  Period      Date      Spread (%)  Period      Date      Spread (%)
------  ------------  ----------  ------  ------------  ----------  ------  ------------  ----------
                                                                                                    
     1     Jan-06         2.5937      49     Jan-10         4.8227      97     Jan-14         4.3670
     2     Feb-06         1.9922      50     Feb-10         4.8389      98     Feb-14         4.3953
     3     Mar-06         2.3951      51     Mar-10         5.3391      99     Mar-14         4.9577
     4     Apr-06         1.8023      52     Apr-10         4.8239     100     Apr-14         4.4342
     5     May-06         1.9135      53     May-10         5.0031     101     May-14         4.6504
     6     Jun-06         1.7139      54     Jun-10         4.8269     102     Jun-14         4.4930
     7     Jul-06         1.8398      55     Jul-10         4.9897     103     Jul-14         4.6939
     8     Aug-06         1.6696      56     Aug-10         4.8111     104     Aug-14         4.5389
     9     Sep-06         1.6721      57     Sep-10         4.8015     105     Sep-14         4.5618
    10     Oct-06         1.8339      58     Oct-10         5.0205     106     Oct-14         4.7607
    11     Nov-06         1.6839      59     Nov-10         4.9055     107     Nov-14         4.6251
    12     Dec-06         1.8612      60     Dec-10         5.0665     108     Dec-14         4.8233
    13     Jan-07         1.7048      61     Jan-11         4.8650     109     Jan-15         4.6680
    14     Feb-07         1.7420      62     Feb-11         4.8793     110     Feb-15         4.7100
    15     Mar-07         2.2209      63     Mar-11         5.3808     111     Mar-15         5.2481
    16     Apr-07         1.7704      64     Apr-11         4.8697     112     Apr-15         4.7753
    17     May-07         1.9335      65     May-11         5.0507     113     May-15         4.9868
    18     Jun-07         1.7869      66     Jun-11         4.8691     114     Jun-15         4.8513
    19     Jul-07         1.9425      67     Jul-11         5.0297     115     Jul-15         5.0462
    20     Aug-07         1.7955      68     Aug-11         4.8482     116     Aug-15         4.9163
    21     Sep-07         1.7984      69     Sep-11         4.8367     117     Sep-15         4.9512
    22     Oct-07         2.0188      70     Oct-11         5.0036     118     Oct-15         5.1444
    23     Nov-07         3.9170      71     Nov-11         4.8466     119     Nov-15         5.0816
    24     Dec-07         4.0683      72     Dec-11         5.0051     120     Dec-15         5.2681
    25     Jan-08         3.8796      73     Jan-12         4.8001                                  
    26     Feb-08         3.8804      74     Feb-12         4.8122                                  
    27     Mar-08         4.2067      75     Mar-12         4.8205                                  
    28     Apr-08         3.8997      76     Apr-12         4.4431                                  
    29     May-08         4.7033      77     May-12         4.6283                                  
    30     Jun-08         4.5355      78     Jun-12         4.4321                                  
    31     Jul-08         4.6955      79     Jul-12         4.6028                                  
    32     Aug-08         4.5266      80     Aug-12         4.4042                                  
    33     Sep-08         4.5279      81     Sep-12         4.3911                                  
    34     Oct-08         4.7177      82     Oct-12         4.5633                                  
    35     Nov-08         4.9554      83     Nov-12         4.3854                                  
    36     Dec-08         5.1243      84     Dec-12         4.5551                                  
    37     Jan-09         4.9528      85     Jan-13         4.3438                                  
    38     Feb-09         4.7752      86     Feb-13         4.3420                                  
    39     Mar-09         5.2496      87     Mar-13         4.8849                                  
    40     Apr-09         4.7783      88     Apr-13         4.3149                                  
    41     May-09         5.0207      89     May-13         4.5035                                  
    42     Jun-09         4.8484      90     Jun-13         4.3035                                  
    43     Jul-09         5.0131      91     Jul-13         4.4771                                  
    44     Aug-09         4.8409      92     Aug-13         4.2837                                  
    45     Sep-09         4.8350      93     Sep-13         4.2974                                  
    46     Oct-09         5.0024      94     Oct-13         4.4981                                  
    47     Nov-09         4.8616      95     Nov-13         4.3479                                  
    48     Dec-09         5.0235      96     Dec-13         4.5463                                  

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Available Funds Cap(1)(2) . The information in the following table has been     
prepared in accordance with the following assumptions (i) one and six-month     
LIBOR remain constant at 20.00%, (iii) daycount convention of actual/360 is     
applied, and (ii) prepayments on the mortgage loans occur at the Pricing        
Prepayment Assumption. It is highly unlikely, however, that prepayments on the  
mortgage loans will occur at the Pricing Prepayment Assumption or at any other  
constant percentage. There is no assurance, therefore, of whether or to what    
extent the actual mortgage rates on the mortgage loans on any distribution date 
will conform to the corresponding rate set forth for that distribution date in  
the following table.                                                            

                                                        [Enlarge/Download Table]

        Distribution                                Class M and          Distribution                                Class M and
Period      Date      Class A-1 (%)  Class A-2 (%)  Class B (%)  Period      Date      Class A-1 (%)  Class A-2 (%)  Class B (%)
------  ------------  -------------  -------------  -----------  ------  ------------  -------------  -------------  -----------
                                                                                                                                
     1     Jan-06           10.0000        10.0000      10.0000      49     Jan-10           20.9051        20.8641      11.0621
     2     Feb-06           10.0000        10.0000      10.0000      50     Feb-10           20.5718        20.5316      11.0523
     3     Mar-06           10.0000        10.0000      10.0000      51     Mar-10           22.4214        22.3762      12.2271
     4     Apr-06           10.0000        10.0000      10.0000      52     Apr-10           19.9446        19.9082      11.0399
     5     May-06           10.0000        10.0000      10.0000      53     May-10           20.3387        20.2942      11.4296
     6     Jun-06           10.0000        10.0000      10.0000      54     Jun-10           19.3900        19.3477      11.0508
     7     Jul-06           10.0000        10.0000      10.0000      55     Jul-10           19.7491        19.7063      11.4087
     8     Aug-06           10.0000        10.0000      10.0000      56     Aug-10           19.0945        19.0538      11.0305
     9     Sep-06           10.0000        10.0000      10.0000      57     Sep-10           19.0778        19.0374      11.0208
    10     Oct-06           10.0000        10.0000      10.0000      58     Oct-10           19.7429        19.7457      11.4364
    11     Nov-06           10.0000        10.0000      10.0000      59     Nov-10           19.1704        19.1774      11.1226
    12     Dec-06           10.0000        10.0000      10.0000      60     Dec-10           19.7904        19.7983      11.4821
    13     Jan-07           10.0000        10.0000      10.0000      61     Jan-11           19.1336        19.1419      11.1007
    14     Feb-07           10.0000        10.0000      10.0000      62     Feb-11           19.1150        19.1241      11.0897
    15     Mar-07           10.0000        10.0000      10.0000      63     Mar-11           21.1425        21.1533      12.2657
    16     Apr-07           10.0000        10.0000      10.0000      64     Apr-11           19.0876        19.1090      11.0812
    17     May-07           10.0000        10.0000      10.0000      65     May-11           19.7204        19.7448      11.4537
    18     Jun-07           10.0000        10.0000      10.0000      66     Jun-11           19.0654        19.0897      11.0729
    19     Jul-07           10.0000        10.0000      10.0000      67     Jul-11           19.6813        19.7071      11.4303
    20     Aug-07           10.0000        10.0000      10.0000      68     Aug-11           19.0274        19.0530      11.0502
    21     Sep-07           10.0000        10.0000      10.0000      69     Sep-11           19.0083        19.0346      11.0387
    22     Oct-07           10.0000        10.0000      10.0000      70     Oct-11           19.6306        19.6677      11.4065
    23     Nov-07           10.0000        10.0000      10.0000      71     Nov-11           18.9915        19.0290      11.0391
    24     Dec-07           10.2532        10.2571      10.0000      72     Dec-11           19.6046        19.6440      11.3950
    25     Jan-08           10.0491        10.0538      10.0000      73     Jan-12           18.9527        18.9915      11.0157
    26     Feb-08           10.1973        10.2033      10.0000      74     Feb-12           18.9333        18.9727      11.0040
    27     Mar-08           11.0085        11.0161      10.0000      75     Mar-12           20.2182        20.2610      11.7503
    28     Apr-08           10.4302        10.4541      10.0000      76     Apr-12           18.8992        18.9440      10.9867
    29     May-08           11.7298        11.7231      10.0000      77     May-12           19.5206        19.5680      11.3510
    30     Jun-08           11.4991        11.4928      10.0000      78     Jun-12           18.8712        18.9177      10.9729
    31     Jul-08           12.0534        12.0472      10.0000      79     Jul-12           19.4798        19.5285      11.3263
    32     Aug-08           11.8522        11.8467      10.0000      80     Aug-12           18.8315        18.8794      10.9489
    33     Sep-08           12.0756        12.0663      10.0000      81     Sep-12           18.8117        18.8602      10.9369
    34     Oct-08           12.7740        12.7970      10.0000      82     Oct-12           19.4207        19.4735      11.2921
    35     Nov-08           13.6950        13.6653      10.0929      83     Nov-12           18.7796        18.8314      10.9204
    36     Dec-08           14.5908        14.5630      10.4324      84     Dec-12           19.3849        19.4391      11.2718
    37     Jan-09          153.3600       153.3361      10.0978      85     Jan-13           18.7396        18.7926      10.8960
    38     Feb-09           67.0928        67.0696      10.0962      86     Feb-13           18.7195        18.7732      10.8837
    39     Mar-09           26.0857        26.0599      11.1737      87     Mar-13           20.7029        20.7631      12.0363
    40     Apr-09           23.1356        23.1308      10.1146      88     Apr-13           18.6792        18.7342      10.8592
    41     May-09           24.3209        24.2806      11.1224      89     May-13           19.2810        19.3385      11.2084
    42     Jun-09           23.1068        23.0682      10.7559      90     Jun-13           18.6388        18.6952      10.8345
    43     Jul-09           23.4471        23.4079      11.1059      91     Jul-13           18.3241        18.3830      11.1829
    44     Aug-09           22.2882        22.2511      10.7394      92     Aug-13           12.5958        12.6535      10.8098
    45     Sep-09           21.9016        21.8641      10.7328      93     Sep-13           12.6389        12.6973      10.7974
    46     Oct-09           22.2587        22.2319      11.1000      94     Oct-13           13.1064        13.1674      11.1444
    47     Nov-09           21.6052        21.5629      11.0813      95     Nov-13           12.7300        12.7897      10.7725
    48     Dec-09           21.9579        21.9147      11.4409      96     Dec-13           13.2040        13.2664      11.1187

