GSAMP Trust 2006-FM1 – ‘8-K’ for 4/27/06 – ‘EX-4’

On:  Thursday, 5/18/06, at 5:04pm ET   ·   For:  4/27/06   ·   Accession #:  914121-6-1853   ·   File #:  333-132809-01

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Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     13K 
 2: EX-1        Underwriting Agreement                                23±    83K 
 3: EX-4        Pooling and Servicing Agreement                      497±  1.72M 

‘EX-4’   —   Pooling and Servicing Agreement

Exhibit Table of Contents

EX-4
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GSAMP TRUST 2006-FM1

MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2006-FM1

 TRUST AGREEMENT

 between

 GS MORTGAGE SECURITIES CORP.,
Depositor,

 and

 DEUTSCHE BANK NATIONAL TRUST COMPANY,
 Trustee

 Dated April 1, 2006

                                                        [Enlarge/Download Table]


                                TABLE OF CONTENTS                                           

                                                                                        Page

                                    ARTICLE I                                               

                                   DEFINITIONS                                              
                                                                                            

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

                                   ARTICLE II                                               

                          CONVEYANCE OF MORTGAGE LOANS;                                     
                         REPRESENTATIONS AND WARRANTIES                                     

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

                                   ARTICLE III                                              

                                 TRUST ACCOUNTS                                             

Section 3.01  Excess Reserve Fund Account; Distribution Account.............................
Section 3.02  Investment of Funds in the Distribution Account...............................

                                   ARTICLE IV                                               

                                  DISTRIBUTIONS                                             

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

                                    ARTICLE V                                               

                                THE CERTIFICATES                                            

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

                                   ARTICLE VI                                               

                                  THE DEPOSITOR                                             

Section 6.01  Liabilities of the Depositor..................................................
Section 6.02  Merger or Consolidation of the Depositor......................................
Section 6.03  Limitation on Liability of the Depositor and Others...........................
Section 6.04  Servicing Compliance Review...................................................
Section 6.05  Optional Purchase of Delinquent Mortgage Loans................................

                                   ARTICLE VII                                              

                                SERVICER DEFAULT                                            

Section 7.01  Events of Default.............................................................
Section 7.02  Trustee to Act; Appointment of Successor......................................
Section 7.03  Trustee to Act as Servicer....................................................
Section 7.04  Notification to Certificateholders............................................

                                  ARTICLE VIII                                              

                             CONCERNING THE TRUSTEE                                         

Section 8.01  Duties of the Trustee.........................................................
Section 8.02  Administration of the Servicers...............................................
Section 8.03  Certain Matters Affecting the Trustee.........................................
Section 8.04  Trustee Not Liable for Certificates or Mortgage Loans.........................
Section 8.05  Trustee May Own Certificates..................................................
Section 8.06  Trustee's Fees and Expenses...................................................
Section 8.07  Eligibility Requirements for the Trustee......................................
Section 8.08  Resignation and Removal of the Trustee........................................
Section 8.09  Successor Trustee.............................................................
Section 8.10  Merger or Consolidation of the Trustee........................................
Section 8.11  Appointment of Co-Trustee or Separate Trustee.................................
Section 8.12  Tax Matters...................................................................
Section 8.13  Periodic Filings..............................................................
Section 8.14  Tax Treatment of Upper-Tier Carry Forward Amounts, Basis Risk Carry           
              Forward Amounts, the Supplemental Interest Trust and the Interest Rate        
              Swap Agreement................................................................
Section 8.15  Gramm-Leach-Bliley Act........................................................
Section 8.16  Annual Reports on Assessment of Compliance with Servicing Criteria:           
              Annual Independent Public Accountants' Attestation Report.....................

                                   ARTICLE IX                                               

                                   TERMINATION                                              

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

                                    ARTICLE X                                               

                            MISCELLANEOUS PROVISIONS                                        

Section 10.01 Amendment.....................................................................
Section 10.02 Recordation of Agreement; Counterparts........................................
Section 10.03 Governing Law.................................................................
Section 10.04 Intention of Parties..........................................................
Section 10.05 Notices.......................................................................
Section 10.06 Severability of Provisions....................................................
Section 10.07 Limitation on Rights of Certificateholders....................................
Section 10.08 Certificates Nonassessable and Fully Paid.....................................
Section 10.09 Waiver of Jury Trial..........................................................
Section 10.10 Limitation of Damages.........................................................
Section 10.11 Rights of the Swap Provider...................................................
Section 10.12 Regulation AB Compliance; Intent of the Parties; Reasonableness...............

EX-4
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 SCHEDULES

Schedule I  Mortgage Loan Schedule                                              

EXHIBITS

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

Exhibit B   Form of Class P Certificate                                         

Exhibit C   Form of Class C Certificate                                         

Exhibit D-1 Form of Class R Certificate                                         

Exhibit D-2 Form of Class RC Certificate                                        

Exhibit D-3 Form of Class RX Certificate                                        

Exhibit E   Form of Class X Certificate                                         

Exhibit F   Form of Initial Certification of Trustee                            

Exhibit G   Form of Document Certification and Exception Report of Trustee      

Exhibit H   Form of Residual Transfer Affidavit                                 

Exhibit I   Form of Transferor Certificate                                      

Exhibit J   Form of Rule 144A Letter                                            

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

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

Exhibit M   Form of Certification to be provided to Depositor                   

Exhibit N   Servicing Criteria                                                  

Exhibit O   Amended and Restated Flow Mortgage Loan Purchase and Warranties     
            Agreement, dated as of January 1, 2006, between Fremont Investment &
Loan and Goldman Sachs Mortgage Company                 

Exhibit P   Amended and Restated Flow Interim Servicing Agreement, dated as of  
            January 1, 2006, between Fremont Investment & Loan and Goldman Sachs
Mortgage Company                                        

Exhibit Q-1 Servicing Agreement, dated as of April 27, 2006, between the        
Depositor, Wells Fargo Bank, N.A and the Trustee.       

ExhibitQ-2  The Second Amended and Restated Master Seller's Warranties and      
      Servicing Agreement, dated as of November 1, 2005, between the
Sponsor and Wells Fargo Bank, N.A.                      

Exhibit R   Contents of Each Mortgage File                                      

Exhibit S   Request for Release                                                 

Exhibit T   Assignment, Assumption and Recognition Agreement, dated as of       
          April 27, 2006, between the Sponsor, Fremont Investment & Loan and
the Depositor                                           

Exhibit U   Additional Form 10-D Disclosure                                     

Exhibit V   Additional Form 10-K Disclosure                                     

Exhibit W   Form 8-K Disclosure Information                                     

Exhibit X   Interest Rate Swap Agreement                                        

Exhibit Y   Form of Power Attorney                                              

Exhibit Z   Form of Additional Disclosure Information                           

           THIS TRUST AGREEMENT, dated as of April 1, 2006 (this "Agreement"),
is hereby executed by and between GS MORTGAGE SECURITIES CORP., a Delaware      
corporation (the "Depositor"), and DEUTSCHE BANK NATIONAL TRUST COMPANY, as     
trustee (the "Trustee").                                                        

W I T N E S S E T H:

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

 PRELIMINARY STATEMENT

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

          The Class RX Certificates represent ownership of the sole class of
residual interest in the Class X REMIC. The Class RC Certificates represent     
ownership of the sole class of residual interest in Pooling-Tier REMIC-1 for    
purposes of the REMIC Provisions. The Class R Certificates represent ownership  
of the sole class of residual interest in each of Pooling-Tier REMIC-2, the     
Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions. 

      The Start-up Day for each Trust REMIC is the Closing Date. The
latest possible maturity date for each regular interest is the latest date      
referenced in Section 2.04.                                                     

          The Class X REMIC shall hold as assets the Class UT-X Interest and
the Class UT-IO Interest as set out below. The Upper-Tier REMIC shall hold as   
assets the several classes of uncertificated Lower-Tier Regular Interests, set  
out below. The Lower-Tier REMIC shall hold as assets the several classes of     
uncertificated Pooling-Tier REMIC-2 Regular Interests. Pooling-Tier REMIC-2     
shall hold as assets the several classes of uncertificated Pooling-Tier REMIC-1 
Regular Interests. Pooling-Tier REMIC-1 shall hold as assets the assets of the  
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the Interest Rate    
Swap Agreement, (iii) the Supplemental Interest Trust, (iv) the Excess Reserve  
Fund Account, and (v) the right of the LIBOR Certificates to receive Upper-Tier 
Carry Forward Amounts and, without duplication, Basis Risk Carry Forward Amounts
and the obligation to pay Class IO Shortfalls).                                 

          For federal income tax purposes, each Class of LIBOR Certificates,
the Class X Certificates and the Class P Certificates represent beneficial      
ownership of portions of the Trust Fund which shall be treated as a grantor     
trust as more fully described in Section 8.11.                                  

Pooling-Tier REMIC-1

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

                                                                [Download Table]


                                                       Initial     
                                                    Pooling-Tier   
 Pooling-Tier REMIC-1   Pooling-Tier REMIC-1     REMIC-1 Principal 
       Interest            Interest Rate              Amount       
---------------------  ---------------------  ---------------------
                                                                   
Class PT1-I-1                   (1)             $    5,353,334.51  
Class PT1-I-2A                  (2)             $    2,032,520.82  
Class PT1-I-2B                  (3)             $    2,032,520.82  
Class PT1-I-3A                  (2)             $    2,496,071.39  
Class PT1-I-3B                  (3)             $    2,496,071.39  
Class PT1-I-4A                  (2)             $    2,955,452.24  
Class PT1-I-4B                  (3)             $    2,955,452.24  
Class PT1-I-5A                  (2)             $    3,406,600.34  
Class PT1-I-5B                  (3)             $    3,406,600.34  
Class PT1-I-6A                  (2)             $    3,845,328.74  
Class PT1-I-6B                  (3)             $    3,845,328.74  
Class PT1-I-7A                  (2)             $    4,267,376.35  
Class PT1-I-7B                  (3)             $    4,267,376.35  
Class PT1-I-8A                  (2)             $    4,667,911.00  
Class PT1-I-8B                  (3)             $    4,667,911.00  
Class PT1-I-9A                  (2)             $    5,043,151.82  
Class PT1-I-9B                  (3)             $    5,043,151.82  
Class PT1-I-10A                 (2)             $    5,389,121.99  
Class PT1-I-10B                 (3)             $    5,389,121.99  
Class PT1-I-11A                 (2)             $    5,662,323.93  
Class PT1-I-11B                 (3)             $    5,662,323.93  
Class PT1-I-12A                 (2)             $    5,391,416.49  
Class PT1-I-12B                 (3)             $    5,391,416.49  
Class PT1-I-13A                 (2)             $    5,133,299.71  
Class PT1-I-13B                 (3)             $    5,133,299.71  
Class PT1-I-14A                 (2)             $    4,887,590.88  
Class PT1-I-14B                 (3)             $    4,887,590.88  
Class PT1-I-15A                 (2)             $    4,653,691.34  
Class PT1-I-15B                 (3)             $    4,653,691.34  
Class PT1-I-16A                 (2)             $    4,431,031.30  
Class PT1-I-16B                 (3)             $    4,431,031.30  
Class PT1-I-17A                 (2)             $    4,219,069.81  
Class PT1-I-17B                 (3)             $    4,219,069.81  
Class PT1-I-18A                 (2)             $    4,017,290.24  
Class PT1-I-18B                 (3)             $    4,017,290.24  
Class PT1-I-19A                 (2)             $    3,825,202.57  
Class PT1-I-19B                 (3)             $    3,825,202.57  
Class PT1-I-20A                 (2)             $    3,649,888.34  
Class PT1-I-20B                 (3)             $    3,649,888.34  
Class PT1-I-21A                 (2)             $    3,476,081.92  
Class PT1-I-21B                 (3)             $    3,476,081.92  
Class PT1-I-22A                 (2)             $    3,308,543.76  
Class PT1-I-22B                 (3)             $    3,308,543.76  
Class PT1-I-23A                 (2)             $    3,669,930.87  
Class PT1-I-23B                 (3)             $    3,669,930.87  
Class PT1-I-24A                 (2)             $    9,772,296.34  
Class PT1-I-24B                 (3)             $    9,772,296.34  
Class PT1-I-25A                 (2)             $    8,109,028.14  
Class PT1-I-25B                 (3)             $    8,109,028.14  
Class PT1-I-26A                 (2)             $    6,464,733.94  
Class PT1-I-26B                 (3)             $    6,464,733.94  
Class PT1-I-27A                 (2)             $    2,135,271.64  
Class PT1-I-27B                 (3)             $    2,135,271.64  
Class PT1-I-28A                 (2)             $    2,011,385.26  
Class PT1-I-28B                 (3)             $    2,011,385.26  
Class PT1-I-29A                 (2)             $      689,411.85  
Class PT1-I-29B                 (3)             $      689,411.85  
Class PT1-I-30A                 (2)             $    1,378,751.99  
Class PT1-I-30B                 (3)             $    1,378,751.99  
Class PT1-I-31A                 (2)             $    1,625,462.65  
Class PT1-I-31B                 (3)             $    1,625,462.65  
Class PT1-I-32A                 (2)             $    1,532,685.25  
Class PT1-I-32B                 (3)             $    1,532,685.25  
Class PT1-I-33A                 (2)             $    1,445,307.87  
Class PT1-I-33B                 (3)             $    1,445,307.87  
Class PT1-I-34A                 (2)             $    1,363,011.96  
Class PT1-I-34B                 (3)             $    1,363,011.96  
Class PT1-I-35A                 (2)             $    1,285,489.39  
Class PT1-I-35B                 (3)             $    1,285,489.39  
Class PT1-I-36A                 (2)             $    1,221,923.02  
Class PT1-I-36B                 (3)             $    1,221,923.02  
Class PT1-I-37A                 (2)             $    1,185,141.85  
Class PT1-I-37B                 (3)             $    1,185,141.85  
Class PT1-I-38A                 (2)             $    1,118,006.18  
Class PT1-I-38B                 (3)             $    1,118,006.18  
Class PT1-I-39A                 (2)             $    1,054,757.90  
Class PT1-I-39B                 (3)             $    1,054,757.90  
Class PT1-I-40A                 (2)             $      995,168.68  
Class PT1-I-40B                 (3)             $      995,168.68  
Class PT1-I-41A                 (2)             $      939,021.94  
Class PT1-I-41B                 (3)             $      939,021.94  
Class PT1-I-42A                 (2)             $      886,110.93  
Class PT1-I-42B                 (3)             $      886,110.93  
Class PT1-I-43A                 (2)             $      836,260.81  
Class PT1-I-43B                 (3)             $      836,260.81  
Class PT1-I-44A                 (2)             $      789,283.70  
Class PT1-I-44B                 (3)             $      789,283.70  
Class PT1-I-45A                 (2)             $      745,011.20  
Class PT1-I-45B                 (3)             $      745,011.20  
Class PT1-I-46A                 (2)             $      703,285.22  
Class PT1-I-46B                 (3)             $      703,285.22  
Class PT1-I-47A                 (2)             $      663,956.07  
Class PT1-I-47B                 (3)             $      663,956.07  
Class PT1-I-48A                 (2)             $      626,884.36  
Class PT1-I-48B                 (3)             $      626,884.36  
Class PT1-I-49A                 (2)             $      591,937.96  
Class PT1-I-49B                 (3)             $      591,937.96  
Class PT1-I-50A                 (2)             $      558,992.46  
Class PT1-I-50B                 (3)             $      558,992.46  
Class PT1-I-51A                 (2)             $      527,931.83  
Class PT1-I-51B                 (3)             $      527,931.83  
Class PT1-I-52A                 (2)             $      498,645.38  
Class PT1-I-52B                 (3)             $      498,645.38  
Class PT1-I-53A                 (2)             $      471,030.62  
Class PT1-I-53B                 (3)             $      471,030.62  
Class PT1-I-54A                 (2)             $      444,989.57  
Class PT1-I-54B                 (3)             $      444,989.57  
Class PT1-I-55A                 (2)             $      420,431.19  
Class PT1-I-55B                 (3)             $      420,431.19  
Class PT1-I-56A                 (2)             $      397,272.17  
Class PT1-I-56B                 (3)             $      397,272.17  
Class PT1-I-57A                 (2)             $      375,425.49  
Class PT1-I-57B                 (3)             $      375,425.49  
Class PT1-I-58A                 (2)             $      354,817.03  
Class PT1-I-58B                 (3)             $      354,817.03  
Class PT1-I-59A                 (2)             $      335,518.97  
Class PT1-I-59B                 (3)             $      335,518.97  
Class PT1-I-60A                 (2)             $      317,336.99  
Class PT1-I-60B                 (3)             $      317,336.99  
Class PT1-I-61A                 (2)             $    4,977,681.56  
Class PT1-I-61B                 (3)             $    4,977,681.56  
Class PT1-II-1                  (4)             $   11,257,477.05  
Class PT1-II-2A                 (5)             $    4,274,089.18  
Class PT1-II-2B                 (6)             $    4,274,089.18  
Class PT1-II-3A                 (5)             $    5,248,867.11  
Class PT1-II-3B                 (6)             $    5,248,867.11  
Class PT1-II-4A                 (5)             $    6,214,876.76  
Class PT1-II-4B                 (6)             $    6,214,876.76  
Class PT1-II-5A                 (5)             $    7,163,574.16  
Class PT1-II-5B                 (6)             $    7,163,574.16  
Class PT1-II-6A                 (5)             $    8,086,154.76  
Class PT1-II-6B                 (6)             $    8,086,154.76  
Class PT1-II-7A                 (5)             $    8,973,658.15  
Class PT1-II-7B                 (6)             $    8,973,658.15  
Class PT1-II-8A                 (5)             $    9,815,923.00  
Class PT1-II-8B                 (6)             $    9,815,923.00  
Class PT1-II-9A                 (5)             $   10,604,998.68  
Class PT1-II-9B                 (6)             $   10,604,998.68  
Class PT1-II-10A                (5)             $   11,332,522.51  
Class PT1-II-10B                (6)             $   11,332,522.51  
Class PT1-II-11A                (5)             $   11,907,025.57  
Class PT1-II-11B                (6)             $   11,907,025.57  
Class PT1-II-12A                (5)             $   11,337,347.51  
Class PT1-II-12B                (6)             $   11,337,347.51  
Class PT1-II-13A                (5)             $   10,794,566.29  
Class PT1-II-13B                (6)             $   10,794,566.29  
Class PT1-II-14A                (5)             $   10,277,877.12  
Class PT1-II-14B                (6)             $   10,277,877.12  
Class PT1-II-15A                (5)             $    9,786,021.16  
Class PT1-II-15B                (6)             $    9,786,021.16  
Class PT1-II-16A                (5)             $    9,317,800.20  
Class PT1-II-16B                (6)             $    9,317,800.20  
Class PT1-II-17A                (5)             $    8,872,076.69  
Class PT1-II-17B                (6)             $    8,872,076.69  
Class PT1-II-18A                (5)             $    8,447,764.26  
Class PT1-II-18B                (6)             $    8,447,764.26  
Class PT1-II-19A                (5)             $    8,043,832.43  
Class PT1-II-19B                (6)             $    8,043,832.43  
Class PT1-II-20A                (5)             $    7,675,172.66  
Class PT1-II-20B                (6)             $    7,675,172.66  
Class PT1-II-21A                (5)             $    7,309,683.58  
Class PT1-II-21B                (6)             $    7,309,683.58  
Class PT1-II-22A                (5)             $    6,957,375.74  
Class PT1-II-22B                (6)             $    6,957,375.74  
Class PT1-II-23A                (5)             $    7,717,319.13  
Class PT1-II-23B                (6)             $    7,717,319.13  
Class PT1-II-24A                (5)             $   20,549,686.66  
Class PT1-II-24B                (6)             $   20,549,686.66  
Class PT1-II-25A                (5)             $   17,052,080.86  
Class PT1-II-25B                (6)             $   17,052,080.86  
Class PT1-II-26A                (5)             $   13,594,374.56  
Class PT1-II-26B                (6)             $   13,594,374.56  
Class PT1-II-27A                (5)             $    4,490,158.86  
Class PT1-II-27B                (6)             $    4,490,158.86  
Class PT1-II-28A                (5)             $    4,229,644.24  
Class PT1-II-28B                (6)             $    4,229,644.24  
Class PT1-II-29A                (5)             $    1,449,730.65  
Class PT1-II-29B                (6)             $    1,449,730.65  
Class PT1-II-30A                (5)             $    2,899,310.51  
Class PT1-II-30B                (6)             $    2,899,310.51  
Class PT1-II-31A                (5)             $    3,418,106.35  
Class PT1-II-31B                (6)             $    3,418,106.35  
Class PT1-II-32A                (5)             $    3,223,009.25  
Class PT1-II-32B                (6)             $    3,223,009.25  
Class PT1-II-33A                (5)             $    3,039,267.63  
Class PT1-II-33B                (6)             $    3,039,267.63  
Class PT1-II-34A                (5)             $    2,866,211.54  
Class PT1-II-34B                (6)             $    2,866,211.54  
Class PT1-II-35A                (5)             $    2,703,193.11  
Class PT1-II-35B                (6)             $    2,703,193.11  
Class PT1-II-36A                (5)             $    2,569,522.48  
Class PT1-II-36B                (6)             $    2,569,522.48  
Class PT1-II-37A                (5)             $    2,492,177.15  
Class PT1-II-37B                (6)             $    2,492,177.15  
Class PT1-II-38A                (5)             $    2,351,000.82  
Class PT1-II-38B                (6)             $    2,351,000.82  
Class PT1-II-39A                (5)             $    2,217,999.10  
Class PT1-II-39B                (6)             $    2,217,999.10  
Class PT1-II-40A                (5)             $    2,092,691.82  
Class PT1-II-40B                (6)             $    2,092,691.82  
Class PT1-II-41A                (5)             $    1,974,623.56  
Class PT1-II-41B                (6)             $    1,974,623.56  
Class PT1-II-42A                (5)             $    1,863,359.57  
Class PT1-II-42B                (6)             $    1,863,359.57  
Class PT1-II-43A                (5)             $    1,758,532.19  
Class PT1-II-43B                (6)             $    1,758,532.19  
Class PT1-II-44A                (5)             $    1,659,746.30  
Class PT1-II-44B                (6)             $    1,659,746.30  
Class PT1-II-45A                (5)             $    1,566,647.80  
Class PT1-II-45B                (6)             $    1,566,647.80  
Class PT1-II-46A                (5)             $    1,478,904.28  
Class PT1-II-46B                (6)             $    1,478,904.28  
Class PT1-II-47A                (5)             $    1,396,200.93  
Class PT1-II-47B                (6)             $    1,396,200.93  
Class PT1-II-48A                (5)             $    1,318,244.64  
Class PT1-II-48B                (6)             $    1,318,244.64  
Class PT1-II-49A                (5)             $    1,244,757.54  
Class PT1-II-49B                (6)             $    1,244,757.54  
Class PT1-II-50A                (5)             $    1,175,478.04  
Class PT1-II-50B                (6)             $    1,175,478.04  
Class PT1-II-51A                (5)             $    1,110,162.17  
Class PT1-II-51B                (6)             $    1,110,162.17  
Class PT1-II-52A                (5)             $    1,048,577.12  
Class PT1-II-52B                (6)             $    1,048,577.12  
Class PT1-II-53A                (5)             $      990,507.38  
Class PT1-II-53B                (6)             $      990,507.38  
Class PT1-II-54A                (5)             $      935,746.93  
Class PT1-II-54B                (6)             $      935,746.93  
Class PT1-II-55A                (5)             $      884,104.31  
Class PT1-II-55B                (6)             $      884,104.31  
Class PT1-II-56A                (5)             $      835,404.33  
Class PT1-II-56B                (6)             $      835,404.33  
Class PT1-II-57A                (5)             $      789,464.01  
Class PT1-II-57B                (6)             $      789,464.01  
Class PT1-II-58A                (5)             $      746,127.47  
Class PT1-II-58B                (6)             $      746,127.47  
Class PT1-II-59A                (5)             $      705,546.53  
Class PT1-II-59B                (6)             $      705,546.53  
Class PT1-II-60A                (5)             $      667,312.51  
Class PT1-II-60B                (6)             $      667,312.51  
Class PT1-II-61A                (5)             $   10,467,324.44  
Class PT1-II-61B                (6)             $   10,467,324.44  
Class PT1-R                     (7)             $          100.00  