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Distribution                                   Class M and    
Period       Date       Class A-1 (%)   Class A-2 (%)   Class B (%)             
------   ------------   -------------   -------------   -----------             
97      Jan-14            12.8280         12.8890       10.7475         
98      Feb-14            12.8797         12.9415       10.7350         
99      Mar-14            14.3190         14.3881       11.8713         
100      Apr-14            12.9889         13.0520       10.7099          
101      May-14            13.4813         13.5472       11.0539          
102      Jun-14            13.1060         13.1705       10.6848          
103      Jul-14            13.6066         13.6740       11.0279          
104      Aug-14            13.2316         13.2975       10.6596          
105      Sep-14            13.2978         13.3643       10.6470          
106      Oct-14            13.8117         13.8813       10.9888          
107      Nov-14            13.4370         13.5050       10.6217          
108      Dec-14            13.9606         14.0316       10.9627          
109      Jan-15            13.5861         13.6554       10.5964          
110      Feb-15            13.6644         13.7345       10.5838          
111      Mar-15            15.2181         15.2965       11.7037          
112      Apr-15            13.8292         13.9007       10.5585          
113      May-15            14.3796         14.4542       10.8973          
114      Jun-15            14.0052         14.0781       10.5331          
115      Jul-15            14.5676         14.6436       10.8711          
116      Aug-15            14.1931         14.2674       10.5078          
117      Sep-15            14.2918         14.3668       10.4951          
118      Oct-15            14.8735         14.9517       10.8319          
119      Nov-15            14.5885         14.6432       10.5258          
120      Dec-15            15.1883         15.2454       10.8639          

Notes:                                                                          

(1)   Annualized coupon based on total interest paid to the certificates        
    including accrued certificate interest, unpaid interest amount and basis
  risk carry forward amount divided by current class certificate balance

(2)   Includes proceeds received from the related interest rate corridor        

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Appendix A

This transaction will contain three one-month LIBOR interest rate corridor      
agreements (the "Class A-1 Interest Rate Corridor", the "Class A-2 Interest Rate
Corridor" and the "Subordinate Interest Rate Corridor"). The Class A-1 Interest 
Rate Corridor is available only to pay Basis Risk Carry Forward Amounts, pro    
rata by principal balance to the Class A-1 Certificates in the manner described 
herein. The Class A-2 Interest Rate Corridor is available only to pay Basis Risk
Carry Forward Amounts pro rata by principal balance to the Class A-2            
Certificates in the manner described herein. The Subordinate Interest Rate      
Corridor is available only to pay Basis Risk Carry Forward Amounts pro rata by  
principal balance to the Class M and Class B Certificates in the manner         
described herein.                                                               

Interest Rate Corridor                                               Ceiling (%)
------------------------------------------------------------------   -----------
Class A-1 Interest Rate Corridor                                         9.75200
Class A-2 Interest Rate Corridor                                         9.84220
Subordinate Interest Rate Corridor                                      10.00000

 The Interest Rate Corridor Strike Rate Schedule

                                                        [Enlarge/Download Table]

                Class A-1                               Class A-2                              Subordinate            
              Interest Rate                           Interest Rate                           Interest Rate           
Distribution     Corridor               Distribution     Corridor               Distribution     Corridor             
   Period        Notional      Strike      Period        Notional      Strike      Period        Notional      Strike 
  (months)     Balance ($)    Rate (%)    (months)     Balance ($)    Rate (%)    (months)     Balance ($)    Rate (%)
------------  --------------  --------  ------------  --------------  --------  ------------  --------------  --------
                                                                                                                      
           1  264,980,000.00   7.44540             1  295,845,000.00   7.57289             1  145,003,000.00   7.29432
           2  261,925,321.65   6.70447             2  292,403,320.63   6.82846             2  145,003,000.00   6.58875
           3  258,202,340.43   7.45600             3  288,216,235.73   7.58375             3  145,003,000.00   7.29524
           4  253,816,380.50   6.71983             4  283,289,868.26   6.84693             4  145,003,000.00   6.59325
           5  248,776,364.09   6.96134             5  277,634,663.76   7.09016             5  145,003,000.00   6.81419
           6  243,095,064.62   6.73916             6  271,264,755.41   6.86695             6  145,003,000.00   6.59538
           7  236,789,209.15   6.98461             7  264,199,327.49   7.11390             7  145,003,000.00   6.81647
           8  229,879,454.67   6.76538             8  256,461,573.43   6.89369             8  145,003,000.00   6.59799
           9  222,390,350.88   6.78164             9  248,079,022.03   6.91026             9  145,003,000.00   6.59961
          10  214,352,754.71   7.03635            10  239,084,723.22   7.16753            10  145,003,000.00   6.82294
          11  205,827,558.65   6.82283            11  229,615,764.16   6.95329            11  145,003,000.00   6.60514
          12  197,546,380.43   7.08163            12  220,417,647.94   7.21374            12  145,003,000.00   6.82739
          13  189,502,903.72   6.86869            13  211,482,575.64   6.99976            13  145,003,000.00   6.60916
          14  181,690,281.01   6.89341            14  202,802,992.14   7.02478            14  145,003,000.00   6.61118
          15  174,101,862.69   7.68739            15  194,371,560.16   7.82352            15  145,003,000.00   7.32177
          16  166,731,191.30   6.94795            16  186,181,153.99   7.08081            16  145,003,000.00   6.61663
          17  159,572,007.88   7.21796            17  178,224,911.26   7.35287            17  145,003,000.00   6.83960
          18  152,618,210.28   7.00809            18  170,496,063.30   7.14240            18  145,003,000.00   6.62155
          19  145,863,884.83   7.28353            19  162,984,088.01   7.41960            19  145,003,000.00   6.84437
          20  139,303,288.69   7.07503            20  155,687,036.95   7.20991            20  145,003,000.00   6.62563
          21  132,930,844.94   7.11287            21  148,598,720.43   7.25015            21  145,003,000.00   6.62979
          22  126,741,137.72   7.45448            22  141,701,232.08   7.64726            22  145,003,000.00   6.92817
          23  120,648,999.02   9.56479            23  134,555,713.97   9.65924            23  145,003,000.00   8.71842
                                                                                          24  145,003,000.00   8.99487
                                                                                          25  145,003,000.00   8.68932
                                                                                          26  145,003,000.00   8.67417
                                                                                          27  145,003,000.00   9.27029
                                                                                          28  145,003,000.00   8.69386
                                                                                          29  145,003,000.00   9.64423
                                                                                          30  145,003,000.00   9.32881
                                                                                          31  145,003,000.00   9.63473
                                                                                          32  145,003,000.00   9.31903
                                                                                          33  145,003,000.00   9.31941
                                                                                          34  145,003,000.00   9.66816

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 The Mortgage Loans - All Collateral

Selected Mortgage Loan Data(1)                                                  

Scheduled Principal Balance:                                       $743,431,210 
Number of Mortgage Loans:                                                 3,809 
Average Scheduled Principal Balance:                                   $195,178 
Weighted Average Gross Coupon:                                            7.318%
Weighted Average Net Coupon: (2)                                          6.808%
Weighted Average Current FICO Score:                                        640 
Weighted Average Original LTV Ratio:                                      73.71%
Weighted Average Combined Original LTV Ratio:                             82.41%
Weighted Average Stated Remaining Term (months):                            338 
Weighted Average Seasoning(months):                                           1 
Weighted Average Months to Roll: (3)                                         25 
Weighted Average Gross Margin: (3)                                         6.40%
Weighted Average Initial Rate Cap: (3)                                     3.01%
Weighted Average Periodic Rate Cap: (3)                                    1.00%
Weighted Average Gross Maximum Lifetime Rate: (3)                         13.45%

(1)   All percentages calculated herein are percentages of scheduled principal  
  balance as of the Statistical Calculation Date unless otherwise noted.

(2)   The Weighted Average Net Coupon is equivalent to the Weighted Average     
Gross Coupon less initial Expense Fee Rate.                         

(3)   Represents the weighted average of the adjustable rate mortgage loans.    

 Distribution by Current Principal Balance

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Current Principal Balance    Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
$50,000 & Below                 557  $18,243,807       2.45%    10.304%       647    $32,754     96.86%   97.32%   41.43%     95.22%
$50,001 - $75,000               459   28,679,532       3.86      9.649        653     62,483     94.22    96.97    35.58      93.18 
$75,001 - $100,000              350   30,418,039       4.09      9.168        644     86,909     91.75    95.99    37.17      94.44 
$100,001 - $125,000             311   34,745,426       4.67      8.371        637    111,722     86.90    92.63    44.38      94.80 
$125,001 - $150,000             242   33,455,867       4.50      7.752        626    138,247     82.74    89.51    45.06      93.36 
$150,001 - $200,000             399   70,494,290       9.48      7.304        629    176,677     81.36    89.82    38.84      94.92 
$200,001 - $250,000             351   79,553,512      10.70      6.994        633    226,648     79.55    89.25    34.89      94.82 
$250,001 - $300,000             314   86,428,931      11.63      6.925        635    275,251     80.28    89.64    30.11      96.47 
$300,001 - $350,000             238   77,013,870      10.36      6.933        633    323,588     80.59    90.96    26.06      94.45 
$350,001 - $400,000             165   62,094,736       8.35      6.806        641    376,332     80.25    90.90    28.56      97.58 
$400,001 & Above                423  222,303,200      29.90      6.839        649    525,539     81.08    90.33    23.61      95.92 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 The Mortgage Loans - All Collateral

Distribution by Current Rate

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Current Rate                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
4.99% & Below                     2     $911,200       0.12%     4.990%       683   $455,600     80.00%   88.76%  100.00%    100.00%
5.00 - 5.49%                     16    4,768,328       0.64      5.346        674    298,021     74.25    82.98    43.91     100.00 
5.50 - 5.99%                    198   63,432,844       8.53      5.840        672    320,368     77.75    88.26    36.47      95.94 
6.00 - 6.49%                    387  117,714,698      15.83      6.263        654    304,172     79.38    89.30    33.04      96.62 
6.50 - 6.99%                    782  210,297,219      28.29      6.757        644    268,922     79.96    90.67    31.59      94.39 
7.00 - 7.49%                    414  103,389,526      13.91      7.252        629    249,733     80.53    90.70    21.03      95.38 
7.50 - 7.99%                    449  105,392,678      14.18      7.727        615    234,728     82.27    90.65    33.61      95.95 
8.00 - 8.49%                    173   29,815,208       4.01      8.227        621    172,342     85.42    92.24    36.43      94.74 
8.50 - 8.99%                    218   31,030,039       4.17      8.716        603    142,340     87.53    89.36    41.45      92.79 
9.00% & Above                 1,170   76,679,470      10.31     10.459        648     65,538     97.63    97.71    24.33      96.15 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Credit Score

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Credit Score                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
740 & Above                     202  $40,788,481       5.49%     7.201%       764   $201,923     83.67%   95.27%   28.92%     83.86%
720 - 739                       140   29,547,277       3.97      6.902        728    211,052     83.22    93.90    22.92      86.04 
700 - 719                       232   46,272,086       6.22      7.076        709    199,449     83.74    95.61    22.71      92.64 
680 - 699                       264   50,627,382       6.81      7.221        689    191,770     83.43    95.19    17.52      89.20 
660 - 679                       479   97,349,271      13.09      7.185        669    203,234     82.91    93.10    22.11      95.75 
640 - 659                       562  107,445,540      14.45      7.351        649    191,184     83.30    94.21    20.94      94.21 
620 - 639                       536   99,554,380      13.39      7.257        630    185,736     82.62    92.38    31.69      97.56 
600 - 619                       585  105,295,792      14.16      7.440        610    179,993     82.69    91.02    31.11      99.12 
580 - 599                       327   59,035,768       7.94      7.374        589    180,538     82.27    88.18    58.94      99.56 
560 - 579                       162   35,887,896       4.83      7.377        569    221,530     79.02    79.53    44.06     100.00 
540 - 559                       140   32,244,946       4.34      7.525        551    230,321     80.72    81.17    44.75      98.57 
520 - 539                       100   21,511,596       2.89      7.782        529    215,116     77.48    77.90    43.13     100.00 
500 - 519                        80   17,870,795       2.40      8.092        509    223,385     77.04    77.04    58.26      99.30 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Lien

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Lien                         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1                             2,532 $662,385,514      89.10%     6.955%       637   $261,606     80.34%   89.91%   31.79%     95.40%
2                             1,277   81,045,696      10.90     10.286        663     63,466     99.28    99.28    25.22      95.51 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-24

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 The Mortgage Loans - All Collateral

 Distribution by Combined Original LTV

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Combined Original LTV        Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
60.00% & Below                  107  $21,157,599       2.85%     6.837%       604   $197,735     50.05%   50.05%   30.55%     96.15%
60.01 - 70.00%                  145   35,506,355       4.78      6.998        592    244,871     65.91    66.18    25.81      96.69 
70.01 - 80.00%                1,605  430,007,906      57.84      6.848        650    267,918     79.31    93.98    25.65      96.40 
80.01 - 85.00%                  192   53,048,910       7.14      6.934        613    276,296     84.41    84.62    47.83      96.59 
85.01 - 90.00%                  324   78,210,755      10.52      7.261        624    241,391     89.55    89.61    43.46      91.03 
90.01 - 95.00%                  279   49,969,260       6.72      7.906        616    179,101     94.69    94.72    50.54      91.47 
95.01 - 100.00%               1,157   75,530,426      10.16     10.217        664     65,281     99.93    99.93    27.10      95.25 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Original LTV

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Original LTV                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
60.00% & Below                1,382 $102,138,372      13.74%     9.571%       651    $73,906     89.14%   89.14%   26.28%     95.64%
60.01 - 70.00%                  145   35,506,355       4.78      6.998        592    244,871     65.91    66.18    25.81      96.69 
70.01 - 80.00%                1,604  429,971,101      57.84      6.848        650    268,062     79.31    93.98    25.64      96.40 
80.01 - 85.00%                  190   52,964,010       7.12      6.929        613    278,758     84.42    84.62    47.80      96.58 
85.01 - 90.00%                  289   76,115,741      10.24      7.176        623    263,376     89.55    89.61    44.43      90.95 
90.01 - 95.00%                  190   45,142,258       6.07      7.627        613    237,591     94.67    94.70    54.00      90.90 
95.01 - 100.00%                   9    1,593,373       0.21      7.792        661    177,041     98.61    98.61    77.60      85.49 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Documentation

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Documentation                Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Stated Doc                    1,737 $359,163,668      48.31%     7.501%       654   $206,772     81.33%   91.43%    0.00%     96.78%
Full Doc                      1,376  230,999,885      31.07      7.206        623    167,878     83.47    90.22   100.00      94.07 
Limited Doc                     696  153,267,657      20.62      7.059        631    220,212     83.34    90.81     0.00      94.20 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Purpose

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Purpose                      Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Purchase                      2,314 $392,846,596      52.84%     7.484%       660   $169,769     84.22%   97.30%   26.28%     93.49%
Cashout Refi                  1,379  327,479,980      44.05      7.122        617    237,476     80.30    83.50    36.91      97.46 
Rate/term Refi                  116   23,104,635       3.11      7.272        622    199,178     81.55    87.86    29.74      98.78 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-25

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 The Mortgage Loans - All Collateral

 Distribution by Occupancy

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Occupancy                    Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Owner Occupied                3,618 $709,290,058      95.41%     7.317%       637   $196,045     82.29%   90.89%   30.64%    100.00%
Second Home                     120   20,188,575       2.72      7.446        697    168,238     84.83    96.67    25.63       0.00 
Investor                         71   13,952,578       1.88      7.172        682    196,515     84.75    84.75    61.03       0.00 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Property Type

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Property Type                Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Single Family                 2,627 $509,532,019      68.54%     7.293%       637   $193,960     82.17%   90.14%   32.01%     96.89%
PUD                             598  117,784,769      15.84      7.448        642    196,964     83.11    93.16    28.49      94.46 
Condo                           378   62,925,681       8.46      7.294        653    166,470     83.08    93.55    33.03      90.36 
2 Family                        161   39,053,350       5.25      7.275        653    242,567     82.41    92.03    22.63      94.58 
3-4 Family                       45   14,135,392       1.90      7.352        647    314,120     82.03    86.12    33.37      74.64 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by State

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
State                        Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
CA                            1,355 $356,999,992      48.02%     7.159%       647   $263,469     81.50%   90.39%   25.42%     96.89%
NY                              170   44,180,793       5.94      7.243        639    259,887     83.12    91.01    28.87      97.91 
FL                              269   42,898,221       5.77      7.534        632    159,473     81.75    88.23    38.70      88.34 
MD                              205   38,315,955       5.15      7.459        640    186,907     82.44    91.52    29.31      99.02 
VA                              164   31,149,295       4.19      7.793        635    189,935     82.98    93.56    26.00     100.00 
NJ                              117   27,082,449       3.64      7.089        628    231,474     82.40    87.80    35.98      93.33 
TX                              245   22,641,491       3.05      7.782        637     92,414     84.14    96.41    48.05      94.91 
MA                              120   21,852,327       2.94      7.037        643    182,103     81.89    89.34    26.14      97.99 
AZ                              121   21,682,216       2.92      7.623        624    179,192     83.06    91.15    33.55      89.88 
WA                              130   19,519,361       2.63      7.257        631    150,149     83.91    94.70    33.25      97.61 
Other                           913  117,109,112      15.75      7.551        629    128,268     84.37    91.92    43.94      90.89 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-26

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 The Mortgage Loans - All Collateral