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

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

(2)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the product of
     (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum rate of 10.50%.                                           

(3)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
   any, of (A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group I WAC Rate over (B) 10.50%.                                   

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

(5)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the product of
      (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject to
a maximum rate of 10.50%.                                           

(6)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
   any, of (A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
Group II WAC Rate over (B) 10.50%.                                  

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

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

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

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group I Mortgage Loans shall be     
allocated to the Class RC Certificates pursuant to Section 4.01(a)(iii) until   
its Class Certificate Balance is reduced to zero, then to the outstanding       
Pooling-Tier REMIC-1 Regular Interest relating to Loan Group I with the lowest  
numerical denomination until the Pooling-Tier REMIC-1 Principal Amount of such  
interest or interests, as the case may be, is reduced to zero, provided that,   
with respect to Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I 
with the same numerical denomination, such Realized Losses and payments of      
principal shall be allocated pro rata between such Pooling-Tier REMIC-1 Regular 
Interests.                                                                      

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

Pooling-Tier REMIC-2

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

                                                        [Enlarge/Download Table]


                                                                             Corresponding      Corresponding   
                     Pooling-Tier     Pooling-Tier       Corresponding       Pooling-Tier         Scheduled     
    Pooling-Tier        REMIC-2     REMIC-2 Initial       Pooling-Tier      REMIC-1 Regular       Crossover     
  REMIC-2 Interest   Interest Rate  Principal Amount       REMIC-2 IO          Interest        Distribution Date
-----------------  ---------------- -----------------  -----------------   -----------------   -----------------
                                                                                                                