 Distribution by Zip

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Zip                          Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
92336                            14   $4,108,777       0.55%     7.417%       616   $293,484     80.71%   85.19%   21.63%    100.00%
93551                            14    3,910,527       0.53      7.291        609    279,323     86.07    95.65    21.57     100.00 
94565                            11    3,179,542       0.43      7.349        612    289,049     85.84    96.62    11.04     100.00 
22193                            17    3,068,541       0.41      7.996        653    180,502     82.66    96.05     0.00     100.00 
91342                             9    2,959,715       0.40      6.870        642    328,857     80.44    83.35    22.80     100.00 
91331                            11    2,870,832       0.39      7.225        648    260,985     85.96    94.89    35.28     100.00 
91350                             9    2,701,923       0.36      7.394        636    300,214     83.58    95.64     0.00      84.36 
33076                             8    2,690,944       0.36      7.578        667    336,368     80.93    93.42    31.40      75.86 
89109                            13    2,673,120       0.36      7.592        740    205,625     83.40    96.28    31.35       6.41 
92555                            10    2,614,748       0.35      8.008        657    261,475     83.73    99.16     0.00     100.00 
Other                         3,693  712,652,543      95.86      7.312        640    192,974     82.37    90.83    31.65      95.71 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Remaining Months to Maturity

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Remaining Months To Maturity Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1 - 180                       1,295  $83,842,920      11.28%    10.158%       663    $64,744     98.33%   98.39%   25.39%     95.66%
181 - 240                        11      723,671       0.10      8.509        691     65,788     79.57    79.57    61.97     100.00 
241 - 360                     2,503  658,864,620      88.62      6.955        637    263,230     80.38    89.99    31.76      95.37 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Amortization Type

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Amortization Type            Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
10 YR ARM                        13   $3,202,705       0.43%     6.873%       630   $246,362     81.12%   84.19%   39.93%     86.27%
10 YR ARM IO                      1      174,300       0.02      6.625        631    174,300     70.00    70.00     0.00     100.00 
2 YR ARM                        881  190,697,557      25.65      7.202        628    216,456     80.89    89.47    33.64      91.62 
2 YR ARM BALLOON 40/30          889  260,783,510      35.08      6.976        627    293,345     80.32    90.95    25.76      97.23 
2 YR ARM IO                     309   99,341,415      13.36      6.575        671    321,493     81.39    95.48    37.64      98.11 
3 YR ARM                         56   13,368,433       1.80      6.950        628    238,722     77.75    82.81    37.58      90.15 
3 YR ARM BALLOON 40/30           29    8,571,155       1.15      6.835        640    295,557     82.59    89.00    32.34      93.95 
3 YR ARM IO                      32    9,349,969       1.26      6.512        668    292,187     83.61    90.97    30.69      94.03 
5 YR ARM                         25    6,554,991       0.88      6.760        625    262,200     80.59    82.10    37.98      92.08 
5 YR ARM BALLOON 40/30           24    8,346,539       1.12      6.528        644    347,772     76.03    82.77    25.65     100.00 
5 YR ARM IO                      22    9,326,700       1.25      6.147        684    423,941     80.83    87.28    43.53     100.00 
6 MO ARM                          4    1,322,413       0.18      6.922        641    330,603     83.32    83.32    87.96      82.58 
Fixed                           233   41,283,428       5.55      7.121        646    177,182     78.02    81.83    40.63      95.88 
Fixed Balloon 30/15           1,250   79,813,243      10.74     10.289        664     63,851     99.36    99.36    25.05      95.49 
Fixed Balloon 40/30              41   11,294,852       1.52      6.964        627    275,484     73.28    77.09    32.86      98.27 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 The Mortgage Loans - All Collateral

Distribution by Initial Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Initial Periodic Cap         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1.00%                            20   $3,553,491       0.48%     7.015%       637   $177,675     78.27%   83.17%   71.10%     93.52%
1.50%                            29    6,589,833       0.89      6.704        629    227,236     82.40    89.62    18.13      98.13 
2.00%                             1      139,796       0.02      7.600        583    139,796     79.94   100.00   100.00     100.00 
3.00%                         2,201  589,010,141      79.23      6.964        636    267,610     80.66    90.85    30.78      95.27 
4.00%                             1       87,972       0.01      8.400        638     87,972     90.00    90.00     0.00     100.00 
5.00%                            33   11,658,455       1.57      6.357        669    353,287     80.31    85.67    45.79      96.23 
N/A                           1,524  132,391,523      17.81      9.018        655     86,871     90.48    92.00    30.58      95.85 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Periodic Cap                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1.00%                         2,278 $609,951,871      82.05%     6.949%       637   $267,758     80.69%   90.75%   31.16%     95.31%
2.00%                             7    1,087,817       0.15      7.675        583    155,402     63.66    63.66    40.77      94.30 
N/A                           1,524  132,391,523      17.81      9.018        655     86,871     90.48    92.00    30.58      95.85 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Months to Rate Reset

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Months To Rate Reset         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1 - 12                            4   $1,322,413       0.18%     6.922%       641   $330,603     83.32%   83.32%   87.96%     82.58%
13 - 24                       2,079  550,822,482      74.09      6.982        635    264,946     80.71    91.25    30.63      95.45 
25 - 36                         117   31,289,556       4.21      6.788        643    267,432     80.83    86.95    34.09      92.35 
49 & Above                       85   27,605,235       3.71      6.495        651    324,767     79.29    84.22    36.11      96.53 
N/A                           1,524  132,391,523      17.81      9.018        655     86,871     90.48    92.00    30.58      95.85 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 The Mortgage Loans - All Collateral

 Distribution by Life Maximum Rate

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Life Maximum Rate            Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
11.99% & Below                   17   $5,426,370       0.73%     5.281%       676   $319,198     75.19%   84.34%   55.38%    100.00%
12.00 - 12.49%                  191   61,290,600       8.24      5.846        672    320,893     78.20    89.20    36.46      96.49 
12.50 - 12.99%                  352  105,815,719      14.23      6.263        654    300,613     80.14    90.92    32.61      96.06 
13.00 - 13.49%                  708  193,670,356      26.05      6.757        643    273,546     80.08    91.41    30.63      94.45 
13.50 - 13.99%                  375   96,595,016      12.99      7.255        629    257,587     80.81    91.39    20.43      95.34 
14.00 - 14.49%                  386   95,586,143      12.86      7.720        614    247,632     82.46    90.94    33.10      95.89 
14.50 - 14.99%                  112   24,843,713       3.34      8.219        612    221,819     83.92    91.78    30.62      94.35 
15.00 - 15.49%                  107   22,382,059       3.01      8.683        572    209,178     84.26    86.24    41.76      92.51 
15.50 - 15.99%                   24    3,588,317       0.48      9.202        543    149,513     80.14    81.37    46.56      98.19 
16.00% & Above                   13    1,841,395       0.25      9.721        544    141,646     80.13    80.97    72.22     100.00 
N/A                           1,524  132,391,523      17.81      9.018        655     86,871     90.48    92.00    30.58      95.85 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Margin

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Margin                       Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
4.99% & Below                   107  $22,380,611       3.01%     6.841%       650   $209,165     81.03%   89.36%   31.87%     90.33%
5.00 - 5.49%                    113   32,386,806       4.36      6.254        649    286,609     77.35    87.66    39.92      99.28 
5.50 - 5.99%                    360   99,215,346      13.35      6.458        643    275,598     78.49    88.59    38.57      97.01 
6.00 - 6.49%                    606  176,605,509      23.76      6.765        643    291,428     80.03    91.56    27.69      95.91 
6.50 - 6.99%                    483  130,621,184      17.57      7.035        635    270,437     80.38    91.25    22.57      96.15 
7.00 - 7.49%                    322   82,635,116      11.12      7.377        626    256,631     83.05    91.87    33.91      95.84 
7.50 - 7.99%                    189   42,878,812       5.77      7.720        618    226,872     84.43    91.36    36.91      88.00 
8.00 - 8.49%                     95   22,707,076       3.05      8.075        616    239,022     85.08    90.60    39.65      90.16 
8.50 - 8.99%                      9    1,388,388       0.19      7.982        608    154,265     81.24    84.56    53.28      86.04 
9.00 - 9.49%                      1      220,839       0.03      7.590        618    220,839     85.00    85.00   100.00     100.00 
N/A                           1,524  132,391,523      17.81      9.018        655     86,871     90.48    92.00    30.58      95.85 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        3,809 $743,431,210     100.00%     7.318%       640   $195,178     82.41%   90.93%   31.07%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Group I Mortgage Loans

Selected Mortgage Loan Data(1)                                                  

 The Mortgage Loans - All Collateral

Scheduled Principal Balance:                                       $351,273,325 
Number of Mortgage Loans:                                                 2,073 
Average Scheduled Principal Balance:                                   $169,452 
Weighted Average Gross Coupon:                                            7.283%
Weighted Average Net Coupon: (2)                                          6.773%
Weighted Average Current FICO Score:                                        636 
Weighted Average Original LTV Ratio:                                      74.59%
Weighted Average Combined Original LTV Ratio:                             81.56%
Weighted Average Stated Remaining Term (months):                            342 
Weighted Average Seasoning(months):                                           1 
Weighted Average Months to Roll: (3)                                         25 
Weighted Average Gross Margin: (3)                                         6.32%
Weighted Average Initial Rate Cap: (3)                                     2.99%
Weighted Average Periodic Rate Cap: (3)                                    1.00%
Weighted Average Gross Maximum Lifetime Rate: (3)                         13.48%

(1)   All percentages calculated herein are percentages of scheduled principal  
  balance as of the Statistical Calculation Date unless otherwise noted.

(2)   The Weighted Average Net Coupon is equivalent to the Weighted Average     
Gross Coupon less initial Expense Fee Rate.                         

(3)   Represents the weighted average of the adjustable rate mortgage loans.    