Class PT2-I-1             (1)        $5,353,284.51            N/A                 N/A               N/A         
Class PT2-I-2A            (2)        $2,032,520.82    Class PT2-I-IO-2            N/A               N/A         
Class PT2-I-2B            (3)        $2,032,520.82            N/A                 N/A               N/A         
Class PT2-I-3A            (2)        $2,496,071.39    Class PT2-I-IO-3            N/A               N/A         
Class PT2-I-3B            (3)        $2,496,071.39            N/A                 N/A               N/A         
Class PT2-I-4A            (2)        $2,955,452.24    Class PT2-I-IO-4            N/A               N/A         
Class PT2-I-4B            (3)        $2,955,452.24            N/A                 N/A               N/A         
Class PT2-I-5A            (2)        $3,406,600.34    Class PT2-I-IO-5            N/A               N/A         
Class PT2-I-5B            (3)        $3,406,600.34            N/A                 N/A               N/A         
Class PT2-I-6A            (2)        $3,845,328.74    Class PT2-I-IO-6            N/A               N/A         
Class PT2-I-6B            (3)        $3,845,328.74            N/A                 N/A               N/A         
Class PT2-I-7A            (2)        $4,267,376.35    Class PT2-I-IO-7            N/A               N/A         
Class PT2-I-7B            (3)        $4,267,376.35            N/A                 N/A               N/A         
Class PT2-I-8A            (2)        $4,667,911.00    Class PT2-I-IO-8            N/A               N/A         
Class PT2-I-8B            (3)        $4,667,911.00            N/A                 N/A               N/A         
Class PT2-I-9A            (2)        $5,043,151.82    Class PT2-I-IO-9            N/A               N/A         
Class PT2-I-9B            (3)        $5,043,151.82            N/A                 N/A               N/A         
Class PT2-I-10A           (2)        $5,389,121.99    Class PT2-I-IO-10           N/A               N/A         
Class PT2-I-10B           (3)        $5,389,121.99            N/A                 N/A               N/A         
Class PT2-I-11A           (2)        $5,662,323.93    Class PT2-I-IO-11           N/A               N/A         
Class PT2-I-11B           (3)        $5,662,323.93            N/A                 N/A               N/A         
Class PT2-I-12A           (2)        $5,391,416.49    Class PT2-I-IO-12           N/A               N/A         
Class PT2-I-12B           (3)        $5,391,416.49            N/A                 N/A               N/A         
Class PT2-I-13A           (2)        $5,133,299.71    Class PT2-I-IO-13           N/A               N/A         
Class PT2-I-13B           (3)        $5,133,299.71            N/A                 N/A               N/A         
Class PT2-I-14A           (2)        $4,887,590.88    Class PT2-I-IO-14           N/A               N/A         
Class PT2-I-14B           (3)        $4,887,590.88            N/A                 N/A               N/A         
Class PT2-I-15A           (2)        $4,653,691.34    Class PT2-I-IO-15           N/A               N/A         
Class PT2-I-15B           (3)        $4,653,691.34            N/A                 N/A               N/A         
Class PT2-I-16A           (2)        $4,431,031.30    Class PT2-I-IO-16           N/A               N/A         
Class PT2-I-16B           (3)        $4,431,031.30            N/A                 N/A               N/A         
Class PT2-I-17A           (2)        $4,219,069.81    Class PT2-I-IO-17           N/A               N/A         
Class PT2-I-17B           (3)        $4,219,069.81            N/A                 N/A               N/A         
Class PT2-I-18A           (2)        $4,017,290.24    Class PT2-I-IO-18           N/A               N/A         
Class PT2-I-18B           (3)        $4,017,290.24            N/A                 N/A               N/A         
Class PT2-I-19A           (2)        $3,825,202.57    Class PT2-I-IO-19           N/A               N/A         
Class PT2-I-19B           (3)        $3,825,202.57            N/A                 N/A               N/A         
Class PT2-I-20A           (2)        $3,649,888.34    Class PT2-I-IO-20           N/A               N/A         
Class PT2-I-20B           (3)        $3,649,888.34            N/A                 N/A               N/A         
Class PT2-I-21A           (2)        $3,476,081.92    Class PT2-I-IO-21           N/A               N/A         
Class PT2-I-21B           (3)        $3,476,081.92            N/A                 N/A               N/A         
Class PT2-I-22A           (2)        $3,308,543.76    Class PT2-I-IO-22           N/A               N/A         
Class PT2-I-22B           (3)        $3,308,543.76            N/A                 N/A               N/A         
Class PT2-I-23A           (2)        $3,669,930.87    Class PT2-I-IO-23           N/A               N/A         
Class PT2-I-23B           (3)        $3,669,930.87            N/A                 N/A               N/A         
Class PT2-I-24A           (2)        $9,772,296.34    Class PT2-I-IO-24           N/A               N/A         
Class PT2-I-24B           (3)        $9,772,296.34            N/A                 N/A               N/A         
Class PT2-I-25A           (2)        $8,109,028.14    Class PT2-I-IO-25           N/A               N/A         
Class PT2-I-25B           (3)        $8,109,028.14            N/A                 N/A               N/A         
Class PT2-I-26A           (2)        $6,464,733.94    Class PT2-I-IO-26           N/A               N/A         
Class PT2-I-26B           (3)        $6,464,733.94            N/A                 N/A               N/A         
Class PT2-I-27A           (2)        $2,135,271.64    Class PT2-I-IO-27           N/A               N/A         
Class PT2-I-27B           (3)        $2,135,271.64            N/A                 N/A               N/A         
Class PT2-I-28A           (2)        $2,011,385.26    Class PT2-I-IO-28           N/A               N/A         
Class PT2-I-28B           (3)        $2,011,385.26            N/A                 N/A               N/A         
Class PT2-I-29A           (2)        $689,411.85      Class PT2-I-IO-29           N/A               N/A         
Class PT2-I-29B           (3)        $689,411.85              N/A                 N/A               N/A         
Class PT2-I-30A           (2)        $1,378,751.99    Class PT2-I-IO-30           N/A               N/A         
Class PT2-I-30B           (3)        $1,378,751.99            N/A                 N/A               N/A         
Class PT2-I-31A           (2)        $1,625,462.65    Class PT2-I-IO-31           N/A               N/A         
Class PT2-I-31B           (3)        $1,625,462.65            N/A                 N/A               N/A         
Class PT2-I-32A           (2)        $1,532,685.25    Class PT2-I-IO-32           N/A               N/A         
Class PT2-I-32B           (3)        $1,532,685.25            N/A                 N/A               N/A         
Class PT2-I-33A           (2)        $1,445,307.87    Class PT2-I-IO-33           N/A               N/A         
Class PT2-I-33B           (3)        $1,445,307.87            N/A                 N/A               N/A         
Class PT2-I-34A           (2)        $1,363,011.96    Class PT2-I-IO-34           N/A               N/A         
Class PT2-I-34B           (3)        $1,363,011.96            N/A                 N/A               N/A         
Class PT2-I-35A           (2)        $1,285,489.39    Class PT2-I-IO-35           N/A               N/A         
Class PT2-I-35B           (3)        $1,285,489.39            N/A                 N/A               N/A         
Class PT2-I-36A           (2)        $1,221,923.02    Class PT2-I-IO-36           N/A               N/A         
Class PT2-I-36B           (3)        $1,221,923.02            N/A                 N/A               N/A         
Class PT2-I-37A           (2)        $1,185,141.85    Class PT2-I-IO-37           N/A               N/A         
Class PT2-I-37B           (3)        $1,185,141.85            N/A                 N/A               N/A         
Class PT2-I-38A           (2)        $1,118,006.18    Class PT2-I-IO-38           N/A               N/A         
Class PT2-I-38B           (3)        $1,118,006.18            N/A                 N/A               N/A         
Class PT2-I-39A           (2)        $1,054,757.90    Class PT2-I-IO-39           N/A               N/A         
Class PT2-I-39B           (3)        $1,054,757.90            N/A                 N/A               N/A         
Class PT2-I-40A           (2)        $995,168.68      Class PT2-I-IO-40           N/A               N/A         
Class PT2-I-40B           (3)        $995,168.68              N/A                 N/A               N/A         
Class PT2-I-41A           (2)        $939,021.94      Class PT2-I-IO-41           N/A               N/A         
Class PT2-I-41B           (3)        $939,021.94              N/A                 N/A               N/A         
Class PT2-I-42A           (2)        $886,110.93      Class PT2-I-IO-42           N/A               N/A         
Class PT2-I-42B           (3)        $886,110.93              N/A                 N/A               N/A         
Class PT2-I-43A           (2)        $836,260.81      Class PT2-I-IO-43           N/A               N/A         
Class PT2-I-43B           (3)        $836,260.81              N/A                 N/A               N/A         
Class PT2-I-44A           (2)        $789,283.70      Class PT2-I-IO-44           N/A               N/A         
Class PT2-I-44B           (3)        $789,283.70              N/A                 N/A               N/A         
Class PT2-I-45A           (2)        $745,011.20      Class PT2-I-IO-45           N/A               N/A         
Class PT2-I-45B           (3)        $745,011.20              N/A                 N/A               N/A         
Class PT2-I-46A           (2)        $703,285.22      Class PT2-I-IO-46           N/A               N/A         
Class PT2-I-46B           (3)        $703,285.22              N/A                 N/A               N/A         
Class PT2-I-47A           (2)        $663,956.07      Class PT2-I-IO-47           N/A               N/A         
Class PT2-I-47B           (3)        $663,956.07              N/A                 N/A               N/A         
Class PT2-I-48A           (2)        $626,884.36      Class PT2-I-IO-48           N/A               N/A         
Class PT2-I-48B           (3)        $626,884.36              N/A                 N/A               N/A         
Class PT2-I-49A           (2)        $591,937.96      Class PT2-I-IO-49           N/A               N/A         
Class PT2-I-49B           (3)        $591,937.96              N/A                 N/A               N/A         
Class PT2-I-50A           (2)        $558,992.46      Class PT2-I-IO-50           N/A               N/A         
Class PT2-I-50B           (3)        $558,992.46              N/A                 N/A               N/A         
Class PT2-I-51A           (2)        $527,931.83      Class PT2-I-IO-51           N/A               N/A         
Class PT2-I-51B           (3)        $527,931.83              N/A                 N/A               N/A         
Class PT2-I-52A           (2)        $498,645.38      Class PT2-I-IO-52           N/A               N/A         
Class PT2-I-52B           (3)        $498,645.38              N/A                 N/A               N/A         
Class PT2-I-53A           (2)        $471,030.62      Class PT2-I-IO-53           N/A               N/A         
Class PT2-I-53B           (3)        $471,030.62              N/A                 N/A               N/A         
Class PT2-I-54A           (2)        $444,989.57      Class PT2-I-IO-54           N/A               N/A         
Class PT2-I-54B           (3)        $444,989.57              N/A                 N/A               N/A         
Class PT2-I-55A           (2)        $420,431.19      Class PT2-I-IO-55           N/A               N/A         
Class PT2-I-55B           (3)        $420,431.19              N/A                 N/A               N/A         
Class PT2-I-56A           (2)        $397,272.17      Class PT2-I-IO-56           N/A               N/A         
Class PT2-I-56B           (3)        $397,272.17              N/A                 N/A               N/A         
Class PT2-I-57A           (2)        $375,425.49      Class PT2-I-IO-57           N/A               N/A         
Class PT2-I-57B           (3)        $375,425.49              N/A                 N/A               N/A         
Class PT2-I-58A           (2)        $354,817.03      Class PT2-I-IO-58           N/A               N/A         
Class PT2-I-58B           (3)        $354,817.03              N/A                 N/A               N/A         
Class PT2-I-59A           (2)        $335,518.97      Class PT2-I-IO-59           N/A               N/A         
Class PT2-I-59B           (3)        $335,518.97              N/A                 N/A               N/A         
Class PT2-I-60A           (2)        $317,336.99      Class PT2-I-IO-60           N/A               N/A         
Class PT2-I-60B           (3)        $317,336.99              N/A                 N/A               N/A         
Class PT2-I-61A           (2)        $4,977,681.56    Class PT2-I-IO-61           N/A               N/A         
Class PT2-I-61B           (3)        $4,977,681.56            N/A                 N/A               N/A         
Class PT2-II-1            (5)        $11,257,477.05           N/A                 N/A               N/A         
Class PT2-II-2A           (6)        $4,274,089.18    Class PT2-II-IO-2           N/A               N/A         
Class PT2-II-2B           (7)        $4,274,089.18            N/A                 N/A               N/A         
Class PT2-II-3A           (6)        $5,248,867.11    Class PT2-II-IO-3           N/A               N/A         
Class PT2-II-3B           (7)        $5,248,867.11            N/A                 N/A               N/A         
Class PT2-II-4A           (6)        $6,214,876.76    Class PT2-II-IO-4           N/A               N/A         
Class PT2-II-4B           (7)        $6,214,876.76            N/A                 N/A               N/A         
Class PT2-II-5A           (6)        $7,163,574.16    Class PT2-II-IO-5           N/A               N/A         
Class PT2-II-5B           (7)        $7,163,574.16            N/A                 N/A               N/A         
Class PT2-II-6A           (6)        $8,086,154.76    Class PT2-II-IO-6           N/A               N/A         
Class PT2-II-6B           (7)        $8,086,154.76            N/A                 N/A               N/A         
Class PT2-II-7A           (6)        $8,973,658.15    Class PT2-II-IO-7           N/A               N/A         
Class PT2-II-7B           (7)        $8,973,658.15            N/A                 N/A               N/A         
Class PT2-II-8A           (6)        $9,815,923.00    Class PT2-II-IO-8           N/A               N/A         
Class PT2-II-8B           (7)        $9,815,923.00             N/A                N/A               N/A         
Class PT2-II-9A           (6)        $10,604,998.68   Class PT2-II-IO-9           N/A               N/A         
Class PT2-II-9B           (7)        $10,604,998.68           N/A                 N/A               N/A         
Class PT2-II-10A          (6)        $11,332,522.51   Class PT2-II-IO-10          N/A               N/A         
Class PT2-II-10B          (7)        $11,332,522.51           N/A                 N/A               N/A         
Class PT2-II-11A          (6)        $11,907,025.57   Class PT2-II-IO-11          N/A               N/A         
Class PT2-II-11B          (7)        $11,907,025.57           N/A                 N/A               N/A         
Class PT2-II-12A          (6)        $11,337,347.51   Class PT2-II-IO-12          N/A               N/A         
Class PT2-II-12B          (7)        $11,337,347.51           N/A                 N/A               N/A         
Class PT2-II-13A          (6)        $10,794,566.29   Class PT2-II-IO-13          N/A               N/A         
Class PT2-II-13B          (7)        $10,794,566.29           N/A                 N/A               N/A         
Class PT2-II-14A          (6)        $10,277,877.12   Class PT2-II-IO-14          N/A               N/A         
Class PT2-II-14B          (7)        $10,277,877.12           N/A                 N/A               N/A         
Class PT2-II-15A          (6)        $9,786,021.16    Class PT2-II-IO-15          N/A               N/A         
Class PT2-II-15B          (7)        $9,786,021.16            N/A                 N/A               N/A         
Class PT2-II-16A          (6)        $9,317,800.20    Class PT2-II-IO-16          N/A               N/A         
Class PT2-II-16B          (7)        $9,317,800.20            N/A                 N/A               N/A         
Class PT2-II-17A          (6)        $8,872,076.69    Class PT2-II-IO-17          N/A               N/A         
Class PT2-II-17B          (7)        $8,872,076.69            N/A                 N/A               N/A         
Class PT2-II-18A          (6)        $8,447,764.26    Class PT2-II-IO-18          N/A               N/A         
Class PT2-II-18B          (7)        $8,447,764.26            N/A                 N/A               N/A         
Class PT2-II-19A          (6)        $8,043,832.43    Class PT2-II-IO-19          N/A               N/A         
Class PT2-II-19B          (7)        $8,043,832.43            N/A                 N/A               N/A         
Class PT2-II-20A          (6)        $7,675,172.66    Class PT2-II-IO-20          N/A               N/A         
Class PT2-II-20B          (7)        $7,675,172.66            N/A                 N/A               N/A         
Class PT2-II-21A          (6)        $7,309,683.58    Class PT2-II-IO-21          N/A               N/A         
Class PT2-II-21B          (7)        $7,309,683.58            N/A                 N/A               N/A         
Class PT2-II-22A          (6)        $6,957,375.74    Class PT2-II-IO-22          N/A               N/A         
Class PT2-II-22B          (7)        $6,957,375.74            N/A                 N/A               N/A         
Class PT2-II-23A          (6)        $7,717,319.13    Class PT2-II-IO-23          N/A               N/A         
Class PT2-II-23B          (7)        $7,717,319.13            N/A                 N/A               N/A         
Class PT2-II-24A          (6)        $20,549,686.66   Class PT2-II-IO-24          N/A               N/A         
Class PT2-II-24B          (7)        $20,549,686.66           N/A                 N/A               N/A         
Class PT2-II-25A          (6)        $17,052,080.86   Class PT2-II-IO-25          N/A               N/A         
Class PT2-II-25B          (7)        $17,052,080.86           N/A                 N/A               N/A         
Class PT2-II-26A          (6)        $13,594,374.56   Class PT2-II-IO-26          N/A               N/A         
Class PT2-II-26B          (7)        $13,594,374.56           N/A                 N/A               N/A         
Class PT2-II-27A          (6)        $4,490,158.86    Class PT2-II-IO-27          N/A               N/A         
Class PT2-II-27B          (7)        $4,490,158.86            N/A                 N/A               N/A         
Class PT2-II-28A          (6)        $4,229,644.24    Class PT2-II-IO-28          N/A               N/A         
Class PT2-II-28B          (7)        $4,229,644.24            N/A                 N/A               N/A         
Class PT2-II-29A          (6)        $1,449,730.65    Class PT2-II-IO-29          N/A               N/A         
Class PT2-II-29B          (7)        $1,449,730.65            N/A                 N/A               N/A         
Class PT2-II-30A          (6)        $2,899,310.51    Class PT2-II-IO-30          N/A               N/A         
Class PT2-II-30B          (7)        $2,899,310.51            N/A                 N/A               N/A         
Class PT2-II-31A          (6)        $3,418,106.35    Class PT2-II-IO-31          N/A               N/A         
Class PT2-II-31B          (7)        $3,418,106.35            N/A                 N/A               N/A         
Class PT2-II-32A          (6)        $3,223,009.25    Class PT2-II-IO-32          N/A               N/A         
Class PT2-II-32B          (7)        $3,223,009.25            N/A                 N/A               N/A         
Class PT2-II-33A          (6)        $3,039,267.63    Class PT2-II-IO-33          N/A               N/A         
Class PT2-II-33B          (7)        $3,039,267.63            N/A                 N/A               N/A         
Class PT2-II-34A          (6)        $2,866,211.54    Class PT2-II-IO-34          N/A               N/A         
Class PT2-II-34B          (7)        $2,866,211.54            N/A                 N/A               N/A         
Class PT2-II-35A          (6)        $2,703,193.11    Class PT2-II-IO-35          N/A               N/A         
Class PT2-II-35B          (7)        $2,703,193.11            N/A                 N/A               N/A         
Class PT2-II-36A          (6)        $2,569,522.48    Class PT2-II-IO-36          N/A               N/A         
Class PT2-II-36B          (7)        $2,569,522.48            N/A                 N/A               N/A         
Class PT2-II-37A          (6)        $2,492,177.15    Class PT2-II-IO-37          N/A               N/A         
Class PT2-II-37B          (7)        $2,492,177.15            N/A                 N/A               N/A         
Class PT2-II-38A          (6)        $2,351,000.82    Class PT2-II-IO-38          N/A               N/A         
Class PT2-II-38B          (7)        $2,351,000.82            N/A                 N/A               N/A         
Class PT2-II-39A          (6)        $2,217,999.10     Class PT2-II-IO-39         N/A               N/A         
Class PT2-II-39B          (7)        $2,217,999.10            N/A                 N/A               N/A         
Class PT2-II-40A          (6)        $2,092,691.82    Class PT2-II-IO-40          N/A               N/A         
Class PT2-II-40B          (7)        $2,092,691.82            N/A                 N/A               N/A         
Class PT2-II-41A          (6)        $1,974,623.56    Class PT2-II-IO-41          N/A               N/A         
Class PT2-II-41B          (7)        $1,974,623.56            N/A                 N/A               N/A         
Class PT2-II-42A          (6)        $1,863,359.57    Class PT2-II-IO-42          N/A               N/A         
Class PT2-II-42B          (7)        $1,863,359.57            N/A                 N/A               N/A         
Class PT2-II-43A          (6)        $1,758,532.19    Class PT2-II-IO-43          N/A               N/A         
Class PT2-II-43B          (7)        $1,758,532.19            N/A                 N/A               N/A         
Class PT2-II-44A          (6)        $1,659,746.30    Class PT2-II-IO-44          N/A               N/A         
Class PT2-II-44B          (7)        $1,659,746.30            N/A                 N/A               N/A         
Class PT2-II-45A          (6)        $1,566,647.80    Class PT2-II-IO-45          N/A               N/A         
Class PT2-II-45B          (7)        $1,566,647.80            N/A                 N/A               N/A         
Class PT2-II-46A          (6)        $1,478,904.28    Class PT2-II-IO-46          N/A               N/A         
Class PT2-II-46B          (7)        $1,478,904.28            N/A                 N/A               N/A         
Class PT2-II-47A          (6)        $1,396,200.93    Class PT2-II-IO-47          N/A               N/A         
Class PT2-II-47B          (7)        $1,396,200.93            N/A                 N/A               N/A         
Class PT2-II-48A          (6)        $1,318,244.64    Class PT2-II-IO-48          N/A               N/A         
Class PT2-II-48B          (7)        $1,318,244.64            N/A                 N/A               N/A         
Class PT2-II-49A          (6)        $1,244,757.54    Class PT2-II-IO-49          N/A               N/A         
Class PT2-II-49B          (7)        $1,244,757.54            N/A                 N/A               N/A         
Class PT2-II-50A          (6)        $1,175,478.04    Class PT2-II-IO-50          N/A               N/A         
Class PT2-II-50B          (7)        $1,175,478.04            N/A                 N/A               N/A         
Class PT2-II-51A          (6)        $1,110,162.17    Class PT2-II-IO-51          N/A               N/A         
Class PT2-II-51B          (7)        $1,110,162.17            N/A                 N/A               N/A         
Class PT2-II-52A          (6)        $1,048,577.12    Class PT2-II-IO-52          N/A               N/A         
Class PT2-II-52B          (7)        $1,048,577.12            N/A                 N/A               N/A         
Class PT2-II-53A          (6)        $990,507.38      Class PT2-II-IO-53          N/A               N/A         
Class PT2-II-53B          (7)        $990,507.38              N/A                 N/A               N/A         
Class PT2-II-54A          (6)        $935,746.93      Class PT2-II-IO-54          N/A               N/A         
Class PT2-II-54B          (7)        $935,746.93              N/A                 N/A               N/A         
Class PT2-II-55A          (6)        $884,104.31      Class PT2-II-IO-55          N/A               N/A         
Class PT2-II-55B          (7)        $884,104.31              N/A                 N/A               N/A         
Class PT2-II-56A          (6)        $835,404.33      Class PT2-II-IO-56          N/A               N/A         
Class PT2-II-56B          (7)        $835,404.33              N/A                 N/A               N/A         
Class PT2-II-57A          (6)        $789,464.01      Class PT2-II-IO-57          N/A               N/A         
Class PT2-II-57B          (7)        $789,464.01              N/A                 N/A               N/A         
Class PT2-II-58A          (6)        $746,127.47      Class PT2-II-IO-58          N/A               N/A         
Class PT2-II-58B          (7)        $746,127.47              N/A                 N/A               N/A         
Class PT2-II-59A          (6)        $705,546.53      Class PT2-II-IO-59          N/A               N/A         
Class PT2-II-59B          (7)        $705,546.53              N/A                 N/A               N/A         
Class PT2-II-60A          (6)        $667,312.51      Class PT2-II-IO-60          N/A               N/A         
Class PT2-II-60B          (7)        $667,312.51              N/A                 N/A               N/A         
Class PT2-II-61A          (6)        $10,467,324.44   Class PT2-II-IO-61          N/A               N/A         
Class PT2-II-61B          (7)        $10,467,324.44           N/A                 N/A               N/A         
Class PT2-I-IO-2          (4)              (4)                N/A          Class PT1-I-2A    May 2006           
Class PT2-I-IO-3          (4)              (4)                N/A          Class PT1-I-3A    June 2006          
Class PT2-I-IO-4          (4)              (4)                N/A          Class PT1-I-4A    July 2006          
Class PT2-I-IO-5          (4)              (4)                N/A          Class PT1-I-5A    August 2006        
Class PT2-I-IO-6          (4)              (4)                N/A          Class PT1-I-6A    September 2006     
Class PT2-I-IO-7          (4)              (4)                N/A          Class PT1-I-7A    October 2006       
Class PT2-I-IO-8          (4)              (4)                N/A          Class PT1-I-8A    November 2006      
Class PT2-I-IO-9          (4)              (4)                N/A          Class PT1-I-9A    December 2006      
Class PT2-I-IO-10         (4)              (4)                N/A          Class PT1-I-10A   January 2007       
Class PT2-I-IO-11         (4)              (4)                N/A          Class PT1-I-11A   February 2007      
Class PT2-I-IO-12         (4)              (4)                N/A          Class PT1-I-12A   March 2007         
Class PT2-I-IO-13         (4)              (4)                N/A          Class PT1-I-13A   April 2007         
Class PT2-I-IO-14         (4)              (4)                N/A          Class PT1-I-14A   May 2007           
Class PT2-I-IO-15         (4)              (4)                N/A          Class PT1-I-15A   June 2007          
Class PT2-I-IO-16         (4)              (4)                N/A          Class PT1-I-16A   July 2007          
Class PT2-I-IO-17         (4)              (4)                N/A          Class PT1-I-17A   August 2007        
Class PT2-I-IO-18         (4)              (4)                N/A          Class PT1-I-18A   September 2007     
Class PT2-I-IO-19         (4)              (4)                N/A          Class PT1-I-19A   October 2007       
Class PT2-I-IO-20         (4)              (4)                N/A          Class PT1-I-20A   November 2007      
Class PT2-I-IO-21         (4)              (4)                N/A          Class PT1-I-21A   December 2007      
Class PT2-I-IO-22         (4)              (4)                N/A          Class PT1-I-22A   January 2008       
Class PT2-I-IO-23         (4)              (4)                N/A          Class PT1-I-23A   February 2008      
Class PT2-I-IO-24         (4)              (4)                N/A          Class PT1-I-24A   March 2008         
Class PT2-I-IO-25         (4)              (4)                N/A          Class PT1-I-25A   April 2008         
Class PT2-I-IO-26         (4)              (4)                N/A          Class PT1-I-26A   May 2008           
Class PT2-I-IO-27         (4)              (4)                N/A          Class PT1-I-27A   June 2008          
Class PT2-I-IO-28         (4)              (4)                N/A          Class PT1-I-28A   July 2008          
Class PT2-I-IO-29         (4)              (4)                N/A          Class PT1-I-29A   August 2008        
Class PT2-I-IO-30         (4)              (4)                N/A          Class PT1-I-30A   September 2008     
Class PT2-I-IO-31         (4)              (4)                N/A          Class PT1-I-31A   October 2008       
Class PT2-I-IO-32         (4)              (4)                N/A          Class PT1-I-32A   November 2008      
Class PT2-I-IO-33         (4)              (4)                N/A          Class PT1-I-33A   December 2008      
Class PT2-I-IO-34         (4)              (4)                N/A          Class PT1-I-34A   January 2009       
Class PT2-I-IO-35         (4)              (4)                N/A          Class PT1-I-35A   February 2009      
Class PT2-I-IO-36         (4)              (4)                N/A          Class PT1-I-36A   March 2009         
Class PT2-I-IO-37         (4)              (4)                N/A          Class PT1-I-37A   April 2009         
Class PT2-I-IO-38         (4)              (4)                N/A          Class PT1-I-38A   May 2009           
Class PT2-I-IO-39         (4)              (4)                N/A          Class PT1-I-39A   June 2009          
Class PT2-I-IO-40         (4)              (4)                N/A          Class PT1-I-40A   July 2009          
Class PT2-I-IO-41         (4)              (4)                N/A          Class PT1-I-41A   August 2009        
Class PT2-I-IO-42         (4)              (4)                N/A          Class PT1-I-42A   September 2009     
Class PT2-I-IO-43         (4)              (4)                N/A          Class PT1-I-43A   October 2009       
Class PT2-I-IO-44         (4)              (4)                N/A          Class PT1-I-44A   November 2009      
Class PT2-I-IO-45         (4)              (4)                N/A          Class PT1-I-45A   December 2009      
Class PT2-I-IO-46         (4)              (4)                N/A          Class PT1-I-46A   January 2010       
Class PT2-I-IO-47         (4)              (4)                N/A          Class PT1-I-47A   February 2010      
Class PT2-I-IO-48         (4)              (4)                N/A          Class PT1-I-48A   March 2010         
Class PT2-I-IO-49         (4)              (4)                N/A          Class PT1-I-49A   April 2010         
Class PT2-I-IO-50         (4)              (4)                N/A          Class PT1-I-50A   May 2010           
Class PT2-I-IO-51         (4)              (4)                N/A          Class PT1-I-51A   June 2010          
Class PT2-I-IO-52         (4)              (4)                N/A          Class PT1-I-52A   July 2010          
Class PT2-I-IO-53         (4)              (4)                N/A          Class PT1-I-53A   August 2010        
Class PT2-I-IO-54         (4)              (4)                N/A          Class PT1-I-54A   September 2010     
Class PT2-I-IO-55         (4)              (4)                N/A          Class PT1-I-55A   October 2010       
Class PT2-I-IO-56         (4)              (4)                N/A          Class PT1-I-56A   November 2010      
Class PT2-I-IO-57         (4)              (4)                N/A          Class PT1-I-57A   December 2010      
Class PT2-I-IO-58         (4)              (4)                N/A          Class PT1-I-58A   January 2011       
Class PT2-I-IO-59         (4)              (4)                N/A          Class PT1-I-59A   February 2011      
Class PT2-I-IO-60         (4)              (4)                N/A          Class PT1-I-60A   March 2011         
Class PT2-I-IO-61         (4)              (4)                N/A          Class PT1-I-61A   April 2011         
Class PT2-II-IO-2         (4)              (4)                N/A          Class PT1-II-2A   May 2006           
Class PT2-II-IO-3         (4)              (4)                N/A          Class PT1-II-3A   June 2006          
Class PT2-II-IO-4         (4)              (4)                N/A          Class PT1-II-4A   July 2006          
Class PT2-II-IO-5         (4)              (4)                N/A          Class PT1-II-5A   August 2006        
Class PT2-II-IO-6         (4)              (4)                N/A          Class PT1-II-6A   September 2006     
Class PT2-II-IO-7         (4)              (4)                N/A          Class PT1-II-7A   October 2006       
 Class PT2-II-IO-8        (4)              (4)                N/A          Class PT1-II-8A   November 2006      
Class PT2-II-IO-9         (4)              (4)                N/A          Class PT1-II-9A   December 2006      
Class PT2-II-IO-10        (4)              (4)                N/A          Class PT1-II-10A  January 2007       
Class PT2-II-IO-11        (4)              (4)                N/A          Class PT1-II-11A  February 2007      
Class PT2-II-IO-12        (4)              (4)                N/A          Class PT1-II-12A  March 2007         
Class PT2-II-IO-13        (4)              (4)                N/A          Class PT1-II-13A  April 2007         
Class PT2-II-IO-14        (4)              (4)                N/A          Class PT1-II-14A  May 2007           
Class PT2-II-IO-15        (4)              (4)                N/A          Class PT1-II-15A  June 2007          
Class PT2-II-IO-16        (4)              (4)                N/A          Class PT1-II-16A  July 2007          
Class PT2-II-IO-17        (4)              (4)                N/A          Class PT1-II-17A  August 2007        
Class PT2-II-IO-18        (4)              (4)                N/A          Class PT1-II-18A  September 2007     
Class PT2-II-IO-19        (4)              (4)                N/A          Class PT1-II-19A  October 2007       
Class PT2-II-IO-20        (4)              (4)                N/A          Class PT1-II-20A  November 2007      
Class PT2-II-IO-21        (4)              (4)                N/A          Class PT1-II-21A  December 2007      
Class PT2-II-IO-22        (4)              (4)                N/A          Class PT1-II-22A  January 2008       
Class PT2-II-IO-23        (4)              (4)                N/A          Class PT1-II-23A  February 2008      
Class PT2-II-IO-24        (4)              (4)                N/A          Class PT1-II-24A  March 2008         
Class PT2-II-IO-25        (4)              (4)                N/A          Class PT1-II-25A  April 2008         
Class PT2-II-IO-26        (4)              (4)                N/A          Class PT1-II-26A  May 2008           
Class PT2-II-IO-27        (4)              (4)                N/A          Class PT1-II-27A  June 2008          
Class PT2-II-IO-28        (4)              (4)                N/A          Class PT1-II-28A  July 2008          
Class PT2-II-IO-29        (4)              (4)                N/A          Class PT1-II-29A  August 2008        
Class PT2-II-IO-30        (4)              (4)                N/A          Class PT1-II-30A  September 2008     
Class PT2-II-IO-31        (4)              (4)                N/A          Class PT1-II-31A  October 2008       
Class PT2-II-IO-32        (4)              (4)                N/A          Class PT1-II-32A  November 2008      
Class PT2-II-IO-33        (4)              (4)                N/A          Class PT1-II-33A  December 2008      
Class PT2-II-IO-34        (4)              (4)                N/A          Class PT1-II-34A  January 2009       
Class PT2-II-IO-35        (4)              (4)                N/A          Class PT1-II-35A  February 2009      
Class PT2-II-IO-36        (4)              (4)                N/A          Class PT1-II-36A  March 2009         
Class PT2-II-IO-37        (4)              (4)                N/A          Class PT1-II-37A  April 2009         
Class PT2-II-IO-38        (4)              (4)                N/A          Class PT1-II-38A  May 2009           
Class PT2-II-IO-39        (4)              (4)                N/A          Class PT1-II-39A  June 2009          
Class PT2-II-IO-40        (4)              (4)                N/A          Class PT1-II-40A  July 2009          
Class PT2-II-IO-41        (4)              (4)                N/A          Class PT1-II-41A  August 2009        
Class PT2-II-IO-42        (4)              (4)                N/A          Class PT1-II-42A  September 2009     
Class PT2-II-IO-43        (4)              (4)                N/A          Class PT1-II-43A  October 2009       
Class PT2-II-IO-44        (4)              (4)                N/A          Class PT1-II-44A  November 2009      
Class PT2-II-IO-45        (4)              (4)                N/A          Class PT1-II-45A  December 2009      
Class PT2-II-IO-46        (4)              (4)                N/A          Class PT1-II-46A  January 2010       
Class PT2-II-IO-47        (4)              (4)                N/A          Class PT1-II-47A  February 2010      
Class PT2-II-IO-48        (4)              (4)                N/A          Class PT1-II-48A  March 2010         
Class PT2-II-IO-49        (4)              (4)                N/A          Class PT1-II-49A  April 2010         
Class PT2-II-IO-50        (4)              (4)                N/A          Class PT1-II-50A  May 2010           
Class PT2-II-IO-51        (4)              (4)                N/A          Class PT1-II-51A  June 2010          
Class PT2-II-IO-52        (4)              (4)                N/A          Class PT1-II-52A  July 2010          
Class PT2-II-IO-53        (4)              (4)                N/A          Class PT1-II-53A  August 2010        
Class PT2-II-IO-54        (4)              (4)                N/A          Class PT1-II-54A  September 2010     
Class PT2-II-IO-55        (4)              (4)                N/A          Class PT1-II-55A  October 2010       
Class PT2-II-IO-56        (4)              (4)                N/A          Class PT1-II-56A  November 2010      
Class PT2-II-IO-57        (4)              (4)                N/A          Class PT1-II-57A  December 2010      
Class PT2-II-IO-58        (4)              (4)                N/A          Class PT1-II-58A  January 2011       
Class PT2-II-IO-59        (4)              (4)                N/A          Class PT1-II-59A  February 2011      
Class PT2-II-IO-60        (4)              (4)                N/A          Class PT1-II-60A  March 2011         
Class PT2-II-IO-61        (4)              (4)                N/A          Class PT1-II-61A  April 2011         
Class PT2-R               (8)            $50.00               N/A                 N/A               N/A         

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

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

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

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

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

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

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

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

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

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

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group I Mortgage Loans shall be     
allocated to the Class R Certificates in respect of the Class PT2-R Interest    
pursuant to Section 4.01(a)(ii) until its Class Certificate Balance is reduced  
to zero, then to the outstanding Pooling-Tier REMIC-2 Regular Interests (other  
than the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group I with the   
lowest numerical denomination until the Pooling-Tier REMIC-2 Principal Amount of
such interest or interests, as the case may be, is reduced to zero, provided    
that, for Pooling-Tier REMIC-2 Regular Interests relating to Loan Group I with  
the same numerical denomination, such Realized Losses and payments of principal 
shall be allocated pro rata between such Pooling-Tier REMIC-2 Regular Interests.

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

Lower-Tier REMIC

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

                                                        [Enlarge/Download Table]


                                                                                         Corresponding   
   Lower-Tier Regular   Lower-Tier Interest  Initial Lower-Tier Principal               Upper-Tier REMIC 
        Interest                Rate                  Amount                             Regular Interest
---------------------  --------------------  ---------------------------------------   ------------------
                                                                                                         
Class LT-A-1                    (1)          1/2 initial Class Certificate Balance of            A-1     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-A-2A                   (1)          1/2 initial Class Certificate Balance of            A-2A    
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-A-2B                   (1)          1/2 initial Class Certificate Balance of            A-2B    
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-A-2C                   (1)          1/2 initial Class Certificate Balance of            A-2C    
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-A-2D                   (1)          1/2 initial Class Certificate Balance of            A-2D    
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-M-1                    (1)          1/2 initial Class Certificate Balance of            M-1     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-M-2                    (1)          1/2 initial Class Certificate Balance of            M-2     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-M-3                    (1)          1/2 initial Class Certificate Balance of            M-3     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-M-4                    (1)          1/2 initial Class Certificate Balance of            M-4     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-M-5                    (1)          1/2 initial Class Certificate Balance of            M-5     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-M-6                    (1)          1/2 initial Class Certificate Balance of            M-6     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-M-7                    (1)          1/2 initial Class Certificate Balance of            M-7     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-B-1                    (1)          1/2 initial Class Certificate Balance of            B-1     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-B-2                    (1)          1/2 initial Class Certificate Balance of            B-2     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-B-3                    (1)          1/2 initial Class Certificate Balance of            B-3     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-B-4                    (1)          1/2 initial Class Certificate Balance of            B-4     
                                             Corresponding Upper-Tier REMIC Regular                      
                                             Interest                                                    
Class LT-Accrual                (1)          1/2 Pool Principal Balance plus 1/2                         
                                             Overcollateralized Amount, less the                         
                                             Initial Lower-Tier Principal Amounts of                     
                                             the Class LT-Group I, Class LT-Group II                     
                                             and Class LT-3 Interests, less $50                          
Class LT-Group I                (2)          0.001% aggregate Stated Principal                 N/A       
                                             Balance of Group I Mortgage Loans(4)                        
Class LT-Group II               (3)          0.001% aggregate Stated Principal                 N/A       
                                             Balance of Group II Mortgage Loans(4)                       
Class LT-IO                     (5)                            (5)                             N/A       
Class LT-3                      (6)                           $50.00                                     
Class LT-R                      (7)                            (7)                             N/A       

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

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

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

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

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

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

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

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

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

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

Upper-Tier REMIC

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

                                                             Corresponding
Upper-Tier REMIC       Upper-Tier       Initial Principal       Class of    
  Interest          Interest Rate     Upper-Tier Amount     Certificates
  --------          -------------     -----------------     ------------
Class A-1                    (1)            $ 241,822,000         Class A-1     
Class A-2A                   (2)            $ 251,717,000         Class A-2A    
Class A-2B                   (2)            $ 110,996,000         Class A-2B    
Class A-2C                   (2)            $ 102,592,000         Class A-2C    
Class A-2D                   (2)            $ 43,211,000          Class A-2D    
Class M-1                    (3)            $ 34,646,000          Class M-1     
Class M-2                    (3)            $ 30,849,000          Class M-2     
Class M-3                    (3)            $ 18,034,000          Class M-3     
Class M-4                    (3)            $ 16,611,000          Class M-4     
Class M-5                    (3)            $ 16,136,000          Class M-5     
Class M-6                    (3)            $ 14,713,000          Class M-6     
Class M-7                    (3)            $ 13,763,000          Class M-7     
Class B-1                    (3)            $ 12,340,000          Class B-1     
Class B-2                    (3)             $ 9,492,000          Class B-2     
Class B-3                    (3)             $ 8,543,000          Class B-3     
Class B-4                    (3)             $ 9,492,000          Class B-4     
Class UT-IO                  (4)                 (4)              N/A           
Class UT-X                   (5)                 (5)              N/A           
Class UT-3                   (6)                 $50              N/A           
Class UT-R                   (7)                 (7)              Class R       

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

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

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

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

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

(5)   The Class UT-X Interest has an initial principal balance of $14,237,750.56
      but will not accrue interest on such balance but will accrue interest on a
   notional principal balance. As of any Distribution Date, the Class UT-X
      Interest shall have a notional principal balance equal to the aggregate of
the Lower-Tier Principal Amounts of the Lower-Tier Regular Interests
     (other than the Class LT-IO and Class LT-3 Interests) as of the first day
of the related Interest Accrual Period. With respect to any Interest
 Accrual Period, the Class UT-X Interest shall bear interest at a rate
  equal to the excess, if any, of the Upper-Tier REMIC WAC Rate over the
     product of (i) 2 and (ii) the weighted average of the Lower-Tier Interest
   Rates of the Lower-Tier REMIC Interests (other than the Class LT-IO and
    Class LT-3 Interests), where the Lower-Tier Interest Rate on each of the
      Class LT-Accrual Interest, Class LT-Group I Interest and Class LT-Group II
     Interest is subject to a cap equal to zero and each LT Accretion Directed
  Class is subject to a cap equal to the Upper-Tier Interest Rate on its
   Corresponding Class of Upper-Tier Regular Interest. With respect to any
 Distribution Date, interest that so accrues on the notional principal
      balance of the Class UT-X Interest shall be deferred in an amount equal to
    any increase in the Overcollateralized Amount on such Distribution Date.
Such deferred interest shall not itself bear interest.              

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

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

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

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

 Class X REMIC

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

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

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

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

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

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

Certificates

                                  Class                      Class Certificate
Class Designation            Pass-Through Rate                      Balance     
-----------------            -----------------                ----------------- 
Class A-1(21)                       (1)                         $ 241,822,000   
Class A-2A(21)                      (2)                         $ 251,717,000   
Class A-2B(21)                      (3)                         $ 110,996,000   
Class A-2C(21)                      (4)                         $ 102,592,000   
Class A-2D(21)                      (5)                         $  43,211,000   
Class M-1(21)                       (6)                         $  34,646,000   
Class M-2(21)                       (7)                         $  30,849,000   
Class M-3(21)                       (8)                         $  18,034,000   
Class M-4(21)                       (9)                         $  16,611,000   
Class M-5(21)                      (10)                         $  16,136,000   
Class M-6(21)                      (11)                         $  14,713,000   
Class M-7(21)                      (12)                         $  13,763,000   
Class B-1(21)                      (13)                         $  12,340,000   
Class B-2(21)                      (14)                         $   9,492,000   
Class B-3(21)                      (15)                         $   8,543,000   
Class B-4(21)                      (16)                         $   9,492,000   
Class X                            (17)                                   (17)  
Class R                            (18)                         $          50   
Class RC                           (19)                         $         100   
Class RX                           (20)                         $          50   

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(19)  The Class RC Certificates do not have an interest rate. The Class RC      
Certificates represent the Class PTR-1 Interest.                    

(20)  The Class RX Certificates do not have an interest rate. The Class RX      
Certificates represent the residual interest in the Class X REMIC.  

(21)  Each of these Certificates will represent not only the ownership of the   
    Corresponding Class of Upper-Tier Regular Interest but also the right to
      receive payments from the Excess Reserve Fund Account and the Supplemental
  Interest Trust. Each of these Certificates will also be subject to the
   obligation to pay Class IO Shortfalls as described in Section 8.14. For
federal income tax purposes, any amount distributed on the LIBOR    
Certificates on any such Distribution Date in excess of the amount  
     distributable on their Corresponding Class of Upper-Tier Regular Interest
   on such Distribution Date shall be treated as having been paid from the
Excess Reserve Fund Account or the Supplemental Interest Trust, as  
   applicable, and any amount distributable on such Corresponding Class of
  Upper-Tier Regular Interest on such Distribution Date in excess of the
   amount distributable on the Corresponding Class of Certificates on such
      Distribution Date shall be treated as having been paid to the Supplemental
      Interest Trust, all pursuant to, and as further provided in, Section 8.14.
The Trustee will treat a LIBOR Certificateholder's right to receive 
payments from the Excess Reserve Fund Account and the Supplemental  
     Interest Trust as payments made pursuant to an interest rate cap contract
written by the Class X Certificateholders.                          

            The minimum denomination for the LIBOR Certificates will be $25,000,
with integral multiples of $1 in excess thereof except that one Certificate in  
each Class may be issued in a different amount. The minimum denomination for (a)
the Class R Certificates will be $50, representing a 100% Percentage Interest in
the related Class, (b) the Class RC Certificates will be $100, representing a   
100% Percentage Interest in the related Class, (c) the Class RX Certificates    
will be $50, representing a 100% Percentage Interest in the related Class, (d)  
the Class P Certificates will be a 1% Percentage Interest in such Class, (e) the
Class C Certificates will be a 1% Percentage Interest in such Class, and (f) the
Class X Certificates will be a 1% Percentage Interest in such Class.            

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

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

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

Class B Certificates......... The Class B-1, Class B-2, Class B-3 and Class     
B-4 Certificates.   

Class M Certificates......... Class M-1, Class M-2, Class M-3, Class M-4,       
                            Class M-5 , Class M-6 and Class M-7 Certificates

ERISA-Restricted                                                                
Certificates............... Class B-3 Certificates, Class B-4 Certificates, 
                        Residual Certificates, Class C Certificates,
                          Class P Certificates and Class X Certificates;
                       and any Certificate with a rating below the
                        lowest applicable permitted rating under the
    Underwriter's Exemption.

LIBOR Certificates........... The Class A, Class M and Class B Certificates,    
collectively.       

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

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

Private Certificates......... Class B-3, Class B-4, Class P and Class X         
Certificates.       

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

Regular Certificates......... All Classes of Certificates other than the Class  
                        P Certificates, Class C Certificates and the
  Residual Certificates.

Residual Certificates........ Class R, Class RC and Class RX Certificates.      

Subordinated Certificates.... Class M and Class B Certificates.                 

ARTICLE I 

 DEFINITIONS

       Section 1.01 Definitions. Capitalized terms used herein but not
defined herein shall have the meanings given them in the applicable Servicing   
Agreement. Whenever used in this Agreement, the following words and phrases,    
unless the context otherwise requires, shall have the following meanings:       

         Account: Any of the Distribution Account, the Excess Reserve Fund
Account or the Supplemental Interest Trust. Each Account shall be an Eligible   
Account.                                                                        

         Accrued Certificate Interest Distribution Amount: With respect to
any Distribution Date for each Class of LIBOR Certificates, the amount of       
interest accrued during the related Interest Accrual Period at the applicable   
Pass-Through Rate on the related Class Certificate Balance immediately prior to 
such Distribution Date, as reduced by such Class's share of Net Prepayment      
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution    
Date allocated to such Class pursuant to Section 4.01(c).                       

       Additional Form 10-D Disclosure: As defined in Section 8.13(b).

       Additional Form 10-K Disclosure: As defined in Section 8.13(b).

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

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

Advance: Any Monthly Advance or Servicing Advance.      

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

         Agreement: This Trust Agreement and all amendments or supplements
hereto.                                                                         

   Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee by the Depositor.          

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

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

Assignment Agreement: The Fremont Assignment Agreement. 

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

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

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

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

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

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

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

            Certificate Balance: With respect to any Class of LIBOR Certificates
or Residual Certificates, at any date, the maximum dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to 
the Denomination thereof minus all distributions of principal previously made   
with respect thereto and reduced by the amount of any Applied Realized Loss     
Amounts previously allocated to such Class of Certificates pursuant to Section  
4.04; provided, however, that immediately following the Distribution Date on    
which a Subsequent Recovery is distributed, the Class Certificate Balances of   
any Class or Classes of Certificates that have been previously reduced by       
Applied Realized Loss Amounts will be increased, in order of seniority, by the  
amount of the Subsequent Recovery distributed on such Distribution Date (up to  
the amount of Applied Realized Loss Amounts allocated to such Class or Classes).
The Class X, Class P and Class C Certificates have no Certificate Balance.      

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

         Certificate Register: The register maintained pursuant to Section
5.02.                                                                           

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

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

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

        Class A Certificates: As specified in the Preliminary Statement.

           Class A Principal Allocation Percentage: For any Distribution Date,
the percentage equivalent of a fraction, determined as follows: (A) with respect
to the Class A-1 Certificate Group, a fraction, the numerator of which is the   
portion of the Principal Remittance Amount for such Distribution Date that is   
attributable to the principal received or advanced on the Group I Mortgage Loans
and the denominator of which is the Principal Remittance Amount for such        
Distribution Date; and (B) with respect to the Class A-2 Certificate Group, a   
fraction, the numerator of which is the portion of the Principal Remittance     
Amount for such Distribution Date that is attributable to the principal received
or advanced on the Group II Mortgage Loans and the denominator of which is the  
Principal Remittance Amount for such Distribution Date.                         

  Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class Certificate Balances of
the Class A Certificates immediately prior to such Distribution Date over (ii)  
the lesser of (A) 58.10% of the aggregate Stated Principal Balance of the       
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

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

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

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

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

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

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

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

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

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

    Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class     
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after   
taking into account the distribution of the Class M-4 Principal Distribution    
Amount on such Distribution Date), (F) the Class Certificate Balance of the     
Class M-5 Certificates (after taking into account the distribution of the Class 
M-5 Principal Distribution Amount on such Distribution Date), (G) the Class     
Certificate Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (H) the Class Certificate Balance of the Class M-7 Certificates (after   
taking into account the distribution of the Class M-7 Principal Distribution    
Amount on such Distribution Date), and (I) the Class Certificate Balance of the 
Class B-1 Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) the product of (x) 91.20% and (y) the aggregate Stated Principal  
Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if 
any, of the aggregate Stated Principal Balance of the Mortgage Loans for such   
Distribution Date over the Overcollateralization Floor.                         

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

    Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class     
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after   
taking into account the distribution of the Class M-4 Principal Distribution    
Amount on such Distribution Date), (F) the Class Certificate Balance of the     
Class M-5 Certificates (after taking into account the distribution of the Class 
M-5 Principal Distribution Amount on such Distribution Date), (G) the Class     
Certificate Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (H) the Class Certificate Balance of the Class M-7 Certificates (after   
taking into account the distribution of the Class M-7 Principal Distribution    
Amount on such Distribution Date), (I) the Class Certificate Balance of the     
Class B-1 Certificates (after taking into account the distribution of the Class 
B-1 Principal Distribution Amount on such Distribution Date), and (J) the Class 
Certificate Balance of the Class B-2 Certificates immediately prior to such     
Distribution Date over (ii) the lesser of (A) the product of (x) 93.20% and (y) 
the aggregate Stated Principal Balances of the Mortgage Loans for such          
Distribution Date and (B) the excess, if any, of the aggregate Stated Principal 
Balance of the Mortgage Loans for such Distribution Date over the               
Overcollateralization Floor.                                                    

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

    Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class     
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after   
taking into account the distribution of the Class M-4 Principal Distribution    
Amount on such Distribution Date), (F) the Class Certificate Balance of the     
Class M-5 Certificates (after taking into account the distribution of the Class 
M-5 Principal Distribution Amount on such Distribution Date), (G) the Class     
Certificate Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (H) the Class Certificate Balance of the Class M-7 Certificates (after   
taking into account the distribution of the Class M-7 Principal Distribution    
Amount on such Distribution Date), (I) the Class Certificate Balance of the     
Class B-1 Certificates (after taking into account the distribution of the Class 
B-1 Principal Distribution Amount on such Distribution Date), (J) the Class     
Certificate Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date), and (K) the Class Certificate Balance of the Class B-3 Certificates      
immediately prior to such Distribution Date over (ii) the lesser of (A) the     
product of (x) 95.00% and (y) the aggregate Stated Principal Balances of the    
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

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

    Class B-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class     
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after   
taking into account the distribution of the Class M-4 Principal Distribution    
Amount on such Distribution Date), (F) the Class Certificate Balance of the     
Class M-5 Certificates (after taking into account the distribution of the Class 
M-5 Principal Distribution Amount on such Distribution Date), (G) the Class     
Certificate Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (H) the Class Certificate Balance of the Class M-7 Certificates (after   
taking into account the distribution of the Class M-7 Principal Distribution    
Amount on such Distribution Date), (I) the Class Certificate Balance of the     
Class B-1 Certificates (after taking into account the distribution of the Class 
B-1 Principal Distribution Amount on such Distribution Date), (J) the Class     
Certificate Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date), (K) the Class Certificate Balance of the Class B-3 Certificates (after   
taking into account the distribution of the Class B-3 Principal Distribution    
Amount on such Distribution Date), and (L) the Class Certificate Balance of the 
Class B-4 Certificates immediately prior to that Distribution Date over (ii) the
lesser of (A) the product of (x) 97.00% and (y) the aggregate Stated Principal  
Balances of the Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage Loans for such   
Distribution Date over the Overcollateralization Floor.                         

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

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

     Class IO Interest: As specified in the Preliminary Statement.

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

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

        Class M Certificates: As specified in the Preliminary Statement.

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

    Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date) and (B) the Class Certificate Balance of the Class M-1 Certificates       
immediately prior to such Distribution Date over (ii) the lesser of (A) the     
product of (x) 65.40% and (y) the aggregate Stated Principal Balance of the     
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

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

    Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), and (C) the Class Certificate Balance of the 
Class M-2 Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) the product of (x) 71.90% and (y) the aggregate Stated Principal  
Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if 
any, of the aggregate Stated Principal Balance of the Mortgage Loans for such   
Distribution Date over the Overcollateralization Floor.                         

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

    Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), and (D) the Class 
Certificate Balance of the Class M-3 Certificates immediately prior to such     
Distribution Date over (ii) the lesser of (A) the product of (x) 75.70% and (y) 
the aggregate Stated Principal Balance of the Mortgage Loans for such           
Distribution Date and (B) the excess, if any, of the aggregate Stated Principal 
Balance of the Mortgage Loans for such Distribution Date over the               
Overcollateralization Floor.                                                    

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

    Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class     
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), and (E) the Class Certificate Balance of the Class M-4 Certificates      
immediately prior to such Distribution Date over (ii) the lesser of (A) the     
product of (x) 79.20% and (y) the aggregate Stated Principal Balance of the     
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

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

    Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class     
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after   
taking into account the distribution of the Class M-4 Principal Distribution    
Amount on such Distribution Date) and (F) the Class Certificate Balance of the  
Class M-5 Certificates immediately prior to such Distribution Date, over (ii)   
the lesser of (A) the product of (x) 82.60% and (y) the aggregate Stated        
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the  
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans 
for such Distribution Date over the Overcollateralization Floor.                

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

    Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class     
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after   
taking into account the distribution of the Class M-4 Principal Distribution    
Amount on such Distribution Date), (F) the Class Certificate Balance of the     
Class M-5 Certificates (after taking into account the distribution of the Class 
M-5 Principal Distribution Amount on such Distribution Date) and (G) the Class  
Certificate Balance of the Class M-6 Certificates immediately prior to such     
Distribution Date, over (ii) the lesser of (A) the product of (x) 85.70% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such           
Distribution Date and (B) the excess, if any, of the aggregate Stated Principal 
Balance of the Mortgage Loans for such Distribution Date over the               
Overcollateralization Floor.                                                    

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

    Class M-7 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount on such Distribution Date), (C) the Class Certificate Balance of the     
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class     
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after   
taking into account the distribution of the Class M-4 Principal Distribution    
Amount on such Distribution Date), (F) the Class Certificate Balance of the     
Class M-5 Certificates (after taking into account the distribution of the Class 
M-5 Principal Distribution Amount on such Distribution Date), (G) the Class     
Certificate Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (H) the Class Certificate Balance of the Class M-7 Certificates       
immediately prior to such Distribution Date, over (ii) the lesser of (A) the    
product of (x) 88.60% and (y) the aggregate Stated Principal Balance of the     
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

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

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

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

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

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

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

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

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

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

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

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

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

Class X REMIC: As defined in the Preliminary Statement. 

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

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

Closing Date: April 27, 2006.                           

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

     Collection Account: The "Custodial Account" as defined in the
applicable Servicing Agreement.                                                 

         Commission: The United States Securities and Exchange Commission.