 Distribution by Current Principal Balance

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Current Principal Balance    Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
$50,000 & Below                 260   $9,769,480       2.78%    10.467%       652    $37,575     97.81%   98.09%   34.07%     96.19%
$50,001 - $75,000               268   16,708,820       4.76      9.763        656     62,346     95.75    97.92    34.08      93.23 
$75,001 - $100,000              181   15,538,075       4.42      8.800        638     85,846     89.34    94.82    40.38      95.62 
$100,001 - $125,000             144   16,219,700       4.62      7.307        619    112,637     79.12    89.05    57.98      94.33 
$125,001 - $150,000             141   19,548,909       5.57      7.132        620    138,645     78.11    87.09    46.76      93.58 
$150,001 - $200,000             281   49,585,313      14.12      7.057        630    176,460     79.73    89.80    39.52      95.94 
$200,001 - $250,000             276   62,678,117      17.84      6.940        637    227,095     79.63    90.40    33.91      95.65 
$250,001 - $300,000             261   71,851,035      20.45      6.904        633    275,291     79.71    89.65    29.64      96.90 
$300,001 - $350,000             199   64,347,628      18.32      6.909        636    323,355     80.57    91.59    25.12      95.44 
$350,001 - $400,000              38   13,748,164       3.91      6.788        645    361,794     81.99    92.00    21.20      97.43 
$400,001 & Above                 24   11,278,083       3.21      7.047        654    469,920     80.85    89.75    20.84      86.35 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Group I Mortgage Loans

Distribution by Current Rate

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Current Rate                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
5.00 - 5.49%                      9   $2,362,530       0.67%     5.390%       666   $262,503     72.88%   85.09%   18.81%    100.00%
5.50 - 5.99%                    101   23,691,023       6.74      5.863        663    234,565     79.09    91.16    50.92      93.81 
6.00 - 6.49%                    223   53,277,956      15.17      6.268        659    238,915     79.11    90.84    38.21      96.37 
6.50 - 6.99%                    478  103,652,703      29.51      6.754        642    216,847     78.92    89.92    30.35      94.44 
7.00 - 7.49%                    285   59,217,535      16.86      7.264        627    207,781     79.63    90.57    22.11      96.07 
7.50 - 7.99%                    274   55,029,706      15.67      7.717        609    200,838     82.06    90.71    37.74      96.36 
8.00 - 8.49%                     92   12,975,281       3.69      8.243        600    141,036     84.02    88.81    48.48      95.49 
8.50 - 8.99%                     89   10,786,234       3.07      8.724        599    121,194     86.82    89.66    42.10      89.99 
9.00% & Above                   522   30,280,355       8.62     10.466        641     58,008     97.40    97.40    27.75      96.72 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Credit Score

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Credit Score                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
740 & Above                     103  $15,446,104       4.40%     7.155%       761   $149,962     83.16%   96.93%   29.62%     83.88%
720 - 739                        71   11,103,044       3.16      7.089        729    156,381     82.79    96.24    27.86      75.11 
700 - 719                       118   21,508,622       6.12      7.016        710    182,276     82.23    96.84    20.56      88.94 
680 - 699                       142   22,846,929       6.50      7.092        689    160,894     83.16    94.64    26.52      87.59 
660 - 679                       261   45,170,906      12.86      7.115        668    173,069     83.28    95.11    20.93      97.04 
640 - 659                       311   53,922,282      15.35      7.224        649    173,384     82.00    93.70    22.12      96.07 
620 - 639                       300   49,876,104      14.20      7.143        630    166,254     81.90    92.37    34.44      96.70 
600 - 619                       305   46,765,080      13.31      7.525        610    153,328     81.92    91.85    33.37      99.28 
580 - 599                       162   26,017,102       7.41      7.306        589    160,599     79.83    86.67    58.62     100.00 
560 - 579                        98   18,319,005       5.22      7.422        569    186,929     77.84    78.40    47.50     100.00 
540 - 559                        94   18,653,968       5.31      7.514        552    198,446     81.20    81.98    53.95      99.34 
520 - 539                        59   11,740,311       3.34      7.765        529    198,988     76.62    76.92    43.61     100.00 
500 - 519                        49    9,903,866       2.82      8.053        509    202,120     76.69    76.69    60.29      98.74 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Lien

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Lien                         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1                             1,511 $320,681,958      91.29%     6.991%       633   $212,232     79.86%   90.14%   33.89%     95.38%
2                               562   30,591,367       8.71     10.346        659     54,433     99.35    99.35    28.59      95.61 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-31

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Group I Mortgage Loans

 Distribution by Combined Original LTV

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Combined Original LTV        Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
60.00% & Below                   64  $10,990,261       3.13%     7.036%       585   $171,723     49.20%   49.20%   34.07%     93.99%
60.01 - 70.00%                   93   19,953,655       5.68      7.050        590    214,555     66.37    66.84    24.77      96.45 
70.01 - 80.00%                  997  215,165,943      61.25      6.872        648    215,813     79.34    94.56    28.64      95.92 
80.01 - 85.00%                  100   21,935,424       6.24      7.034        604    219,354     84.37    84.62    43.43      98.12 
85.01 - 90.00%                  160   31,831,827       9.06      7.338        617    198,949     89.44    89.59    48.10      90.73 
90.01 - 95.00%                  150   23,048,477       6.56      7.937        606    153,657     94.68    94.70    58.40      93.80 
95.01 - 100.00%                 509   28,347,739       8.07     10.265        661     55,693     99.94    99.94    31.11      95.72 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Original LTV

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Original LTV                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
60.00% & Below                  626  $41,581,628      11.84%     9.471%       640    $66,424     86.09%   86.09%   30.04%     95.18%
60.01 - 70.00%                   93   19,953,655       5.68      7.050        590    214,555     66.37    66.84    24.77      96.45 
70.01 - 80.00%                  997  215,165,943      61.25      6.872        648    215,813     79.34    94.56    28.64      95.92 
80.01 - 85.00%                  100   21,935,424       6.24      7.034        604    219,354     84.37    84.62    43.43      98.12 
85.01 - 90.00%                  148   31,190,384       8.88      7.282        616    210,746     89.44    89.59    48.77      90.71 
90.01 - 95.00%                  105   20,593,952       5.86      7.650        601    196,133     94.66    94.69    63.53      93.43 
95.01 - 100.00%                   4      852,340       0.24      7.417        683    213,085     99.09    99.09    64.35     100.00 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Documentation

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Documentation                Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Stated Doc                      960 $170,585,302      48.56%     7.409%       651   $177,693     80.57%   91.78%    0.00%     96.94%
Full Doc                        759  117,419,086      33.43      7.202        619    154,702     82.73    90.31   100.00      94.05 
Limited Doc                     354   63,268,937      18.01      7.097        624    178,726     82.03    89.86     0.00      93.76 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Purpose

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Purpose                      Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Purchase                      1,255 $193,674,940      55.14%     7.374%       655   $154,323     83.33%   97.62%   30.24%     93.87%
Cashout Refi                    752  145,763,753      41.50      7.159        611    193,835     79.19    82.27    38.05      97.06 
Rate/term Refi                   66   11,834,633       3.37      7.327        619    179,313     81.69    88.31    28.67     100.00 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-32

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Group I Mortgage Loans

 Distribution by Occupancy

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Occupancy                    Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Owner Occupied                1,976 $335,120,406      95.40%     7.286%       633   $169,595     81.50%   90.96%   32.95%    100.00%
Second Home                      62    9,131,779       2.60      7.281        702    147,287     82.93    96.98    33.11       0.00 
Investor                         35    7,021,140       2.00      7.132        682    200,604     82.36    82.36    56.37       0.00 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Property Type

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Property Type                Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Single Family                 1,393 $229,192,818      65.25%     7.282%       631   $164,532     81.30%   90.09%   34.81%     96.82%
PUD                             321   53,405,599      15.20      7.442        638    166,373     82.49    93.38    33.52      95.83 
Condo                           246   37,893,571      10.79      7.238        653    154,039     83.41    94.75    33.36      91.29 
2 Family                         86   21,452,352       6.11      6.993        646    249,446     79.93    89.94    20.89      94.86 
3-4 Family                       27    9,328,985       2.66      7.256        647    345,518     78.83    84.71    28.01      76.09 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by State

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
State                        Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
CA                              655 $131,881,066      37.54%     7.148%       642   $201,345     80.09%   89.80%   24.22%     95.38%
FL                              168   24,698,131       7.03      7.374        631    147,013     80.86    88.34    41.80      92.26 
NY                               94   24,593,631       7.00      6.980        635    261,634     81.02    90.11    34.14      97.87 
MD                              132   22,520,528       6.41      7.484        644    170,610     82.95    92.71    36.26      99.61 
VA                               87   15,413,911       4.39      7.603        640    177,171     81.30    92.91    23.59     100.00 
WA                               89   14,466,806       4.12      7.183        629    162,548     82.55    94.53    32.24      96.78 
IL                              105   14,287,290       4.07      7.409        640    136,069     84.58    93.28    33.69      98.67 
NJ                               58   14,027,740       3.99      6.957        617    241,858     81.58    86.10    44.24      94.34 
TX                              124   12,984,481       3.70      7.731        641    104,714     84.00    97.64    47.43      97.53 
MA                               63   11,070,130       3.15      6.874        641    175,716     80.55    92.58    23.45      96.03 
Other                           498   65,329,612      18.60      7.537        623    131,184     83.36    91.59    46.71      91.83 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-33

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Group I Mortgage Loans

 Distribution by Zip

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Zip                          Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
93550                            14   $2,558,793       0.73%     7.130%       641   $182,771     81.30%   91.54%    2.38%    100.00%
22193                            11    2,441,581       0.70      7.552        654    221,962     80.37    95.04     0.00     100.00 
93536                            11    2,037,011       0.58      7.223        673    185,183     83.09    98.87    53.94      81.55 
90044                             8    1,639,742       0.47      7.273        648    204,968     82.16    95.25     0.00     100.00 
93551                             8    1,595,825       0.45      7.778        626    199,478     83.64    98.90     0.00     100.00 
94565                             6    1,446,258       0.41      7.455        617    241,043     87.75    96.98    24.27     100.00 
90037                             6    1,433,197       0.41      7.117        681    238,866     80.09    86.03    26.46     100.00 
91730                             6    1,422,271       0.40      7.319        644    237,045     82.77    94.86     0.00     100.00 
95828                             6    1,384,241       0.39      6.327        640    230,707     84.00    96.22     0.00      76.29 
92201                             7    1,355,088       0.39      7.267        675    193,584     80.43    93.78    30.33     100.00 
Other                         1,990  333,959,319      95.07      7.284        635    167,819     81.51    90.74    34.47      95.37 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Remaining Months to Maturity