           Compensating Interest: For any Distribution Date, the lesser of (a)
the Prepayment Interest Shortfall, if any, for such Distribution Date, with     
respect to all Principal Prepayments during the related Prepayment Period and   
(b) the aggregate Servicing Fees payable to the Servicer for such Distribution  
Date. During the period which Fremont will be interim servicing, any prepayment 
interest shortfalls resulting from principal prepayments during this period will
not be covered by Compensating Interest.                                        

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

           Corporate Trust Office: The designated office of the Trustee in the
State of California at which at any particular time its corporate trust business
with respect to this Agreement is administered, which office at the date of the 
execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana,
California 92705-4934, Attn: Trust Administration - GS06F1, facsimile no. (714) 
656-2622 and which is the address to which notices to and correspondence with   
the Trustee should be directed.                                                 

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

      Corresponding Class: The Class of interests in one Trust REMIC
created under this Agreement that corresponds to the Class of interests in the  
other Trust REMIC or to a Class of Certificates in the manner set out below:    

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

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

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

           Cumulative Realized Loss Percentage: As set forth in the definition
of Trigger Event.                                                               

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

Cut-off Date: April 1, 2006.                            

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

           Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off Date (after
giving effect to payments of principal due on that date, whether or not         
received).                                                                      

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

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

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

        Deleted Mortgage Loan: Any Mortgage Loan permitted to be removed
from the Trust Fund under the circumstances set forth in the Fremont Assignment 
Agreement.                                                                      

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

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

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

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

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

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

       Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.01(b) in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company, in trust for registered Holders of GSAMP Trust 2006-FM1, Mortgage
Pass-Through Certificates, Series 2006-FM1." Funds in the Distribution Account  
shall be held in trust for the Certificateholders for the uses and purposes set 
forth in this Agreement and may be invested in Permitted Investments.           

          Distribution Date: The 25th day of each calendar month or, if such
day is not a Business Day, the next succeeding Business Day, commencing in May  
2006.                                                                           

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

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

     Due Period: With respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the month in which 
the Distribution Date occurs and ending on (and including) the first day of the 
calendar month in which the Distribution Date occurs.                           

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

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

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

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

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

           Event of Default: As defined in the applicable Servicing Agreement.

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

          Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Sections 3.01(a) in the name of the   
Trustee for the benefit of the Regular Certificateholders and designated        
"Deutsche Bank National Trust Company in trust for registered Holders of GSAMP  
Trust 2006-FM1, Mortgage Pass-Through Certificates, Series 2006-FM1." Funds in  
the Excess Reserve Fund Account shall be held in trust for the Regular          
Certificateholders for the uses and purposes set forth in this Agreement.       
Amounts on deposit in the Excess Reserve Fund Account shall not be invested.    

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

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

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

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

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

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

           Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Certificates is the Distribution Date occurring in April 
2036.                                                                           

Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.   

       Form 8-K Disclosure Information: As defined in Section 8.13(g).

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

         Fremont: Fremont Investment & Loan, a California corporation, and
its successors in interest.                                                     

         Fremont Agreements: The Purchase Agreement, the Fremont Servicing
Agreement and the Fremont Assignment Agreement.                                 

    Fremont Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of April 27, 2006, by and between Fremont, the  
Sponsor and the Depositor, attached hereto as Exhibit T.                        

          Fremont Servicing Agreement: The Amended and Restated Flow Interim
Servicing Agreement, dated as of January 1, 2006, attached as Exhibit P hereto. 

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

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

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

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

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

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

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

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

    Interest Accrual Period: With respect to each Class of LIBOR
Certificates and each Corresponding Class of Lower-Tier Regular Interests and   
each Corresponding Class of Upper Tier Regular Interests for any Distribution   
Date, the period commencing on the immediately preceding Distribution Date (or, 
for the initial Distribution Date, the Closing Date) and ending on the day      
immediately preceding the current Distribution Date. For purposes of computing  
interest accruals on each Class of LIBOR Certificates, each Corresponding Class 
of Lower Tier Regular Interest and each Corresponding Class of Upper Tier       
Regular Interest, each Interest Accrual Period has the actual number of days in 
such period and each year is assumed to have 360 days.                          

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

       Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of April 13, 2006, between Goldman Sachs Capital Markets, L.P. (as     
assigned to and assumed by the Swap Provider) and Goldman Sachs Mortgage Company
or any other swap agreement (including any related schedules) entered into by   
the Trustee on behalf of the Trust pursuant to Section 2.01(d) a copy of which  
is attached hereto as Exhibit X.                                                

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

Investment Account:  As defined in Section 3.02(a).     

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

     Investor-Based Exemption: Any of Prohibited Transaction Class
Exemption ("PTCE") 84-14 (for transactions by independent "qualified            
professional asset managers"), PTCE 91-38 (for transactions by bank collective  
investment funds), PTCE 90-1 (for transactions by insurance company pooled      
separate accounts), PTCE 95-60 (for transactions by insurance company general   
accounts) or PTCE 96-23 (for transactions effected by "in-house asset           
managers"), or any comparable exemption available under Similar Law.            

IRS:  The Internal Revenue Service.                     

        LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related LIBOR           
Determination Date on the basis of the offered rate for one-month U.S. dollar   
deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London    
time) on such date; provided, that if such rate does not appear on Telerate Page
3750, the rate for such date will be determined on the basis of the rates at    
which one-month U.S. dollar deposits are offered by the Reference Banks at      
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee shall request the principal London 
office of each of the Reference Banks to provide a quotation of its rate. If at 
least two such quotations are provided, the rate for that date will be the      
arithmetic mean of the quotations (rounded upwards if necessary to the nearest  
whole multiple of 1/16%). If fewer than two quotations are provided as          
requested, the rate for that date will be the arithmetic mean of the rates      
quoted by major banks in New York City, selected by the Trustee (after          
consultation with the Depositor), at approximately 11:00 a.m. (New York City    
time) on such date for one-month U.S. dollar loans to leading European banks.   

       LIBOR Certificates:  As specified in the Preliminary Statement.

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

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

          Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in the
Prepayment Period preceding the month of such Distribution Date and as to which 
the applicable Servicer has certified to the Trustee (pursuant to the applicable
Servicing Agreement) that it has received all amounts it expects to receive in  
connection with the liquidation of such Mortgage Loan including the final       
disposition of an REO Property.                                                 

      Liquidation Proceeds: any cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the    
sale of the related Mortgaged Property if the Mortgaged Property is acquired in 
satisfaction of the Mortgage Loan.                                              

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

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

          Loan Group I Cap: With respect to the Group I Mortgage Loans as of
any Distribution Date, a per annum rate equal to the product of (i) 30 divided  
by the actual number of days in the applicable Interest Accrual Period and (ii) 
the sum of (A) the weighted average of the Mortgage Interest Rates for each     
Group I Mortgage Loan (in each case, less the applicable Expense Fee Rate) then 
in effect on the beginning of the related Due Period and (B) Net Swap Receipts, 
if any, less Net Swap Payments if any, for that Distribution Date divided by the
Stated Principal Balance of the Mortgage Loans at the beginning of the related  
Due Period, multiplied by 12.                                                   

            Loan Group II Cap: With respect to the Group II Mortgage Loans as of
any Distribution Date, a per annum rate equal to the product of (i) 30 divided  
by the actual number of days in the applicable Interest Accrual Period and (ii) 
the sum of (A) the weighted average of the Mortgage Interest Rates for each     
Group II Mortgage Loan (in each case, less the applicable Expense Fee Rate) then
in effect on the beginning of the related Due Period and (B) Net Swap Receipts, 
if any, less Net Swap Payments if any, for that Distribution Date divided by the
Stated Principal Balance of the Mortgage Loans at the beginning of the related  
Due Period, multiplied by 12.                                                   

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

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

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

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

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

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

      Majority Class C Certificateholder: The Holder or Holders of a
majority of the Percentage Interests in the Class C Certificates.               

MERS: As defined in Section 2.01(b).                    

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

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

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

          Monthly Advance: As defined in the applicable Servicing Agreement.

       Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan.                                                    

Monthly Statement: The statement made available to the  
Certificateholders pursuant to Section 4.02.                                    

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

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

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

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

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

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

         Mortgage Loan Schedule: A schedule of Mortgage Loans delivered to
the Trustee on the Closing Date and referred to on Schedule I, such schedule    
setting forth the following information with respect to each Mortgage Loan: (1) 
the Responsible Party's Mortgage Loan identifying number; (2) the Mortgagor's   
name; (3) the street address of the Mortgaged Property including the city, state
and zip code; (4) a code indicating whether the Mortgaged Property is           
owner-occupied, a second home or investment property; (5) the number and type of
residential units constituting the Mortgaged Property (i.e. a single family     
residence, a 2-4 family residence, a unit in a condominium project or a unit in 
a planned unit development, manufactured housing); (6) the original months to   
maturity or the remaining months to maturity from the related Cut-off Date, in  
any case based on the original amortization schedule and, if different, the     
maturity expressed in the same manner but based on the actual amortization      
schedule; (7) the LTV at the origination; (8) the Mortgage Interest Rate as of  
the related Cut-off Date; (9) the date on which the Monthly Payment was due on  
the Mortgage Loan and, if such date is not consistent with the Due Date         
currently in effect, such Due Date; (10) the stated maturity date; (11) the     
amount of the Monthly Payment as of the related Cut-off Date; (12) the last     
payment date on which a payment was actually applied to the outstanding         
principal balance; (13) the original principal amount of the Mortgage Loan; (14)
the Stated Principal Balance of the Mortgage Loan as of the close of business on
the related Cut-off Date, after deduction of payments of principal due on or    
before the related Cut-off Date; (15) with respect to Adjustable Rate Mortgage  
Loans, the Interest Rate Adjustment Date; (16) with respect to Adjustable Rate  
Mortgage Loans, the Gross Margin; (17) with respect to Adjustable Rate Mortgage 
Loans, the Lifetime Rate Cap under the terms of the Mortgage Note; (18) with    
respect to Adjustable Rate Mortgage Loans, a code indicating the type of Index; 
(19) with respect to Adjustable Rate Mortgage Loans, the Periodic Rate Cap under
the terms of the Mortgage Note; (20) the type of Mortgage Loan (i.e., Fixed     
Rate, Adjustable Rate, First Lien); (21) a code indicating the purpose of the   
loan (i.e., purchase, rate and term refinance, equity take-out refinance); (22) 
a code indicating the documentation style (i.e. full, alternative or reduced);  
(23) the loan credit classification (as described in the Underwriting           
Guidelines); (24) whether such Mortgage Loan provides for a Prepayment Penalty; 
(25) the Prepayment Penalty period of such Mortgage Loan, if applicable; (26) a 
description of the Prepayment Penalty, if applicable; (27) the Mortgage Interest
Rate as of origination; (28) the credit risk score (FICO score) at origination; 
(29) the date of origination; (30) the Mortgage Interest Rate adjustment period;
(31) the Mortgage Interest Rate floor; (32) the Mortgage Interest Rate          
calculation method (i.e., 30/360, simple interest, other); (33) a code          
indicating whether the Mortgage Loan is a Section 32 Mortgage Loan; (34) a code 
indicating whether the Mortgage Loan has been modified; (35) the Current CLTV;  
(36) the one year payment history; (37) the Due Date for the first Monthly      
Payment; (38) the original Monthly Payment due; (39) with respect to the related
Mortgagor, the debt-to-income ratio; (40) the appraised value of the Mortgaged  
Property; (41) the sales price of the Mortgaged Property if the Mortgage Loan   
was originated in connection with the purchase of the Mortgaged Property; (42)  
the MERS Identification Number; (43) Senior lien balance; (44) Lien position    
marker; (45) CLTV at origination; (46) a code indicating if the Mortgage Loan is
a Home Loan as such terms are defined in the then current Standard & Poor's     
LEVELS(R) Glossary.                                                             

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

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

          Net Monthly Excess Cash Flow: For any Distribution Date the amount
remaining for distribution pursuant to Section 4.01(a)(iii) (before giving      
effect to distributions pursuant to such subsection).                           

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

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

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

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

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

NIM Trustee: The trustee for the NIM Securities.        

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

Non-Permitted Transferee: As defined in Section 8.12(e).

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

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

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

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

        Offered Certificates: As specified in the Preliminary Statement.

          Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or the President or a Vice President or 
an Assistant Vice President and by the Treasurer or the Secretary or one of the 
Assistant Treasurers or Assistant Secretaries of any Servicer or the Responsible
Party, and delivered to the Trustee, as required by any Servicing Agreement or  
the Purchase Agreement.                                                         

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

        Optional Termination Date: The date determined as follows: Wells
Fargo, pursuant to the Wells Fargo Servicing Agreement, (at the direction of the
Majority Class C Certificateholder (as evidenced on the Certificate Register)   
pursuant to Section 9.01), shall cause the Optional Termination Date to occur on
any Distribution Date on which the aggregate Stated Principal Balance of the    
Mortgage Loans, as of the last day of the related Due Period, is equal to 10% or
less of the Cut off Date Pool Principal Balance (provided, that if the Depositor
or an Affiliate of the Depositor is one of the Holders constituting such        
majority, then there must be at least one other unaffiliated Holder constituting
such majority and the Class C Certificates held by such Holder, or unaffiliated 
Holders in the aggregate, must represent at least a 10% Percentage Interest in  
the Class C Certificates).                                                      

Original Purchase Date: March 30, 2006.                 

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

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

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

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

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

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

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

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

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

           Pass-Through Margin: Except as set forth in the following sentence,
with respect to each Class of LIBOR Certificates, the following percentages:    
Class A-1 Certificates, 0.160%; Class A-2A Certificates, 0.060%; Class A-2B     
Certificates, 0.110%; Class A-2C Certificates, 0.160%; Class A-2D Certificates, 
0.270%; Class M-1 Certificates, 0.300%; Class M-2 Certificates, 0.320%; Class   
M-3 Certificates, 0.350%; Class M-4 Certificates, 0.430%; Class M-5             
Certificates, 0.460%; Class M-6 Certificates, 0.530%; Class M-7 Certificates,   
1.030%; Class B-1 Certificates, 1.150%; Class B-2 Certificates, 2.100%; Class   
B-3 Certificates, 2.500% and Class B-4 Certificates, 2.500%. On the first       
possible Optional Termination Date, the Pass-Through Margins shall increase to: 
Class A-1, 0.320%; Class A-2A, 0.120%; Class A-2B, 0.220%; Class A-2C, 0.320%;  
Class A-2D, 0.540%, Class M-1, 0.450%; Class M-2, 0.480%; Class M-3, 0.525%;    
Class M-4, 0.645%; Class M-5, 0.690%; Class M-6, 0.795%; Class M-7, 1.545%;     
Class B-1, 1.725%; Class B-2, 3.150%; Class B-3, 3.750% and Class B-4, 3.750%.  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          Physical Certificates:  As specified in the Preliminary Statement.

Plan:  As defined in Section 5.02(b).                   

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

           Principal Remittance Amount: With respect to any Distribution Date,
the amount equal to the sum of the following amounts (without duplication) with 
respect to the related Due Period: (i) each scheduled payment of principal on a 
Mortgage Loan due during such Due Period and received by the applicable Servicer
on or prior to the related Determination Date, together with any Monthly        
Advances in respect thereof; (ii) all Principal Prepayments received by the     
applicable Servicer during the related Prepayment Period, (iii) all Liquidation 
Proceeds, Condemnation Proceeds and Insurance Proceeds on the Mortgage Loans    
allocable to principal received by the applicable Servicer during the related   
Prepayment Period, (iv) the portion of the Repurchase Price allocable to        
principal with respect to each Deleted Mortgage Loan, the repurchase obligation 
for which arose during the related Prepayment Period, that was repurchased      
during the period from the prior Distribution Date through the Remittance Date  
for the current Distribution Date, (v) the portion of all Substitution          
Adjustment Amounts allocable to principal with respect to the substitutions of  
Mortgage Loans that occur during the calendar month in which such Distribution  
Date occurs, and (vi) the allocable portion of the proceeds received with       
respect to the termination of the Trust Fund pursuant to clause (a) of Section  
9.01 (to the extent such proceeds relate to principal).                         

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

         Private Certificates:  As specified in the Preliminary Statement.

         Prospectus Supplement: The Prospectus Supplement, dated April 25,
2006, relating to the Offered Certificates.                                     

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

PUD:  A planned unit development.                       

       Purchase Agreement: The Amended and Restated Flow Mortgage Loan
Purchase and Warranties Agreement, dated as of January 1, 2006, by and between  
Fremont and the Sponsor, solely insofar as such agreement relates to the        
Mortgage Loans, attached hereto as Exhibit O.                                   

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

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

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

Reference Bank:  As defined in Section 4.04.            

         Regular Certificates:  As specified in the Preliminary Statement.

 Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from 
time to time, and subject to such clarification and interpretation as have been 
provided by the Commission in the adopting release (Asset-Backed Securities,    
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its  
staff from time to time.                                                        

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

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

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

        Remittance Date: With respect to any Distribution Date, no later
than 12:00 p.m., Central Time on the Business Day immediately preceding such    
Distribution Date.                                                              

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

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

      Replacement Swap Provider Payment: Any payments that have been
received by the Trust as a result of entering into a replacement interest rate  
swap agreement following an Additional Termination Event described in Part      
5(n)(iii) of the Schedule to the Interest Rate Swap Agreement.                  

Reportable Event:  As defined in Section 8.12(g).       

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

     Request for Release: The Request for Release submitted by the
applicable Servicer to the Trustee, substantially in the form of Exhibit S.     

          Residual Certificates:  As specified in the Preliminary Statement.

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

        Responsible Party: Fremont Investment & Loan, in its capacity as
seller under the Purchase Agreement.                                            

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

Sarbanes Certification : As defined in Section 8.12(c). 

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

       Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the               
Overcollateralized Amount (in each case after taking into account the           
distribution of the Principal Distribution Amount and any principal payments on 
those Classes of Certificates from the Supplemental Interest Trust on that      
Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date.                                               

  Senior Specified Enhancement Percentage: As of any date of
determination, 41.90%.                                                          

     Servicer: Fremont, only until the Servicing Transfer Date, or
thereafter. Wells Fargo Bank, N.A., in its respective capacity as servicer under
the related Servicing Agreement, or any successor servicer appointed pursuant to
such Servicing Agreement.                                                       

  Servicer Remittance Report: As defined in Section 4.02(d).

          Servicing Advances: As defined in the related Servicing Agreement.

         Servicing Agreement: The Fremont Servicing Agreement or the Wells
Fargo Servicing Agreement, as applicable.                                       

      Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, which as of the Closing Date are listed on Exhibit N  
hereto.                                                                         

     Servicing Fee: As defined in the related Servicing Agreement.

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

            Servicing Transfer Date: With respect to each Mortgage Loan, July 1,
2006, or such other date on which servicing of the Mortgage Loans was           
transferred to Wells Fargo.                                                     

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

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

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

           Specified Overcollateralized Amount: Prior to the Stepdown Date, an
amount equal to 1.50% of the Cut-off Date Pool Principal Balance. On and after  
the Stepdown Date, an amount equal to 3.00% of the aggregate Stated Principal   
Balance of the Mortgage Loans for such Distribution Date, subject, until the    
Class Certificate Balance of each Class of LIBOR Certificates has been reduced  
to zero, to a minimum amount equal to the Overcollateralization Floor; provided,
however, that if, on any Distribution Date, a Trigger Event exists, the         
Specified Overcollateralized Amount shall not be reduced to the applicable      
percentage of the then current aggregate Stated Principal Balance of the        
Mortgage Loans until the Distribution Date on which a Trigger Event no longer   
exists; provided, further, that when the Class Certificate Balance of each Class
of LIBOR Certificates has been reduced to zero, the Specified Overcollateralized
Amount will thereafter equal zero.                                              

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

            Standard & Poor's: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors in interest. If Standard &  
Poor's is designated as a Rating Agency in the Preliminary Statement, for       
purposes of Section 10.05(b) the address for notices to Standard & Poor's shall 
be Standard & Poor's, 55 Water Street, New York, New York 10041, Attention:     
Residential Mortgage Surveillance Group - GSAMP Trust 2006-FM1, or such other   
address as Standard & Poor's may hereafter furnish to the Depositor, the        
Servicer and the Trustee.                                                       

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

Start-up Day:  As defined in Section 2.04.              

        Stated Principal Balance: As to each Mortgage Loan and as of any
Determination Date, (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 (whether or not received), 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 or advanced prior to the related Remittance Date and any unscheduled   
principal payments and other unscheduled principal collections received during  
the related Prepayment Period, and the Stated Principal Balance of any Mortgage 
Loan that has prepaid in full or has become a Liquidated Mortgage Loan during   
the related Prepayment Period shall be zero.                                    

        Stepdown Date: The earlier to occur of (a) the date on which the
aggregate Class Certificate Balances of the Class A Certificates have been      
reduced to zero and (b) the later to occur of (i) the Distribution Date in May  
2009, and (ii) the first Distribution Date on which the Senior Enhancement      
Percentage is greater than or equal to the Senior Specified Enhancement         
Percentage.                                                                     

          Subcontractor: Any third-party or Affiliated vendor, subcontractor
or other Person utilized by the Servicer, a Subservicer or the Trustee, as      
applicable, that is not responsible for the overall servicing (as "servicing" is
commonly understood by participants in the mortgage-backed securities market) of
Mortgage Loans but performs one or more discrete functions identified in Item   
1122(d) of Regulation AB with respect to Mortgage Loans.                        

  Subordinated Certificates: As specified in the Preliminary
Statement.                                                                      

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

         Subservicer: Any Person that services Mortgage Loans on behalf of
the Servicer or any Subservicer and is responsible for the performance (whether 
directly or through Subservicers or Subcontractors) of a substantial portion of 
the material servicing functions required to be performed by the Servicer under 
the applicable Servicing Agreement, with respect to some or all of the Mortgage 
Loans, that are identified in Item 1122(d) of Regulation AB.                    

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

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

           Supplemental Interest Trust: The corpus of a trust created pursuant
to Section 4.05 of this Agreement, consisting of the Interest Rate Swap         
Agreement, the Class IO Interest and the right to receive Class IO Shortfalls,  
subject to the obligation to pay amounts specified in Section 4.05.             

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

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

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

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

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

10-K Filing Deadline:  As defined in Section 8.13(c).   

Termination Price:  As defined in Section 9.01.         

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

           Total Monthly Excess Spread: As to any Distribution Date, an amount
equal to the excess if any, of (i) the interest on the Mortgage Loans received  
by the Servicer on or prior to the related Determination Date or advanced by the
Servicer for the related Remittance Date (net of Expense Fees) and plus any Net 
Swap Receipts and less any Net Swap Payments and Swap Termination Payments,     
other than Defaulted Swap Termination Payments, for such Distribution Date, over
(ii) the sum of the interest payable to the LIBOR Certificates on such          
Distribution Date pursuant to Section 4.01(a)(i), provided, however, that Net   
Swap Receipts shall be included in Total Monthly Excess Spread (and             
correspondingly any Extra Principal Distribution Amount) only to the extent of  
current or prior Realized Losses not previously reimbursed.                     

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

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

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

       Trigger Event: With respect to any Distribution Date, a Trigger
Event exists if (i) the quotient (expressed as a percentage) of (1) the rolling 
three month average of the aggregate unpaid principal balance of 60+ Day        
Delinquent Mortgage Loans, divided by (2) the aggregate unpaid principal balance
of the Mortgage Loans as of the last day of the related Due Period, equals or   
exceeds 37.00% of the Senior Enhancement Percentage as of the last day of the   
prior Due Period or (ii) the quotient (expressed as a percentage) of (x) the    
aggregate amount of Realized Losses incurred since the Cut-off Date through the 
last day of the related Prepayment Period divided by (y) the Cut-off Date Pool  
Principal Balance, exceeds the applicable percentages set forth below with      
respect to such Distribution Date:                                              

 Distribution Date Occurring In    Cumulative Realized Loss Percentage

          May 2008-April 2009         1.450%  for the first  month,  plus an
                                      additional  1/12th of 1.550%  for each
                month thereafter

          May 2009-April 2010         3.000%  for the first  month,  plus an
                                      additional  1/12th of 1.750%  for each
                month thereafter

          May 2010-April 2011         4.750%  for the first  month,  plus an
                                      additional  1/12th of 1.250%  for each
                month thereafter

          May 2011-April 2012         6.000%  for the first  month,  plus an
                                      additional  1/12th of 0.550%  for each
                month thereafter

May 2012 and thereafter       6.550%                        

       Trust:  The express trust created hereunder in Section 2.01(c).

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

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

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

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

         Trustee Fee Rate: With respect to each Mortgage Loan, 0.0050% per
annum.                                                                          

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

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

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

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

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

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

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

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

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

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

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

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

     Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of           
determination, (a) 1% of all Voting Rights shall be allocated to the Class X    
Certificates, if any (such Voting Rights to be allocated among the holders of   
Certificates of each such Class in accordance with their respective Percentage  
Interests), (b) 1% of all Voting Rights shall be allocated to the Class P       
Certificates, if any, and (c) the remaining Voting Rights shall be allocated    
among Holders of the remaining Classes of Certificates in proportion to the     
Certificate Balances of their respective Certificates on such date. The Class C 
Certificates shall have no Voting Rights.                                       

          WAC Cap: With respect to the Mortgage Loans as of any Distribution
Date, a per annum rate equal to the product of (i) 30 divided by the actual     
number of days in the applicable Interest Accrual Period and (ii) the sum of (A)
the weighted average of the Adjusted Net Mortgage Interest Rates then in effect 
at the beginning of the related Due Period on the Mortgage Loans and (B) Net    
Swap Receipts, if any, for that Distribution Date less Net Swap Payments, if    
any, for that Distribution Date divided by the Stated Principal Balance of the  
Mortgage Loans at the beginning of the related Due Period, multiplied by 12.    

       Wells Fargo: Wells Fargo Bank, National Association, a national
banking association, and its successor in interest.                             

          Wells Fargo Servicing Agreement: The Servicing Agreement, dated as
of April 27, 2006, by and between Wells Fargo, the Trustee and the Depositor,   
which is attached hereto as Exhibit Q-1.                                        

          Wells Fargo Warranties and Servicing Agreement: The Second Amended
and Restated Master Seller's Warranties and Servicing Agreement, dated as of    
November 1, 2005, by and between the Sponsor and Wells Fargo, which is attached 
hereto as Exhibit Q-2.                                                          

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

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

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

          (i) the original Mortgage Note (except for up to 0.01% of the Mortgage
     Notes for which there is a lost note affidavit and the copy of the Mortgage
Note) bearing all intervening endorsements showing a complete chain of
    endorsement from the originator to the last endorsee, endorsed "Pay to the
 order of _____________, without recourse" and signed in the name of the
last endorsee. To the extent that there is no room on the face of any 
  Mortgage Note for an endorsement, the endorsement may be contained on an
allonge, unless state law does not so allow and the Trustee has been  
   advised by the Responsible Party that state law does not so allow. If the
Mortgage Loan was acquired by the Responsible Party in a merger, the  
  endorsement must be by "[last endorsee], successor by merger to [name of
    predecessor]". If the Mortgage Loan was acquired or originated by the last
   endorsee while doing business under another name, the endorsement must be
by "[last endorsee], formerly known as [previous name]";              

          (ii) the original of any guarantee executed in connection with the
Mortgage Note;                                                      

          (iii) the original Mortgage with evidence of recording thereon. If
      in connection with any Mortgage Loan, the Responsible Party cannot deliver
     or cause to be delivered the original Mortgage with evidence of recording
     thereon on or prior to the related Closing Date because of a delay caused
     by the public recording office where such Mortgage has been delivered for
     recordation or because such Mortgage has been lost or because such public
    recording office retains the original recorded Mortgage, the Responsible
    Party shall deliver or cause to be delivered to the Trustee, a photocopy
    of such Mortgage, together with (i) in the case of a delay caused by the
      public recording office, an Officer's Certificate of the Responsible Party
  (or certified by the title company, escrow agent, or closing attorney)
    stating that such Mortgage has been dispatched to the appropriate public
    recording office for recordation and that the original recorded Mortgage
      or a copy of such Mortgage certified by such public recording office to be
a true and complete copy of the original recorded Mortgage will be  
     promptly delivered to the Trustee upon receipt thereof by the Responsible
    Party; or (ii) in the case of a Mortgage where a public recording office
     retains the original recorded Mortgage or in the case where a Mortgage is
lost after recordation in a public recording office, a copy of such 
Mortgage certified by such public recording office to be a true and 
complete copy of the original recorded Mortgage);                   

            (iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon;   

          (v) except with respect to each MERS Designated Mortgage Loan, the
original Assignment of Mortgage for each Mortgage Loan, in form and 
  substance acceptable for recording. The Assignment of Mortgage must be
      duly recorded only if recordation is either necessary under applicable law
   or commonly required by private institutional mortgage investors in the
area where the Mortgaged Property is located or on direction of the 
      Sponsor as provided in this Agreement. If the Assignment of Mortgage is to
be recorded, the Mortgage shall be assigned to the Sponsor. If the  
    Assignment of Mortgage is not to be recorded, the Assignment of Mortgage
 shall be delivered in blank. If the Mortgage Loan was acquired by the
     Responsible Party in a merger, the Assignment of Mortgage must be made by
   "[Responsible Party], successor by merger to [name of predecessor]". If
 the Mortgage Loan was acquired or originated by the Responsible Party
    while doing business under another name, the Assignment of Mortgage must
be by "[Responsible Party], formerly known as [previous name]";     

         (vi) the originals of all intervening assignments of mortgage (if
     any) evidencing a complete chain of assignment from the Responsible Party
    (or MERS with respect to each MERS Designated Mortgage Loan) to the Last
   Endorsee with evidence of recording thereon, or if any such intervening
    assignment has not been returned from the applicable recording office or
 has been lost or if such public recording office retains the original
    recorded assignments of mortgage, the Responsible Party shall deliver or
 cause to be delivered to the Trustee, a photocopy of such intervening
     assignment, together with (i) in the case of a delay caused by the public
   recording office, an Officer's Certificate of the Responsible Party (or
      certified by the title company, escrow agent, or closing attorney) stating
   that such intervening assignment of mortgage has been dispatched to the
      appropriate public recording office for recordation and that such original
     recorded intervening assignment of mortgage or a copy of such intervening
assignment of mortgage certified by the appropriate public recording
      office to be a true and complete copy of the original recorded intervening
 assignment of mortgage will be promptly delivered to the Trustee upon
receipt thereof by the Responsible Party; or (ii) in the case of an 
intervening assignment where a public recording office retains the  
original recorded intervening assignment or in the case where an    
  intervening assignment is lost after recordation in a public recording
  office, a copy of such intervening assignment certified by such public
    recording office to be a true and complete copy of the original recorded
intervening assignment;                                             

       (vii) the original mortgagee policy of title insurance (or copy
   thereof) or attorney's opinion of title accompanied by a title abstract
or, in the event such original title policy (or copy thereof) is    
unavailable, a certified true copy of the related policy binder or  
commitment for title certified to be true and complete by the title 
insurance company;                                                  

          (viii) security agreement, chattel mortgage or equivalent document
executed in connection with the Mortgage; and                       

         (ix) original powers of attorney, if applicable, with evidence of
recording thereon, if required.                                     

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

           The Depositor shall use reasonable efforts to cause the Sponsor and
Responsible Party, as applicable, to forward to the Trustee additional documents
evidencing an assumption, modification, consolidation or extension of a Mortgage
Loan approved by the Responsible Party in accordance with the terms of the      
Responsible Party Agreements. All such Mortgage Loan Documents held by the      
Trustee as to each Mortgage Loan shall constitute the "Custodial File."         

           On or prior to the Closing Date, the Depositor shall deliver to the
Trustee Assignments of Mortgages (except in the case of MERS Loans), in blank,  
for each applicable Mortgage Loan.                                              

           In the event, with respect to any Mortgage Loan, that such original
or copy of any document submitted for recordation to the appropriate public     
recording office is not so delivered to the Trustee within 180 days of the      
applicable Original Purchase Date as specified in the Purchase Agreement, the   
Trustee shall notify the Depositor and the Depositor shall take or cause to be  
taken such remedial actions under the Purchase Agreement as may be permitted to 
be taken thereunder, including without limitation, if applicable, the repurchase
by the Responsible Party of such Mortgage Loan. The foregoing repurchase remedy 
shall not apply in the event that the Responsible Party cannot deliver such     
original or copy of any document submitted for recordation to the appropriate   
public recording office within the specified period due to a delay caused by the
recording office in the applicable jurisdiction; provided, that the Responsible 
Party shall instead deliver a recording receipt of such recording office or, if 
such recording receipt is not available, an officer's certificate of an officer 
of the Responsible Party confirming that such document has been accepted for    
recording.                                                                      

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

        (c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express  
trust (the "Trust") to be known, for convenience, as "GSAMP Trust 2006-FM1" and 
Deutsche Bank National Trust Company is hereby appointed as Trustee in          
accordance with the provisions of this Agreement. The Trust's fiscal year is the
calendar year.                                                                  

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

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

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

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

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

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

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

        Section 2.03 Execution and Delivery of Certificates. The Trustee
acknowledges the transfer and assignment to it of the Trust Fund and,           
concurrently with such transfer and assignment, has executed and delivered to or
upon the order of the Depositor, the Certificates in authorized Denominations   
evidencing directly or indirectly the entire ownership of the Trust Fund. The   
Trustee agrees to hold the Trust Fund and exercise the rights referred to above 
for the benefit of all present and future Holders of the Certificates.          

            Section 2.04 REMIC Matters. The Preliminary Statement sets forth the
designations for federal income tax purposes of all interests created hereby.   
For the avoidance of doubt, the Class C Certificates shall not represent a      
regular or residual interest in any Trust REMIC. The "Start-up Day" of each     
Trust REMIC for purposes of the REMIC Provisions shall be the Closing Date. The 
"latest possible maturity date" of the regular interests in each Trust REMIC is 
the Distribution Date in April 2036, which is the Distribution Date in the month
following the month in which the latest maturity date of any Mortgage Loan      
occurs. Amounts distributable to the Class X Certificates (prior to any         
reduction for any Basis Risk Payment or Swap Termination Payment), exclusive of 
any amounts received from the Swap Provider, shall be deemed paid from the      
Upper-Tier REMIC to the Class X REMIC in respect of the Class UT-X Interest and 
the Class UT-IO Interest and then from the Class X REMIC in respect of the Class
X Interest and the Class IO Interest to the Holders of the Class X Certificates 
prior to distribution of any Basis Risk Payments to the LIBOR Certificates or   
Net Swap Payments or Swap Termination Payments to the Swap Provider.            

            For federal income tax purposes, any amount distributed on the LIBOR
Certificates on any Distribution Date in excess of the amount distributable on  
their Corresponding Class of Upper-Tier Regular Interest on such Distribution   
Date shall be treated as having been paid from the Excess Reserve Fund Account  
or the Supplemental Interest Trust, as applicable, and any amount distributable 
on such Corresponding Class of Upper-Tier Regular Interest on such Distribution 
Date in excess of the amount distributable on the Corresponding Class of LIBOR  
Certificates on such Distribution Date shall be treated as having been paid to  
the Supplemental Interest Trust, all pursuant to and as further provided in     
Section 8.14.                                                                   

         Section 2.05 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Trustee that as of   
the date of this Agreement or as of such date specifically provided herein:     

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

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

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

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

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

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

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

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

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the          
respective Custodial Files to the Trustee and shall inure to the benefit of the 
Trustee.                                                                        

         Within 30 days of the earlier of either discovery by or notice to
the Depositor of a breach of the representations and warranties set forth in    
clause (h) above that materially and adversely affects the value of any Mortgage
Loan or the interest of the Trustee or the Certificateholders therein, the      
Depositor shall use its best efforts to promptly cure such breach in all        
material respects and if such defect or breach cannot be remedied, the Depositor
shall repurchase such Mortgage Loan at the Repurchase Price or substitute a     
Substitute Mortgage Loan for the defective Mortgage Loan. Any such repurchase   
shall be conducted in the same manner as set forth in the Purchase Agreement.   
The obligations of the Depositor to cure such breach or to purchase any Mortgage
Loan constitute the sole remedies respecting a material breach of any such      
representation or warranty to the Holders of the Certificates and the Trustee.  
In the event the Depositor is required to repurchase or substitute a Mortgage   
Loan pursuant to this Section 2.05, the Trustee shall assign to the Depositor   
all rights it has with respect to such Mortgage Loan under the Fremont          
Assignment Agreement and, solely to the extent related to such Mortgage Loan,   
under the Purchase Agreement.                                                   

           Section 2.06 Enforcement of Obligations for Breach of Mortgage Loan
Representations. Upon discovery by any of the parties hereto of a breach of a   
representation or warranty made by the Sponsor or Responsible Party pursuant to 
the Responsible Party Agreements, the party discovering such breach shall give  
prompt written notice thereof to the other parties to this Agreement and the    
Responsible Party. The Trustee shall take such action, with the Depositor's     
consent, with respect to such breach under the Responsible Party Agreements as  
may be necessary or appropriate to enforce the rights of the Trust with respect 
thereto.                                                                        

ARTICLE III 

TRUST ACCOUNTS

           Section 3.01 Excess Reserve Fund Account; Distribution Account. (a)
The Trustee shall establish and maintain the Excess Reserve Fund Account, on    
behalf of the Class X Certificateholders, to receive that portion of the        
distributions on the Class X Interest up to an amount equal to any Basis Risk   
Payments and to pay to the LIBOR Certificateholders any Basis Risk Carry Forward
Amounts (prior to using any Net Swap Receipts). For the avoidance of doubt, any 
Basis Risk Carry Forward Amounts shall be paid to the LIBOR Certificates first  
from the Excess Reserve Fund Account and then from the Supplemental Interest    
Trust.                                                                          

          On each Distribution Date on which there exists a Basis Risk Carry
Forward Amount on any Class of LIBOR Certificates, the Trustee shall (1)        
withdraw from the Distribution Account and deposit in the Excess Reserve Fund   
Account, as set forth in Section 4.01(a)(iii)(L), the lesser of the Class X     
Distributable Amount (to the extent remaining after the distributions specified 
in Sections 4.01(a)(iii)(A)-(K) and without regard to the reduction in clause   
(ii) of the definition thereof for any Basis Risk Payment or Defaulted Swap     
Termination Payment) and the aggregate Basis Risk Carry Forward Amount and (2)  
withdraw from the Excess Reserve Fund Account amounts necessary to pay to such  
Class or Classes of LIBOR Certificates the applicable Basis Risk Carry Forward  
Amounts. Such payments, along with payments from the Supplemental Interest      
Trust, shall be allocated to those Classes based upon the amount of Basis Risk  
Carry Forward Amount owed to each such Class and shall be paid in the priority  
set forth in Section 4.01(a)(iii)(M). In the event that the Class Certificate   
Balance of any Class of Certificates is reduced because of Applied Realized Loss
Amounts, the applicable Certificateholders will not be entitled to receive Basis
Risk Carry Forward Amounts on the written down amounts on such Distribution Date
or any future Distribution Dates (except to the extent such Class Certificate   
Balance is increased as a result of any Subsequent Recoveries), even if funds   
are otherwise available for distribution.                                       

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

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

      Notwithstanding any provision contained in this Agreement, the
Trustee shall not be required to make any payments from the Excess Reserve Fund 
Account except as expressly set forth in this Section 3.01(a).                  

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

         (i) the aggregate amount remitted by the Servicers to the Trustee
pursuant to the Servicing Agreements; and                           

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

          In the event that the Servicer shall remit any amount not required
to be remitted pursuant to the applicable Servicing Agreement, and such Servicer
directs the Trustee in writing to withdraw such amount from the Distribution    
Account, the Trustee shall return such funds to the applicable Servicer. All    
funds deposited in the Distribution Account shall be held by the Trustee in     
trust for the Certificateholders until disbursed in accordance with this        
Agreement or withdrawn in accordance with Sections 4.01 or 6.03.                

   (c) In order to comply with the laws, rules and regulations
applicable to banking institutions, including those relating to the funding of  
terrorist activities and money laundering, the Trustee is required to obtain,   
verify and record certain information relating to individuals and entities which
maintain a business relationship with the Trustee. Accordingly, each of the     
parties agrees to provide to the Trustee upon its request from time to time such
party's complete name, address, tax identification number and such other        
identifying information, together with copies of such party's constituting      
documentation, securities disclosure documentation and such other identifying   
documentation as may be available for such party.                               

         Section 3.02 Investment of Funds in the Distribution Account. (a)
The Trustee may (but shall not be obligated to) invest funds in the Distribution
Account during the Trustee Float Period (for purposes of this Section 3.02, such
Account is referred to as an "Investment Account"), in one or more Permitted    
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, or maturing on such Distribution Date, in the case of an investment  
that is an obligation of the Trustee in its commercial capacity, no later than  
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement. On or after the   
Remittance Date and prior to the Trustee Float Period, the Depositor may direct 
the Trustee in writing to invest funds in the Distribution Account in such      
Permitted Investments. All such Permitted Investments shall be held to maturity,
unless payable on demand. Any investment of funds in an Investment Account shall
be made in the name of the Trustee. The Trustee shall be entitled to sole       
possession over each such investment, and any certificate or other instrument   
evidencing any such investment shall be delivered directly to the Trustee or its
agent, together with any document of transfer necessary to transfer title to    
such investment to the Trustee.                                                 

     (b) All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee during the Trustee    
Float Period shall be subject to the Trustee's withdrawal in the manner set     
forth in Section 8.06. All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee during any period     
other than the Trustee Float Period shall be held for the benefit of the        
Depositor, as compensation for the duties to be preformed by it to the extent   
provided under this Agreement, and the Trustee shall distribute such funds to   
the Depositor on the related Distribution Date.                                 