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Remaining Months To Maturity Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1 - 180                         579  $32,805,629       9.34%    10.107%       658    $56,659     97.46%   97.60%   28.76%     95.91%
181 - 240                         4      390,699       0.11      7.146        711     97,675     80.73    80.73    68.41     100.00 
241 - 360                     1,490  318,076,997      90.55      6.992        633    213,474     79.92    90.27    33.87      95.34 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Amortization Type

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Amortization Type            Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
10 YR ARM                         9   $2,006,058       0.57%     6.916%       614   $222,895     80.27%   85.17%   46.59%    100.00%
10 YR ARM IO                      1      174,300       0.05      6.625        631    174,300     70.00    70.00     0.00     100.00 
2 YR ARM                        555  105,528,841      30.04      7.175        623    190,142     80.23    89.99    38.21      93.04 
2 YR ARM BALLOON 40/30          538  124,663,929      35.49      6.964        626    231,717     79.76    90.91    28.03      97.15 
2 YR ARM IO                     139   35,192,573      10.02      6.502        681    253,184     80.19    96.81    32.62      95.78 
3 YR ARM                         37    7,907,248       2.25      7.074        622    213,709     79.59    85.81    41.36      83.35 
3 YR ARM BALLOON 40/30           19    4,597,878       1.31      6.658        648    241,994     80.50    88.94    38.44      95.17 
3 YR ARM IO                      17    4,201,560       1.20      6.582        680    247,151     82.82    93.81    20.98     100.00 
5 YR ARM                         13    2,282,440       0.65      6.942        609    175,572     83.27    85.49    71.48      94.01 
5 YR ARM BALLOON 40/30           13    2,865,902       0.82      6.950        633    220,454     77.36    82.95    29.01     100.00 
5 YR ARM IO                       5      949,800       0.27      6.272        683    189,960     81.78    94.91    67.05     100.00 
6 MO ARM                          1      186,504       0.05      7.990        502    186,504     79.47    79.47   100.00     100.00 
Fixed                           144   25,309,426       7.21      7.174        643    175,760     78.91    82.43    38.89      97.05 
Fixed Balloon 30/15             557   30,374,102       8.65     10.348        659     54,532     99.28    99.28    28.48      95.58 
Fixed Balloon 40/30              25    5,032,764       1.43      7.142        622    201,311     75.44    80.11    40.53     100.00 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Distribution by Initial Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Initial Periodic Cap         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1.00%                            10   $1,774,675       0.51%     7.001%       611   $177,467     80.36%   90.18%   78.55%    100.00%
1.50%                            19    3,059,302       0.87      7.047        613    161,016     82.00    86.08    12.37      95.97 
3.00%                         1,303  282,592,899      80.45      6.977        633    216,879     80.02    91.10    33.10      95.07 
5.00%                            15    3,130,158       0.89      6.704        636    208,677     80.16    87.28    50.20     100.00 
N/A                             726   60,716,292      17.28      8.759        649     83,631     88.81    90.67    33.82      96.56 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Periodic Cap                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1.00%                         1,343 $289,688,981      82.47%     6.973%       633   $215,703     80.10%   91.08%   33.34%     95.14%
2.00%                             4      868,052       0.25      7.601        575    217,013     61.75    61.75    35.91     100.00 
N/A                             726   60,716,292      17.28      8.759        649     83,631     88.81    90.67    33.82      96.56 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Months to Rate Reset

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Months To Rate Reset         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1 - 12                            1     $186,504       0.05%     7.990%       502   $186,504     79.47%   79.47%  100.00%    100.00%
13 - 24                       1,232  265,385,343      75.55      6.987        632    215,410     80.00    91.33    32.69      95.33 
25 - 36                          73   16,706,686       4.76      6.836        644    228,859     80.65    88.68    35.43      90.79 
49 & Above                       41    8,278,500       2.36      6.855        627    201,915     80.05    85.29    48.73      98.35 
N/A                             726   60,716,292      17.28      8.759        649     83,631     88.81    90.67    33.82      96.56 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Group I Mortgage Loans

 Distribution by Life Maximum Rate

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Life Maximum Rate            Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
11.99% & Below                    8   $2,109,372       0.60%     5.382%       667   $263,671     72.66%   86.33%   21.07%    100.00%
12.00 - 12.49%                   98   23,127,386       6.58      5.866        663    235,994     79.10    91.46    51.23      93.66 
12.50 - 12.99%                  203   48,468,041      13.80      6.271        658    238,759     79.30    91.99    37.02      96.01 
13.00 - 13.49%                  427   93,046,095      26.49      6.756        641    217,907     79.04    90.94    30.11      94.07 
13.50 - 13.99%                  255   54,643,613      15.56      7.267        628    214,289     80.16    91.61    20.79      96.08 
14.00 - 14.49%                  237   49,112,263      13.98      7.708        607    207,225     82.08    91.08    37.54      96.32 
14.50 - 14.99%                   57   10,189,457       2.90      8.234        588    178,762     82.71    88.37    40.92      96.34 
15.00 - 15.49%                   46    7,362,172       2.10      8.690        568    160,047     84.32    87.14    43.95      89.72 
15.50 - 15.99%                    9    1,379,684       0.39      9.132        520    153,298     77.03    77.03    41.66      95.29 
16.00% & Above                    7    1,118,950       0.32      9.738        546    159,850     85.28    85.28    76.51     100.00 
N/A                             726   60,716,292      17.28      8.759        649     83,631     88.81    90.67    33.82      96.56 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Margin

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Margin                       Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
4.99% & Below                    82  $14,666,090       4.18%     7.002%       635   $178,855     81.94%   91.92%   33.38%     95.80%
5.00 - 5.49%                     65   14,525,610       4.14      6.465        636    223,471     77.67    90.49    40.74      98.68 
5.50 - 5.99%                    208   46,943,988      13.36      6.522        642    225,692     78.02    88.61    44.82      97.09 
6.00 - 6.49%                    375   82,617,549      23.52      6.775        642    220,313     79.40    91.70    29.44      94.23 
6.50 - 6.99%                    299   67,008,374      19.08      7.087        629    224,108     79.98    91.62    24.37      95.53 
7.00 - 7.49%                    196   40,249,931      11.46      7.384        621    205,357     81.92    91.52    36.88      94.96 
7.50 - 7.99%                    122   24,545,491       6.99      7.822        609    201,193     83.39    90.38    38.84      91.43 
N/A                             726   60,716,292      17.28      8.759        649     83,631     88.81    90.67    33.82      96.56 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        2,073 $351,273,325     100.00%     7.283%       636   $169,452     81.56%   90.94%   33.43%     95.40%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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Selected Mortgage Loan Data(1)                                                  

 The Mortgage Loans - All Collateral

Scheduled Principal Balance:                                       $392,157,885 
Number of Mortgage Loans:                                                 1,736 
Average Scheduled Principal Balance:                                   $225,897 
Weighted Average Gross Coupon:                                            7.349%
Weighted Average Net Coupon: (2)                                          6.839%
Weighted Average Current FICO Score:                                        644 
Weighted Average Original LTV Ratio:                                      72.92%
Weighted Average Combined Original LTV Ratio:                             83.17%
Weighted Average Stated Remaining Term (months):                            335 
Weighted Average Seasoning(months):                                           1 
Weighted Average Months to Roll: (3)                                         26 
Weighted Average Gross Margin: (3)                                         6.48%
Weighted Average Initial Rate Cap: (3)                                     3.03%
Weighted Average Periodic Rate Cap: (3)                                    1.00%
Weighted Average Gross Maximum Lifetime Rate: (3)                         13.43%

(1)   All percentages calculated herein are percentages of scheduled principal  
  balance as of the Statistical Calculation Date unless otherwise noted.

(2)   The Weighted Average Net Coupon is equivalent to the Weighted Average     
Gross Coupon less initial Expense Fee Rate.                         

(3)   Represents the weighted average of the adjustable rate mortgage loans.    