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted       
Investment, the Trustee shall take such action as may be appropriate to enforce 
such payment or performance, including the institution and prosecution of       
appropriate proceedings. Notwithstanding the foregoing, the Depositor shall be  
liable to the Trust for any loss on any investment of funds in the Distribution 
Account other than during the Trustee Float Period and the Trustee shall be     
liable to the Trust for any such loss only during the Trustee Float Period, and 
the Depositor or the Trustee, as the case may be, shall deposit funds in the    
amount of such loss in the Distribution Account promptly after such loss is     
incurred.                                                                       

  (d) The Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic    
self-interest for (i) serving as investment adviser, administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to certain of the      
Permitted Investments, (ii) using Affiliates to effect transactions in certain  
Permitted Investments and (iii) effecting transactions in certain Permitted     
Investments. Such compensation is not payable or reimbursable under Section 8.06
of this Agreement.                                                              

ARTICLE IV

 DISTRIBUTIONS

         Section 4.01 Priorities of Distribution. (a) On each Distribution
Date, the Trustee shall allocate from amounts then on deposit in the            
Distribution Account in the following order of priority and to the extent of the
Available Funds remaining and, on such Distribution Date, shall make            
distributions on the Certificates in accordance with such allocation:           

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) sequentially:                       

                        (x) concurrently to the Class R, Class RC and Class RX
                Certificates, allocated pro rata, until their respective
                 Class Certificate Balances have been reduced to zero; and

                         (y) to the Class A Certificates, allocated as described
                    in Section 4.01(c), until their respective Class Certificate
Balances are reduced to zero;           

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

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

                   (a) the lesser of (x) the Principal Distribution Amount and
          (y) the Class A Principal Distribution Amount to the Class A
            Certificates, allocated as described in Section 4.01(c), until
              their respective Class Certificate Balances are reduced to zero;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    (M) from funds on deposit in the Excess Reserve Fund Account
            with respect to such Distribution Date, an amount equal to any
       Basis Risk Carry Forward Amount with respect to the LIBOR
            Certificates for such Distribution Date to such Classes in the
              same order and priority as set forth in Section 4.01(a)(i), with
             the allocation to the Class A Certificates being pro rata based
   on their respective Basis Risk Carry Forward Amounts;

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

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

                  (P) to the Class RC Certificates, any remaining amount, in
respect of Pooling-Tier REMIC-1;                  

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

                  (R) to the Class RX Certificates, any remaining amount, in
respect of the Class X REMIC.                     

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

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

(c) All principal distributions allocated to the Class A
Certificates on any Distribution Date shall be allocated among the Class A-1    
Certificate Group and the Class A-2 Certificate Group based on the Class A      
Principal Allocation Percentage for the Class A-1 Certificate Group and the     
Class A-2 Certificate Group, as applicable. However, if the Class Certificate   
Balances of the Class A Certificates in any Class A Certificate Group is reduced
to zero, then the remaining amount of principal distributions distributable to  
the Class A Certificates in that Class A Certificate Group on that Distribution 
Date, and the amount of principal distributions distributable on all subsequent 
Distribution Dates, shall be distributed to the Class A Certificates of the     
other Class A Certificate Group remaining Outstanding, in accordance with the   
principal distribution allocations set forth in this Section 4.01(c), until     
their respective Class Certificate Balances have been reduced to zero. Any      
distributions of principal to the Class A-1 Certificate Group shall be made     
first from Available Funds relating to the Group I Mortgage Loans. Any          
distributions of principal to the Class A-2 Certificate Group shall be made     
first from Available Funds relating to the Group II Mortgage Loans.             

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

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

            (d) On any Distribution Date, any Relief Act Interest Shortfalls and
Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated
by the Trustee as a reduction in the following order:                           

            (i) First, as a reduction of the Class X Distributable Amount, first
    as to the interest portion thereof, and then as to the principal portion
thereof; and;                                                       

        (ii) Second, pro rata, as a reduction of the Accrued Certificate
Interest Distribution Amount for the Class A, Class M and Class B   
    Certificates based on the amount of interest to which such Classes would
otherwise be entitled.                                              

            Section 4.02 Monthly Statements to Certificateholders. (a) Not later
than each Distribution Date, the Trustee shall make available to each           
Certificateholder, the applicable Servicer, the Depositor and each Rating Agency
a statement, based substantially on information provided by the applicable      
Servicer, setting forth with respect to the related distribution:               

  (i) the actual Distribution Date, the related Record Date, the
  Interest Accrual Period(s) for each Class for such Distribution Date and
the LIBOR Determination Date for such Interest Accrual Period;        

(ii) the amount of Available Funds;                         

   (iii) the amount of Available Funds allocable to principal, the
     Principal Remittance Amount (separately identifying the components thereof)
and the Principal Distribution Amount (separately identifying the     
components thereof);                                                  

     (iv) the amount of Available Funds allocable to interest and each
Interest Remittance Amount;                                           

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

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

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

         (viii) the Pool Stated Principal Balance for the related Distribution
Date;                                                                 

       (ix) the amount of Expense Fees paid to or retained by the Servicer
  and the Trustee (stated separately and in the aggregate) with respect to
such Distribution Date;                                               

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

    (xi) the amount of Advances included in the distribution on such
  Distribution Date reported by the Servicer (and the Trustee as successor
   servicer and any other successor servicer, if applicable) as of the close
of business on the Determination Date immediately preceding such      
Distribution Date;                                                    

    (xii) the number and aggregate outstanding principal balances of
     Mortgage Loans (1) as to which the Scheduled Payment is delinquent 31 to 60
    days, 61 to 90 days, 91 to 120 days, 121 to 150 days, 151 to 180 days, 181
to 210 days, 211 to 240 days and 240+ days, (2) that have become REO  
  Property, (3) that are in foreclosure and (4) that are in bankruptcy, in
  each case as of the close of business on the last day of the related Due
Period;                                                               

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

           (xiv) with respect to any Mortgage Loans that became REO Properties
      during the preceding calendar month, the aggregate number of such Mortgage
  Loans and the aggregate outstanding principal balance of such Mortgage
Loans as of the close of business on the last day of the related Due
      Period; (xv) the total number and outstanding principal balance of any REO
      Properties (and market value, if available) as of the close of business on
the last Business Day of the related Due Period;                    

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

          (xvii) the amount on deposit in the Excess Reserve Fund Account (after
giving effect to distributions on such Distribution Date);            

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

(xix) the amount of any Net Monthly Excess Cash Flow on such
   Distribution Date and the allocation of it to the Certificateholders with
     respect to Unpaid Interest Amounts, Applied Realized Loss Amounts and Basis
Risk Carry Forward Amounts;                                           

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

         (xxi) the LIBOR and Swap LIBOR rates (and the calculation thereof, if
applicable);                                                          

         (xxii) the Overcollateralized Amount and Specified Overcollateralized
Amount;                                                               

         (xxiii) Prepayment Charges collected or paid (pursuant to Section
3.07(a) by the Servicer;                                            

         (xxiv) the Cumulative Loss Percentage and the aggregate amount of
Realized Losses used to calculate the Cumulative Loss Percentage;   

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

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

        (xxvii) the number of Mortgage Loans at the beginning and end of the
  applicable reporting period, the pool factor (being the Stated Principal
    Balance of the Mortgage Loans for the related Distribution Date divided by
the Cut-off Date Principal Balance), and the weighted average interest
rate, and weighted average remaining term.                            

     In addition, each Form 10-D prepared and filed by the Trustee
pursuant to Section 8.13 shall include the following information with respect to
the related distribution:                                                       

  (i) material breaches of Mortgage Loan representations and
warranties of which the Trustee has actual knowledge or has received
written notice; and                                                 

       (ii) material breaches of any covenants under this Agreement of
  which the Trustee has actual knowledge or has received written notice;

      provided, that, if the Trustee receives written notice of events described
in (i) and/or (ii) above from the Servicer, the Servicer shall be   
     responsible for providing information to the Trustee for inclusion in the
applicable Form 10-D.                                               

          (b) The Trustee's responsibility for providing the above statement
to the Certificateholders, each Rating Agency, the Servicer and the Depositor is
limited, if applicable, to the availability, timeliness and accuracy of the     
information derived from the Servicer. The Trustee shall make available the     
above statement via the Trustee's internet website. The Trustee's website will  
initially be located at https://www.tss.db.com/invr and assistance in using the 
website can be obtained by calling the Trustee's investor relations desk at     
1-800-735-7777. A paper copy of the above statement will also be made available 
upon request.                                                                   

           The Trustee shall make available to each Analytics Company, via the
Trustee's internet website (or electronically upon request), each statement to  
Certificateholders prepared pursuant to this Section 4.02(b). The Trustee, and  
each Servicer under the applicable Servicing Agreement, shall cooperate in good 
faith with the Depositor to reconcile any discrepancies in such statements, and 
the Trustee shall post such corrected statements on its internet website (or    
electronically upon request to each Analytics Company) as soon as reasonably    
practicable after the related Distribution Date.                                

          (c) Upon request, within a reasonable period of time after the end
of each calendar year, the Trustee shall cause to be furnished to each Person   
who at any time during the calendar year was a Certificateholder, a statement   
containing the information set forth in clauses (a)(i), and (a)(ii) of this     
Section 4.02 aggregated for such calendar year or applicable portion thereof    
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially         
comparable information shall be provided by the Trustee pursuant to any         
requirements of the Code as from time to time in effect.                        

           (d) Pursuant to Section 3.02 of the Fremont Servicing Agreement and
Section 5.2 of the Wells Fargo Warranties and Servicing Agreement, each of the  
Servicers has agreed to provide monthly information reports to the Trustee. The 
Servicers will deliver to the Trustee, on a monthly basis, no later than each   
Determination Date a monthly remittance advice statement containing the         
information necessary for the Trustee to calculate and provide the reports      
required by Section 4.02(a) as to the accompanying remittance and the period    
ending on the close of business on the last Business Day of the immediately     
preceding month (or the last day of the Due Period, as applicable) (the         
"Servicer Remittance Report"). On an on-going basis, the Trustee may reasonably 
request each Servicer to provide additional information to be included in       
subsequent Servicer Remittance Reports.                                         

          On the Closing Date, the Depositor shall require each Servicer, in
accordance with the applicable Servicing Agreement, to furnish to the Trustee an
individual loan accounting report, as of the last day of the Due Period of each 
month, to document Mortgage Loan payment activity on an individual Mortgage Loan
basis. With respect to each month, the Servicer will furnish the corresponding  
individual loan accounting report (in electronic format) to be received by the  
Trustee no later than the Determination Date, which report shall contain the    
following:                                                                      

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

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

          (iii) the amount of Servicing Fees paid to or retained by the Servicer
with respect to such Distribution Date;                               

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

       (v) the aggregate of any expenses reimbursed to the Servicer during
the prior distribution period pursuant to the applicable Servicing    
Agreement;                                                            

   (vi) the number and aggregate outstanding principal balances of
  Mortgage Loans (a) delinquent 31 to 60 days, 61 to 90 days, or 91 to 120
  days, 121 to 150 days, 151 to 180 days, 181 to 210 days, 211 days to 240
   days and 240+ days; (b) as to which foreclosure or bankruptcy proceedings
   of the related mortgagor have commenced; and (c) as to which REO Property
has been acquired;                                                    

        (vii) the aggregate amount of Applied Realized Loss Amounts incurred
during the preceding calendar month;                                  

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

    (ix) any other information reasonably required by the Trustee to
     enable it to prepare the monthly statements referred to in Section 4.02(a).

            Section 4.03 Certain Matters Relating to the Determination of LIBOR.
LIBOR shall be calculated by the Trustee in accordance with the definition of   
"LIBOR." Until all of the LIBOR Certificates are paid in full, the Trustee shall
at all times retain at least four Reference Banks for the purpose of determining
LIBOR with respect to each LIBOR Determination Date. The Trustee initially shall
designate the Reference Banks (after consultation with the Depositor). Each     
"Reference Bank" shall be a leading bank engaged in transactions in Eurodollar  
deposits in the international Eurocurrency market, shall not control, be        
controlled by, or be under common control with, the Trustee and shall have an   
established place of business in London. If any such Reference Bank should be   
unwilling or unable to act as such or if the Trustee should terminate its       
appointment as Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank (after consultation with the Depositor). The   
Trustee shall have no liability or responsibility to any Person for (i) the     
selection of any Reference Bank for purposes of determining LIBOR or (ii) any   
inability to retain at least four Reference Banks which is caused by            
circumstances beyond its reasonable control.                                    

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

     Section 4.04 Allocation of Applied Realized Loss Amounts. Any
Applied Realized Loss Amounts shall be allocated by the Trustee to the most     
junior Class of Subordinated Certificates then Outstanding in reduction of the  
Class Certificate Balance thereof. In the event Applied Realized Loss Amounts   
are allocated to any Class of LIBOR Certificates, their Class Certificate       
Balances shall be reduced by the amount so allocated, and no funds will be      
distributable with respect to the written down amounts (including without       
limitation Basis Risk Carry Forward Amounts) or with respect to interest on the 
written down amounts on that Distribution Date or any future Distribution Dates,
even if funds are otherwise available for distribution. Notwithstanding the     
foregoing, the Class Certificate Balance of each Class of Subordinated          
Certificates that has been previously reduced by Applied Realized Loss Amounts  
will be increased, in order of seniority, by the amount of the Subsequent       
Recoveries (but not in excess of the Applied Realized Loss Amount allocated to  
the applicable Class of Subordinated Certificates).                             

          Section 4.05 Supplemental Interest Trust. On the Closing Date, the
Trustee shall establish and maintain in its name, a separate non-interest       
bearing trust account for the benefit of the holders of the LIBOR Certificates  
(the "Supplemental Interest Trust") as a part of the Trust Fund. The            
Supplemental Interest Trust shall be an Eligible Account, and funds on deposit  
therein shall be held separate and apart from, and shall not be commingled with,
any other moneys, including, without limitation, other moneys of the Trustee    
held pursuant to this Agreement.                                                

     On any Distribution Date, Swap Termination Payments, Net Swap
Payments owed to the Swap Provider and Net Swap Receipts for that Distribution  
Date will be deposited into the Supplemental Interest Trust. Funds in the       
Supplemental Interest Trust will be distributed in the following order of       
priority (without duplication of amounts distributable under Section 4.01(a)(i),
(ii) or (iii)):                                                                 

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

    (ii) to the LIBOR Certificateholders, to pay Accrued Certificate
    Interest Distribution Amounts (including for this purpose Upper-Tier Carry
   Forward Amounts not included in Basis Risk Carry Forward Amounts) and, if
    applicable, any Unpaid Interest Amounts as described in Section 4.01(a)(i)
    and Section 4.01(a)(iii), to the extent unpaid from other Available Funds;

        (iii) to the LIBOR Certificateholders, to pay principal as described
 in Section 4.01(a)(ii), but only to the extent necessary to restore the
   Overcollateralized Amount to the Specified Overcollateralized Amount as a
  result of current or previous Realized Losses not previously reimbursed,
after giving effect to payments and distributions from other Available
Funds;                                                                

         (iv) to the LIBOR Certificateholders, to pay Basis Risk Carry Forward
 Amounts as described in Section 4.01(a)(iii), to the extent unpaid from
other Available Funds (including Basis Risk Payments on deposit in the
Excess Reserve Fund Account);                                         

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

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

   Upon termination of the Trust, any amounts remaining in the
Supplemental Interest Trust shall be distributed pursuant to the priorities set 
forth in this Section 4.05.                                                     

           The Trustee shall account for the Supplemental Interest Trust as an
asset of a grantor trust under subpart E, Part I of subchapter J of the Code and
not as an asset of any Trust REMIC created pursuant to this Agreement. The      
beneficial owners of the Supplemental Interest Trust are the Class X            
Certificateholders. For federal income tax purposes, Net Swap Payments and Swap 
Termination Payments payable to the Swap Provider shall be deemed to be paid to 
the Supplemental Interest Trust first, from the Class X REMIC, by the Holder of 
the Class X Certificates (in respect of the Class IO Interest and, if           
applicable, Class X Interest) and second, other than any Defaulted Swap         
Termination Payment, from the Upper-Tier REMIC by the Holders of the applicable 
Class or Classes of LIBOR Certificates (in respect of Class IO Shortfalls) as   
and to the extent provided in Section 8.14.                                     

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

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

          With respect to the failure of the Swap Provider to perform any of
its obligations under the Interest Rate Swap Agreement, the breach by the Swap  
Provider of any of its representations and warranties made pursuant to the      
Interest Rate Swap Agreement, or the termination of the Interest Rate Swap      
Agreement, the Trustee shall send any notices and make any demands, on behalf of
the Trust, as are required under the Interest Rate Swap Agreement. The Trustee  
shall cause any replacement swap provider to provide a copy of the related      
replacement interest rate swap agreement to the Trustee and the Depositor.      

ARTICLE V 

THE CERTIFICATES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      Section 5.06 Maintenance of Office or Agency. The Trustee will maintain or
cause to be maintained at its expense an office or offices or agency or agencies
in the United States where Certificates may be surrendered for registration of  
transfer or exchange. The Trustee initially designates the offices of its agent 
located at DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 
37211-3658, Attention: Transfer Unit, for purposes of Certificate transfers, and
DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658,
Attention: Securities Payment Unit, for purposes of the surrender of            
Certificates for the final distribution. The Trustee shall give prompt written  
notice to the Certificateholders of any change in such location of any such     
office or agency.                                                               

ARTICLE VI

 THE DEPOSITOR

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

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

(b) Any Person into which the Depositor may be merged or
consolidated, or any Person resulting from any merger or consolidation to which 
the Depositor shall be a party, or any Person succeeding to the business of the 
Depositor, shall be the successor of the Depositor, as the case may be,         
hereunder, without the execution or filing of any paper or any further act on   
the part of any of the parties hereto, anything herein to the contrary          
notwithstanding.                                                                

         Section 6.03 Limitation on Liability of the Depositor and Others.
Neither the Depositor nor any of its directors, officers, employees or agents   
shall be under any liability to the Certificateholders for any action taken or  
for refraining from the taking of any action in good faith pursuant to this     
Agreement, or for errors in judgment; provided, however, that this provision    
shall not protect the Depositor or any such Person against any breach of        
representations or warranties made by it herein or protect the Depositor or any 
such Person from any liability which would otherwise be imposed by reasons of   
willful misfeasance, bad faith or negligence (or gross negligence in the case of
the Depositor) in the performance of duties or by reason of reckless disregard  
of obligations and duties hereunder. The Depositor, the Sponsor and any         
director, officer, employee, Affiliate or agent of the Depositor and the Sponsor
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder. The       
Depositor and the Sponsor and any director, officer, employee, Affiliate or     
agent of the Depositor and the Sponsor shall be indemnified by the Trust Fund   
and held harmless against any loss, liability or expense incurred in connection 
with any audit, controversy or judicial proceeding relating to a governmental   
taxing authority or any legal action relating to this Agreement or the          
Certificates or any other unanticipated or extraordinary expense, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith 
or negligence (or gross negligence in the case of the Depositor) in the         
performance of duties hereunder or by reason of reckless disregard of           
obligations and duties hereunder. The Depositor shall not be under any          
obligation to appear in, prosecute or defend any legal action that is not       
incidental to its respective duties hereunder and which in its opinion may      
involve it in any expense or liability; provided, however, that the Depositor   
may in its discretion undertake any such action (or direct the Trustee to       
undertake such actions pursuant to Section 2.06 for the benefit of the          
Certificateholders) that it may deem necessary or desirable in respect of this  
Agreement and the rights and duties of the parties hereto and interests of the  
Trustee and the Certificateholders hereunder. In such event, the legal expenses 
and costs of such action and any liability resulting therefrom shall be         
expenses, costs and liabilities of the Trust Fund and the Depositor shall be    
entitled to be reimbursed therefor out of the Distribution Account.             

            Section 6.04 Servicing Compliance Review. Promptly upon receipt from
each Servicer of its annual statement of compliance and accountant's report     
described in the applicable Servicing Agreement, the Trustee shall furnish a    
copy thereof to the Depositor as part of the Form 10-K filing package provided  
to the Depositor pursuant to Section 8.13(c) for review and verification.       
Promptly after the Depositor's receipt thereof, the Depositor shall review the  
same and, if applicable, consult with such Servicer as to the nature of any     
defaults by such Servicer in the fulfillment of any of its Servicer's           
obligations under the applicable Servicing Agreement.                           