 Distribution by Current Principal Balance

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Current Principal Balance    Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
$50,000 & Below                 297   $8,474,326       2.16%    10.115%       641    $28,533     95.77%   96.42%   49.91%     94.10%
$50,001 - $75,000               191   11,970,712       3.05      9.490        648     62,674     92.09    95.63    37.68      93.11 
$75,001 - $100,000              169   14,879,964       3.79      9.552        650     88,047     94.27    97.22    33.83      93.21 
$100,001 - $125,000             167   18,525,726       4.72      9.302        653    110,932     93.71    95.76    32.48      95.22 
$125,001 - $150,000             101   13,906,958       3.55      8.622        635    137,693     89.24    92.91    42.67      93.04 
$150,001 - $200,000             118   20,908,977       5.33      7.889        627    177,195     85.23    89.89    37.20      92.51 
$200,001 - $250,000              75   16,875,395       4.30      7.196        615    225,005     79.28    84.99    38.52      91.73 
$250,001 - $300,000              53   14,577,896       3.72      7.028        642    275,055     83.12    89.61    32.43      94.35 
$300,001 - $350,000              39   12,666,242       3.23      7.058        619    324,775     80.68    87.79    30.80      89.43 
$350,001 - $400,000             127   48,346,572      12.33      6.811        640    380,682     79.75    90.59    30.66      97.62 
$400,001 & Above                399  211,025,117      53.81      6.828        649    528,885     81.09    90.36    23.75      96.43 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-37

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Distribution by Current Rate

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Current Rate                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
4.99% & Below                     2     $911,200       0.23%     4.990%       683   $455,600     80.00%   88.76%  100.00%    100.00%
5.00 - 5.49%                      7    2,405,798       0.61      5.303        682    343,685     75.60    80.92    68.55     100.00 
5.50 - 5.99%                     97   39,741,820      10.13      5.826        677    409,709     76.95    86.53    27.86      97.21 
6.00 - 6.49%                    164   64,436,742      16.43      6.258        651    392,907     79.60    88.02    28.77      96.83 
6.50 - 6.99%                    304  106,644,517      27.19      6.759        645    350,804     80.97    91.39    32.79      94.35 
7.00 - 7.49%                    129   44,171,991      11.26      7.236        632    342,419     81.73    90.87    19.57      94.46 
7.50 - 7.99%                    175   50,362,971      12.84      7.737        623    287,788     82.49    90.58    29.10      95.51 
8.00 - 8.49%                     81   16,839,926       4.29      8.215        637    207,900     86.51    94.88    27.15      94.16 
8.50 - 8.99%                    129   20,243,805       5.16      8.712        605    156,929     87.90    89.20    41.10      94.28 
9.00% & Above                   648   46,399,115      11.83     10.455        652     71,604     97.78    97.91    22.10      95.78 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Credit Score

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Credit Score                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
740 & Above                      99  $25,342,377       6.46%     7.229%       766   $255,984     83.98%   94.27%   28.49%     83.85%
720 - 739                        69   18,444,233       4.70      6.790        728    267,308     83.48    92.49    19.95      92.62 
700 - 719                       114   24,763,464       6.31      7.127        708    217,223     85.06    94.53    24.58      95.86 
680 - 699                       122   27,780,453       7.08      7.327        689    227,709     83.65    95.64    10.12      90.53 
660 - 679                       218   52,178,364      13.31      7.246        669    239,350     82.60    91.36    23.13      94.63 
640 - 659                       251   53,523,257      13.65      7.479        649    213,240     84.61    94.72    19.76      92.34 
620 - 639                       236   49,678,276      12.67      7.371        630    210,501     83.34    92.39    28.93      98.42 
600 - 619                       280   58,530,712      14.93      7.372        610    209,038     83.31    90.36    29.30      98.99 
580 - 599                       165   33,018,666       8.42      7.428        589    200,113     84.19    89.36    59.19      99.21 
560 - 579                        64   17,568,891       4.48      7.329        570    274,514     80.24    80.71    40.48     100.00 
540 - 559                        46   13,590,978       3.47      7.540        550    295,456     80.06    80.06    32.13      97.52 
520 - 539                        41    9,771,285       2.49      7.801        529    238,324     78.52    79.09    42.55     100.00 
500 - 519                        31    7,966,929       2.03      8.142        509    256,998     77.49    77.49    55.73     100.00 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Lien

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Lien                         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1                             1,021 $341,703,556      87.13%     6.921%       640   $334,675     80.79%   89.69%   29.82%     95.41%
2                               715   50,454,329      12.87     10.249        666     70,565     99.25    99.25    23.17      95.44 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 Distribution by Combined Original LTV

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Combined Original LTV        Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
60.00% & Below                   43  $10,167,337       2.59%     6.622%       624   $236,450     50.97%   50.97%   26.75%     98.49%
60.01 - 70.00%                   52   15,552,700       3.97      6.932        595    299,090     65.32    65.32    27.14      97.00 
70.01 - 80.00%                  608  214,841,963      54.78      6.825        652    353,358     79.28    93.40    22.65      96.88 
80.01 - 85.00%                   92   31,113,485       7.93      6.863        620    338,190     84.44    84.62    50.93      95.51 
85.01 - 90.00%                  164   46,378,929      11.83      7.208        629    282,798     89.63    89.63    40.27      91.23 
90.01 - 95.00%                  129   26,920,784       6.86      7.879        625    208,688     94.70    94.74    43.80      89.47 
95.01 - 100.00%                 648   47,182,687      12.03     10.189        666     72,813     99.91    99.91    24.70      94.97 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Original LTV

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Original LTV                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
60.00% & Below                  756  $60,556,744      15.44%     9.640%       659    $80,102     91.24%   91.24%   23.69%     95.95%
60.01 - 70.00%                   52   15,552,700       3.97      6.932        595    299,090     65.32    65.32    27.14      97.00 
70.01 - 80.00%                  607  214,805,158      54.78      6.824        652    353,880     79.28    93.40    22.64      96.88 
80.01 - 85.00%                   90   31,028,586       7.91      6.855        620    344,762     84.45    84.63    50.89      95.50 
85.01 - 90.00%                  141   44,925,356      11.46      7.102        628    318,620     89.63    89.63    41.42      91.11 
90.01 - 95.00%                   85   24,548,306       6.26      7.608        622    288,804     94.68    94.72    46.01      88.78 
95.01 - 100.00%                   5      741,033       0.19      8.224        635    148,207     98.06    98.06    92.85      68.79 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Documentation

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Documentation                Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Stated Doc                      777 $188,578,366      48.09%     7.584%       657   $242,701     82.01%   91.12%    0.00%     96.64%
Full Doc                        617  113,580,799      28.96      7.210        628    184,086     84.23    90.14   100.00      94.09 
Limited Doc                     342   89,998,721      22.95      7.032        636    263,154     84.26    91.48     0.00      94.50 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 Distribution by Purpose

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Purpose                      Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Purchase                      1,059 $199,171,656      50.79%     7.591%       664   $188,075     85.08%   96.99%   22.44%     93.12%
Cashout Refi                    627  181,716,227      46.34      7.093        622    289,819     81.18    84.48    36.00      97.79 
Rate/term Refi                   50   11,270,002       2.87      7.214        626    225,400     81.42    87.38    30.87      97.50 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Occupancy

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Occupancy                    Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Owner Occupied                1,642 $374,169,652      95.41%     7.345%       641   $227,874     83.00%   90.83%   28.56%    100.00%
Second Home                      58   11,056,795       2.82      7.582        693    190,634     86.41    96.41    19.45       0.00 
Investor                         36    6,931,438       1.77      7.212        682    192,540     87.18    87.18    65.75       0.00 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Property Type

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Property Type                Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
Single Family                 1,234 $280,339,201      71.49%     7.303%       641   $227,179     82.89%   90.18%   29.72%     96.95%
PUD                             277   64,379,170      16.42      7.452        645    232,416     83.62    92.97    24.32      93.33 
Condo                           132   25,032,110       6.38      7.378        652    189,637     82.59    91.71    32.53      88.94 
2 Family                         75   17,600,998       4.49      7.617        661    234,680     85.43    94.59    24.75      94.24 
3-4 Family                       18    4,806,407       1.23      7.537        649    267,023     88.23    88.86    43.78      71.83 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 Group II Mortgage Loans

 Distribution by State

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
State                        Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
CA                              700 $225,118,926      57.41%     7.165%       650   $321,598     82.32%   90.75%   26.13%     97.77%
NY                               76   19,587,161       4.99      7.575        644    257,726     85.77    92.13    22.24      97.96 
FL                              101   18,200,090       4.64      7.751        634    180,199     82.96    88.09    34.49      83.03 
MD                               73   15,795,427       4.03      7.423        634    216,376     81.73    89.81    19.39      98.17 
VA                               77   15,735,385       4.01      7.979        629    204,356     84.61    94.19    28.35     100.00 
NJ                               59   13,054,709       3.33      7.232        640    221,266     83.28    89.62    27.10      92.25 
MA                               57   10,782,197       2.75      7.205        645    189,161     83.26    86.00    28.90     100.00 
AZ                               45   10,742,662       2.74      7.651        621    238,726     83.36    91.53    28.60      91.59 
TX                              121    9,657,010       2.46      7.850        631     79,810     84.34    94.75    48.87      91.38 
NV                               42    9,070,245       2.31      7.670        645    215,958     84.38    90.84    17.72      73.19 
Other                           385   44,414,073      11.33      7.593        631    115,361     85.79    92.27    46.26      90.99 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Zip

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Zip                          Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
92336                            10   $3,130,536       0.80%     7.502%       630   $313,054     85.28%   91.16%   19.48%    100.00%
91350                             8    2,459,259       0.63      7.541        637    307,407     83.93    95.21     0.00      82.82 
33076                             7    2,335,601       0.60      7.746        674    333,657     79.55    93.94    20.96      72.19 
93551                             6    2,314,702       0.59      6.956        598    385,784     87.75    93.42    36.44     100.00 
91342                             6    2,237,290       0.57      7.015        640    372,882     83.81    87.65    22.34     100.00 
94014                             5    2,226,206       0.57      7.333        727    445,241     84.30    95.48    30.16     100.00 
92555                             8    2,206,054       0.56      8.078        656    275,757     83.95    99.17     0.00     100.00 
94591                             6    2,130,828       0.54      7.290        685    355,138     81.79    93.24    21.39      84.06 
90019                             5    2,086,339       0.53      7.369        671    417,268     82.18    93.64    31.80     100.00 
91351                             6    2,039,807       0.52      7.224        659    339,968     86.20    97.56    29.41     100.00 
Other                         1,669  368,991,266      94.09      7.345        643    221,085     83.12    90.73    29.47      95.51 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Remaining Months to Maturity

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Remaining Months To Maturity Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1 - 180                         716  $51,037,291      13.01%    10.191%       666    $71,281     98.89%   98.89%   23.23%     95.50%
181 - 240                         7      332,972       0.08     10.108        668     47,567     78.22    78.22    54.41     100.00 
241 - 360                     1,013  340,787,623      86.90      6.921        640    336,414     80.82    89.74    29.80      95.40 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

A-41

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 Group II Mortgage Loans

 Distribution by Amortization Type

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Amortization Type            Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
10 YR ARM                         4   $1,196,647       0.31%     6.802%       657   $299,162     82.55%   82.55%   28.76%     63.26%
2 YR ARM                        326   85,168,717      21.72      7.235        635    261,254     81.70    88.82    27.98      89.87 
2 YR ARM BALLOON 40/30          351  136,119,581      34.71      6.988        628    387,805     80.84    90.98    23.68      97.31 
2 YR ARM IO                     170   64,148,842      16.36      6.615        665    377,346     82.05    94.75    40.38      99.40 
3 YR ARM                         19    5,461,184       1.39      6.769        638    287,431     75.09    78.47    32.11     100.00 
3 YR ARM BALLOON 40/30           10    3,973,276       1.01      7.041        629    397,328     85.01    89.07    25.28      92.53 
3 YR ARM IO                      15    5,148,409       1.31      6.455        659    343,227     84.26    88.65    38.61      89.15 
5 YR ARM                         12    4,272,551       1.09      6.663        633    356,046     79.16    80.28    20.08      91.05 
5 YR ARM BALLOON 40/30           11    5,480,638       1.40      6.308        650    498,240     75.33    82.67    23.89     100.00 
5 YR ARM IO                      17    8,376,900       2.14      6.133        684    492,759     80.72    86.41    40.86     100.00 
6 MO ARM                          3    1,135,909       0.29      6.747        664    378,636     83.95    83.95    85.98      79.72 
Fixed                            89   15,974,002       4.07      7.037        650    179,483     76.60    80.88    43.40      94.03 
Fixed Balloon 30/15             693   49,439,141      12.61     10.253        666     71,341     99.41    99.41    22.95      95.43 
Fixed Balloon 40/30              16    6,262,088       1.60      6.822        630    391,381     71.54    74.66    26.70      96.87 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Initial Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Initial Periodic Cap         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1.00%                            10   $1,778,816       0.45%     7.029%       663   $177,882     76.19%   76.19%   63.66%     87.05%
1.50%                            10    3,530,531       0.90      6.406        642    353,053     82.75    92.68    23.12     100.00 
2.00%                             1      139,796       0.04      7.600        583    139,796     79.94   100.00   100.00     100.00 
3.00%                           898  306,417,242      78.14      6.951        639    341,222     81.25    90.63    28.65      95.46 
4.00%                             1       87,972       0.02      8.400        638     87,972     90.00    90.00     0.00     100.00 
5.00%                            18    8,528,297       2.17      6.230        682    473,794     80.37    85.08    44.17      94.84 
N/A                             798   71,675,231      18.28      9.237        659     89,819     91.89    93.12    27.84      95.24 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Periodic Cap                 Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1.00%                           935 $320,262,889      81.67%     6.926%       640   $342,527     81.22%   90.44%   29.19%     95.47%
2.00%                             3      219,765       0.06      7.970        615     73,255     71.21    71.21    59.97      71.81 
N/A                             798   71,675,231      18.28      9.237        659     89,819     91.89    93.12    27.84      95.24 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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 Group II Mortgage Loans

Distribution by Months to Rate Reset

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Months To Rate Reset         Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
1 - 12                            3   $1,135,909       0.29%     6.747%       664   $378,636     83.95%   83.95%   85.98%     79.72%
13 - 24                         847  285,437,139      72.79      6.978        638    336,998     81.37    91.18    28.72      95.56 
25 - 36                          44   14,582,870       3.72      6.733        643    331,429     81.03    84.95    32.55      94.14 
49 & Above                       44   19,326,736       4.93      6.341        661    439,244     78.96    83.76    30.70      95.75 
N/A                             798   71,675,231      18.28      9.237        659     89,819     91.89    93.12    27.84      95.24 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

 Distribution by Life Maximum Rate

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Life Maximum Rate            Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
11.99% & Below                    9   $3,316,998       0.85%     5.217%       682   $368,555     76.81%   83.07%   77.19%    100.00%
12.00 - 12.49%                   93   38,163,214       9.73      5.833        678    410,357     77.66    87.83    27.52      98.21 
12.50 - 12.99%                  149   57,347,678      14.62      6.257        651    384,884     80.85    90.01    28.89      96.10 
13.00 - 13.49%                  281  100,624,260      25.66      6.759        645    358,093     81.05    91.85    31.12      94.79 
13.50 - 13.99%                  120   41,951,403      10.70      7.240        630    349,595     81.66    91.09    19.95      94.39 
14.00 - 14.49%                  149   46,473,880      11.85      7.734        621    311,905     82.86    90.79    28.41      95.45 
14.50 - 14.99%                   55   14,654,257       3.74      8.209        628    266,441     84.77    94.14    23.46      92.97 
15.00 - 15.49%                   61   15,019,887       3.83      8.680        574    246,228     84.23    85.80    40.69      93.88 
15.50 - 15.99%                   15    2,208,633       0.56      9.246        557    147,242     82.08    84.08    49.62     100.00 
16.00% & Above                    6      722,445       0.18      9.695        542    120,408     72.15    74.28    65.58     100.00 
N/A                             798   71,675,231      18.28      9.237        659     89,819     91.89    93.12    27.84      95.24 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

Distribution by Margin

                                                        [Enlarge/Download Table]

                                                                                              Weighted    Wt.                       
                                                   Pct. Of    Weighted   Weighted               Avg.      Avg.                      
                             Number                Pool By      Avg.       Avg.      Avg.     Combined    CLTV     Pct.      Pct.   
                               of    Principal    Principal    Gross     Current   Principal  Original   incld     Full     Owner   
Margin                       Loans    Balance      Balance     Coupon      FICO     Balance     LTV       SS.      Doc     Occupied 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
                                                                                                                                    
4.99% & Below                    25   $7,714,521       1.97%     6.534%       679   $308,581     79.28%   84.51%   29.00%     79.95%
5.00 - 5.49%                     48   17,861,196       4.55      6.082        659    372,108     77.09    85.37    39.25      99.76 
5.50 - 5.99%                    152   52,271,358      13.33      6.400        644    343,891     78.92    88.57    32.95      96.94 
6.00 - 6.49%                    231   93,987,961      23.97      6.755        643    406,874     80.58    91.44    26.14      97.37 
6.50 - 6.99%                    184   63,612,810      16.22      6.979        641    345,722     80.79    90.85    20.68      96.80 
7.00 - 7.49%                    126   42,385,185      10.81      7.371        630    336,390     84.12    92.20    31.09      96.66 
7.50 - 7.99%                     67   18,333,322       4.67      7.583        630    273,632     85.81    92.67    34.31      83.40 
8.00 - 8.49%                     95   22,707,076       5.79      8.075        616    239,022     85.08    90.60    39.65      90.16 
8.50 - 8.99%                      9    1,388,388       0.35      7.982        608    154,265     81.24    84.56    53.28      86.04 
9.00 - 9.49%                      1      220,839       0.06      7.590        618    220,839     85.00    85.00   100.00     100.00 
N/A                             798   71,675,231      18.28      9.237        659     89,819     91.89    93.12    27.84      95.24 
---------------------------- ------ ------------  ---------   --------   --------  ---------  --------   ------   ------   -------- 
Total:                        1,736 $392,157,885     100.00%     7.349%       644   $225,897     83.17%   90.92%   28.96%     95.41%
============================ ====== ============  =========   ========   ========  =========  ========   ======   ======   ======== 

This material is for your information. This material is not to be construed as  
an offer to sell or the solicitation of any offer to buy any security in any    
jurisdiction where such an offer or solicitation would be illegal. The          
information contained in this material may not pertain to any securities that   
will actually be sold. The information contained in this material may be based  
on assumptions regarding market conditions and other matters as reflected in    
this material. We make no representations regarding the reasonableness of such  
assumptions or the likelihood that any of such assumptions will coincide with   
actual market conditions or events, and this material should not be relied upon 
for such purposes. We and our affiliates, officers, directors, partners and     
employees, including persons involved in the preparation or issuance of this    
material may, from time to time, have long or short positions in, and buy or    
sell, the securities mentioned in this material or derivatives of those         
securities (including options). Information contained in this material is       
current as of the date appearing on this material only and supersedes all prior 
information regarding the securities and assets referred to in this material.   
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In       
addition, , subject to applicable law, you may disclose any and all aspects of  
any potential transaction or structure described herein that are necessary to   
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.      
imposing any limitation of any kind.                                            

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You should rely only on the information contained in or incorporated by   
reference into this prospectus supplement or the prospectus. We have not        
authorized anyone to give you different information. We do not claim the        
accuracy of the information in this prospectus supplement or the prospectus as  
of any date other than the date stated on the cover page. We are not offering   
the securities in any states where it is not permitted.                         

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

GS Mortgage Securities Corp.
 Depositor

Litton Loan Servicing LP

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘FWP’ Filing		Date		First		Last			Other Filings
		1/25/06		124
		12/28/05		7		124			8-K
		12/16/05		124					FWP
Filed as of:		12/15/05
Filed on:		12/14/05		2
		12/9/05		137		140
		12/1/05		7		124
		11/17/05		2
		11/15/05		33
		11/2/05		1
		11/1/05		7		124
		10/28/05		112
		9/30/05		45		46
		7/15/05		34
		12/31/04		46
		12/1/04		45
		8/1/04		56
		7/7/04		23
		6/14/04		33
		12/31/03		46
		11/26/03		23
		3/7/03		56		124
		10/1/02		56		124
		11/16/99		45
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