        Section 6.05 Optional Purchase of Delinquent Mortgage Loans. The
Depositor (or its assignee), in its sole discretion, shall have the option, but 
shall not be obligated, to purchase any 90+ Day Delinquent Mortgage Loans from  
the Trust Fund. The purchase price for any such Mortgage Loan shall be 100% of  
the unpaid principal balance of such Mortgage Loan plus accrued and unpaid      
interest on the related Mortgage Loan at the applicable Mortgage Interest Rate, 
plus the amount of any unreimbursed Servicing Advances made by the Servicer.    

ARTICLE VII 

SERVICER DEFAULT

           Section 7.01 Events of Default. If an Event of Default described in
any Servicing Agreement shall occur with respect to the related Servicer then,  
and in each and every such case, so long as such Event of Default shall not have
been remedied, the Trustee may, or at the direction of Certificateholders       
entitled to a majority of the Voting Rights, the Trustee shall, by notice in    
writing to the applicable Servicer (with a copy to each Rating Agency),         
terminate all of the rights and obligations of such Servicer under the          
applicable Servicing Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. The Holders of 
Certificates evidencing Percentage Interests aggregating not less than 66(2)/3% 
of each Class of Certificates affected by an Event of Default may waive such    
Event of Default; provided, however, that (a) an Event of Default with respect  
to any Servicer's obligation to make Monthly Advances may be waived only by all 
of the holders of the Certificates affected by such Event of Default and (b) no 
such waiver is permitted that would materially adversely affect any non         
consenting Certificateholder. On and after the receipt by the applicable        
Servicer of such written notice, all authority and power of such Servicer,      
whether with respect to the Mortgage Loans or otherwise, shall pass to and be   
vested in the Trustee. The Trustee is hereby authorized and empowered to execute
and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise, any  
and all documents and other instruments, and to do or accomplish all other acts 
or things necessary or appropriate to effect the purposes of such notice of     
termination, whether to complete the transfer and endorsement or assignment of  
the Mortgage Loans and related documents, or otherwise.                         

         Section 7.02 Trustee to Act; Appointment of Successor. On the day
and after the time the Trustee gives, and the applicable Servicer receives, a   
notice of termination pursuant to Section 7.01, the Trustee shall, subject to   
and to the extent provided in Section 7.03, and subject to the rights of the    
Depositor to appoint a successor Servicer pursuant to this Section 7.02, become 
the successor to the Servicer in its capacity as servicer under the applicable  
Servicing Agreement and the transactions set forth or provided for herein and in
such Servicing Agreement and shall be subject to all the responsibilities,      
duties and liabilities relating thereto placed on the Servicer by the terms and 
provisions of such Servicing Agreement and applicable law including the         
obligation to make Monthly Advances or Servicing Advances pursuant to such      
Servicing Agreement (it being understood and agreed that if any Servicer fails  
to make an Advance, the Trustee shall do so as successor servicer unless a      
determination has been made that such Advance would constitute a Nonrecoverable 
Monthly Advance or a Nonrecoverable Servicing Advance). As compensation         
therefor, the Trustee shall be entitled to all funds relating to the Mortgage   
Loans that the Servicer would have been entitled to charge to the Collection    
Account if the Servicer had continued to act under the Servicing Agreement      
including, if the Servicer was receiving the Servicing Fee at the Servicing Fee 
Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan    
Schedule with respect to the related Mortgage Loans,) such Servicing Fee and the
income on investments or gain related to the Collection Account.                

    Notwithstanding the foregoing, if the Trustee has become the
successor to the Servicer in accordance with this Section 7.02, the Trustee may,
if it shall be unwilling to so act, or shall, if it is prohibited by applicable 
law from making Monthly Advances and Servicing Advances pursuant to the         
applicable Servicing Agreement, or if it is otherwise unable to so act, or, at  
the written request of Certificateholders entitled to a majority of the Voting  
Rights, appoint, or petition a court of competent jurisdiction to appoint, any  
established mortgage loan servicing institution the appointment of which does   
not adversely affect the then current rating of the Certificates by each Rating 
Agency, as the successor to such Servicer under the applicable Servicing        
Agreement in the assumption of all or any part of the responsibilities, duties  
or liabilities of such Servicer. No such appointment of a successor to a        
Servicer hereunder shall be effective until the Depositor shall have consented  
thereto. Any successor to such Servicer shall be an institution which is a      
Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, which has
a net worth of at least $30,000,000, which is willing to service the Mortgage   
Loans and which executes and delivers to the Depositor and the Trustee an       
agreement accepting such delegation and assignment, containing an assumption by 
such Person of the rights, powers, duties, responsibilities, obligations and    
liabilities of such terminated Servicer (other than liabilities of such         
terminated Servicer incurred prior to termination of such Servicer under Section
7.01), with like effect as if originally named as a party to this Agreement;    
provided that each Rating Agency acknowledges that its rating of the            
Certificates in effect immediately prior to such assignment and delegation will 
not be qualified or reduced as a result of such assignment and delegation.      
Pending appointment of a successor to a Servicer hereunder, the Trustee, unless 
the Trustee is prohibited by law from so acting, shall, act in such capacity as 
hereinabove provided. In connection with such appointment and assumption, the   
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it, the Depositor and such successor shall agree; 
provided, however, that no such compensation shall be in excess of the Servicing
Fee and amounts paid to the predecessor Servicer from investments. The Trustee  
and such successor shall take such action, consistent with this Agreement, as   
shall be necessary to effectuate any such succession. Neither the Trustee nor   
any other successor Servicer shall be deemed to be in default hereunder by      
reason of any failure to make, or any delay in making, any distribution         
hereunder or any portion thereof or any failure to perform, or any delay in     
performing, any duties or responsibilities hereunder, in either case caused by  
the failure of the predecessor Servicer to deliver or provide, or any delay in  
delivering or providing, any cash, information, documents or records to it.     

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

  Notwithstanding anything to the contrary contained in this
Agreement, the Depositor shall have the right to appoint a successor to a       
Servicer upon termination of the servicing pursuant to Section 7.01. Any such   
successor Servicer shall be required to satisfy the requirements of a successor 
Servicer under this Section 7.02.                                               

      Notwithstanding the foregoing, the Trustee may not terminate a
Servicer without cause.                                                         

    Section 7.03 Trustee to Act as Servicer. In the event that a
Servicer shall for any other reason no longer be the Servicer, the Trustee or   
another successor Servicer, shall thereupon assume all of the rights and        
obligations of the predecessor Servicer hereunder arising thereafter (except    
that the Trustee shall not be (i) liable for investment losses of the           
predecessor Servicer pursuant to the applicable Servicing Agreement or any acts 
or omissions of the predecessor Servicer thereunder, or (ii) responsible for    
expenses of the predecessor Servicer pursuant to the applicable Servicing       
Agreement).                                                                     

     Section 7.04 Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to a Servicer, the Trustee shall   
give prompt written notice thereof to Certificateholders and to each Rating     
Agency.                                                                         

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

ARTICLE VIII

CONCERNING THE TRUSTEE

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

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

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

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

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

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

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

            The Trustee shall be permitted to utilize one or more Subcontractors
for the performance of certain of its obligations under this Agreement, provided
that the Trustee complies with the applicable Servicing Agreement as if the     
Trustee were a "Servicer" pursuant to such Servicing Agreement. The Trustee     
shall indemnify the Depositor, the Sponsor and any director, officer, employee  
or agent of the Depositor or the Sponsor and hold them harmless against any and 
all claims, losses, damages, penalties, fines, forfeitures, reasonable and      
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain in any way related to the failure of the  
Trustee to perform any of its obligations under Section 6.5 of the Wells        
Warranties and Servicing Agreement, Section 4.04 of the Fremont Servicing       
Agreement and Section 8.16 of this Agreement or any failure by the Trustee to   
identify pursuant to Section 4.28(b) of the Wells Fargo Warranties and Servicing
Agreement or Section 12.06(b) of the Fremont Servicing Agreement any            
Subcontractor that it has engaged, as a Servicing Function Participant. This    
indemnity shall survive the termination of this Agreement or the earlier        
resignation or removal of the Trustee.                                          

           Section 8.02 Administration of the Servicers. The Trustee shall (i)
enforce the obligations of the Servicers to service the Mortgage Loans as set   
forth in Section 7.01 and (ii) as successor Servicer under Section 7.02, make or
cause to be made Servicing Advances or Monthly Advances in accordance with the  
Servicing Agreements in the event a Servicer fails to do so. Notwithstanding the
foregoing, the Trustee, as successor Servicer or otherwise shall not be required
to make any Nonrecoverable Servicing Advance or Nonrecoverable Monthly Advance. 
The Trustee shall furnish to the Servicers any powers of attorney in standard   
form used by the Trustee or other such documentation (as may be provided from   
time to time and in form of Exhibit Y hereto), necessary and appropriate to     
enable the Servicers to service and administer the related Mortgage Loans and   
REO Property. The Trustee shall not be liable for the actions of the applicable 
Servicer under such powers of attorney.                                         

          The Trustee shall provide access to the Mortgage Loan documents in
possession of the Trustee regarding the related Mortgage Loans and REO Property 
and the servicing thereof to the Certificateholders, the FDIC, and the          
supervisory agents and examiners of the FDIC, such access being afforded only   
upon reasonable prior written request and during normal business hours at the   
office of the Trustee; provided, however, that, unless otherwise required by law
or any regulatory or administrative agency, the Trustee shall not be required to
provide access to such records and documents if the provisions thereof would    
violate the legal right to privacy of any Mortgagor. The Trustee shall allow    
representatives of the above entities to photocopy any of the records and       
documentation and shall provide equipment for that purpose at the expense of the
Trust that covers the Trustee's actual costs.                                   

        Upon receipt of a Request for Release by a Servicer, the Trustee
shall release within five Business Days the related Mortgage File to such       
Servicer and execute and deliver to such Servicer, without recourse, a request  
for reconveyance, deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage (furnished by such Servicer),
together with the Mortgage Note.                                                

         The Trustee shall execute and deliver to the applicable Servicer,
upon its request, any court pleadings, requests for trustee's sale or other     
documents necessary or desirable to (i) the foreclosure or trustee's sale with  
respect to a Mortgaged Property; (ii) any legal action brought to obtain        
judgment against any Mortgagor on the Mortgage Note or Mortgage; (iii) obtain a 
deficiency judgment against the Mortgagor; or (iv) enforce any other rights or  
remedies provided by the Mortgage Note or Mortgage or otherwise available at law
or equity.                                                                      

     Section 8.03 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 8.01:                                             

           (a) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, officer's certificate,    
certificate of auditors or any other certificate, statement, instrument,        
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties and the Trustee shall have no responsibility to     
ascertain or confirm the genuineness of any signature of any such party or      
parties;                                                                        

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

          (c) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, nor shall   
the Trustee be liable for acts or omissions of the other parties to this        
Agreement or any ancillary agreement thereto, the Responsible Party, the Sponsor
or the Swap Provider or any of their respective Affiliates;                     

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

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

       (f) the Trustee shall not be required to risk or expend its own
funds or otherwise incur any financial liability in the performance of any of   
its duties or in the exercise of any of its rights or powers hereunder if it    
shall have reasonable grounds for believing that repayment of such funds or     
adequate indemnity against such risk or liability is not assured to it;         

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

            (h) the Trustee shall not be deemed to have knowledge of an Event of
Default, until a Responsible Officer of the Trustee shall have received written 
notice thereof except for failure by any Servicer to remit funds on the         
Remittance Date to the Trustee or to make Monthly Advances; and                 

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

           Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall be taken as the     
statements of the Depositor and the Trustee assumes no responsibility for their 
correctness. The Trustee makes no representations as to the validity or         
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or 
related document other than with respect to the Trustee's execution and         
authentication of the Certificates. The Trustee shall not be accountable for the
use or application by the Depositor or any Servicer of any funds paid to the    
Depositor or any Servicer in respect of the Mortgage Loans or deposited in or   
withdrawn from the Collection Account or the Distribution Account by the        
Depositor or any Servicer.                                                      

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

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

     Section 8.05 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not the Trustee.               

         Section 8.06 Trustee's Fees and Expenses. As compensation for its
activities under this Agreement, the Trustee may withdraw from the Distribution 
Account on each Distribution Date the Trustee Fee for the Distribution Date and,
during the Trustee Float Period, any interest or investment income earned on    
funds deposited in the Distribution Account. The Trustee and any director,      
officer, employee, or agent of the Trustee shall be indemnified by the Trust    
Fund and held harmless against any loss, liability, or expense (including       
reasonable attorneys' fees) incurred in connection with any claim or legal      
action relating to:                                                             

(a) this Agreement,                                     

    (b) the Certificates or the Interest Rate Swap Agreement, or

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

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

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

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

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

          Section 8.07 Eligibility Requirements for the Trustee. The Trustee
hereunder shall at all times be a corporation or association organized and doing
business under the laws of a state or the United States of America, authorized  
under such laws to exercise corporate trust powers, having a combined capital   
and surplus of at least $50,000,000, subject to supervision or examination by   
federal or state authority and with a credit rating which would not cause any of
the Rating Agencies to reduce their respective then current ratings of the      
Certificates (or having provided such security from time to time as is          
sufficient to avoid such reduction) as evidenced in writing by each Rating      
Agency. If such corporation or association publishes reports of condition at    
least annually, pursuant to law or to the requirements of the aforesaid         
supervising or examining authority, then for the purposes of this Section 8.07  
the combined capital and surplus of such corporation or association shall be    
deemed to be its combined capital and surplus as set forth in its most recent   
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with this Section 8.07, the Trustee shall resign      
immediately in the manner and with the effect specified in Section 8.08. The    
entity serving as Trustee may have normal banking and trust relationships with  
the Depositor and its Affiliates or with the Servicer and its Affiliates;       
provided, however, that such entity cannot be an Affiliate of the Depositor or  
of any Servicer other than the Trustee in its role as successor to any Servicer.

            Section 8.08 Resignation and Removal of the Trustee. The Trustee may
at any time resign and be discharged from the trusts hereby created by giving   
written notice of resignation to the Depositor, the applicable Servicer and each
Rating Agency not less than 60 days before the date specified in such notice,   
when, subject to Section 8.09, such resignation is to take effect, and          
acceptance by a successor trustee in accordance with Section 8.09 meeting the   
qualifications set forth in Section 8.07. If no successor trustee meeting such  
qualifications shall have been so appointed and have accepted appointment within
30 days after the giving of such notice or resignation, the resigning Trustee   
may petition any court of competent jurisdiction for the appointment of a       
successor trustee.                                                              

           If at any time the Trustee shall cease to be eligible in accordance
with Section 8.07 and shall fail to resign after written request thereto by the 
Depositor, or if at any time the Trustee shall become incapable of acting, or   
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of  
its property shall be appointed, or any public officer shall take charge or     
control of the Trustee or of its property or affairs for the purpose of         
rehabilitation, conservation or liquidation, or a tax is imposed with respect to
the Trust Fund by any state in which the Trustee or the Trust Fund is located   
and the imposition of such tax would be avoided by the appointment of a         
different trustee, then the Depositor may remove the Trustee and appoint a      
successor trustee by written instrument, in triplicate, one copy of which shall 
be delivered to the Trustee, one copy to the applicable Servicer and one copy to
the successor trustee.                                                          

        The Holders of Certificates entitled to a majority of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by    
written instrument or instruments, signed by such Holders or their              
attorneys-in-fact duly authorized, one complete set of which shall be delivered 
by the successor Trustee to the Servicers, one complete set to the Trustee so   
removed and one complete set to the successor so appointed. The successor       
trustee shall notify each Rating Agency of any removal of the Trustee.          

      Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 8.08 shall become effective upon     
acceptance of appointment by the successor trustee as provided in Section 8.09. 

          Section 8.09 Successor Trustee. Any successor trustee appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee and the Servicer an instrument accepting such    
appointment hereunder and thereupon the resignation or removal of the           
predecessor trustee shall become effective and such successor trustee, without  
any further act, deed or conveyance, shall become fully vested with all the     
rights, powers, duties and obligations of its predecessor hereunder, with the   
like effect as if originally named as trustee herein. The Depositor, the        
Servicer and the predecessor trustee shall execute and deliver such instruments 
and do such other things as may reasonably be required for more fully and       
certainly vesting and confirming in the successor trustee all such rights,      
powers, duties, and obligations.                                                

         No successor trustee shall accept appointment as provided in this
Section 8.09 unless at the time of its acceptance, the successor trustee is     
eligible under Section 8.07 and its appointment does not adversely affect the   
then current rating of the Certificates.                                        

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.09, the Depositor shall mail notice of the succession of such    
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor     
trustee, the successor trustee shall cause such notice to be mailed at the      
expense of the Depositor.                                                       

            Section 8.10 Merger or Consolidation of the Trustee. Any corporation
into which the Trustee may be merged or converted or with which it may be       
consolidated or any corporation resulting from any merger, conversion or        
consolidation to which the Trustee shall be a party, or any corporation         
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder; provided, that such corporation shall be eligible under Section 8.07 
without the execution or filing of any paper or further act on the part of any  
of the parties hereto, anything herein to the contrary notwithstanding. In      
connection with the succession to the Trustee under this Agreement by any Person
(i) into which the Trustee may be merged or consolidated, or (ii) which may be  
appointed as a successor to the Trustee, the Trustee shall notify the Depositor 
of such succession or appointment and shall furnish to the Depositor in writing 
and in form and substance reasonably satisfactory to the Depositor, all         
information reasonably necessary for the Trustee to accurately and timely       
report, pursuant to Section 8.13(g), the event under Item 6.02 of Form 8-K      
pursuant to the Exchange Act (if such reports under the Exchange Act are        
required to be filed under the Exchange Act).                                   

   Section 8.11 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the    
purpose of meeting any legal requirements of any jurisdiction in which any part 
of the Trust Fund or property securing any Mortgage Note may at the time be     
located, the applicable Servicer and the Trustee acting jointly shall have the  
power and shall execute and deliver all instruments to appoint one or more      
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the 
benefit of the Certificateholders, such title to the Trust Fund or any part     
thereof, whichever is applicable, and, subject to the other provisions of this  
Section 8.11, such powers, duties, obligations, rights and trusts as the        
applicable Servicer and the Trustee may consider appropriate. If the applicable 
Servicer shall not have joined in such appointment within 15 days after the     
receipt by such Servicer of a request to do so, or in the case an Event of      
Default shall have occurred and be continuing, the Trustee alone shall have the 
power to make such appointment. No co-trustee or separate trustee hereunder     
shall be required to meet the terms of eligibility as a successor trustee under 
Section 8.06 and no notice to Certificateholders of the appointment of any      
co-trustee or separate trustee shall be required under Section 8.09.            

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

      (a) To the extent necessary to effectuate the purposes of this
Section 8.11, all rights, powers, duties and obligations conferred or imposed   
upon the Trustee, except for the obligation of the Trustee under this Agreement 
to advance funds on behalf of the Servicer, shall be conferred or imposed upon  
and exercised or performed by the Trustee and such separate trustee or          
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),   
except to the extent that under any law of any jurisdiction in which any        
particular act or acts are to be performed (whether as Trustee hereunder or as  
successor to the Servicer hereunder), the Trustee shall be incompetent or       
unqualified to perform such act or acts, in which event such rights, powers,    
duties and obligations (including the holding of title to the applicable Trust  
Fund or any portion thereof in any such jurisdiction) shall be exercised and    
performed singly by such separate trustee or co-trustee, but solely at the      
direction of the Trustee;                                                       

           (b) No trustee hereunder shall be held personally liable because of
any act or omission of any other trustee hereunder and such appointment shall   
not, and shall not be deemed to, constitute any such separate trustee or        
co-trustee as agent of the Trustee;                                             

           (c) The Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee; and                                         

        (d) The Trust Fund, and not the Trustee, shall be liable for the
payment of reasonable compensation, reimbursement and indemnification to any    
such separate trustee or co-trustee.                                            

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of them. Every instrument appointing any 
separate trustee or co-trustee shall refer to this Agreement and the conditions 
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance 
of the trusts conferred, shall be vested with the estates or property specified 
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,    
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every  
such instrument shall be filed with the Trustee and a copy thereof given to the 
Servicer and the Depositor.                                                     

           Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the    
extent not prohibited by law, to do any lawful act under or in respect of this  
Agreement on its behalf and in its name. If any separate trustee or co-trustee  
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the   
Trustee, to the extent permitted by law, without the appointment of a new or    
successor trustee.                                                              

     Section 8.12 Tax Matters. It is intended that the assets with
respect to which any REMIC election pertaining to the Trust Fund is to be made, 
as set forth in the Preliminary Statement, shall constitute, and that the       
conduct of matters relating to such assets shall be such as to qualify such     
assets as, a "real estate mortgage investment conduit" as defined in and in     
accordance with the REMIC Provisions. In furtherance of such intention, the     
Trustee covenants and agrees that it shall act as agent (and the Trustee is     
hereby appointed to act as agent) on behalf of each Trust REMIC described in the
Preliminary Statement and that in such capacity it shall:                       

            (a) prepare and file in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form   
adopted by the Internal Revenue Service) and prepare and file with the Internal 
Revenue Service and applicable state or local tax authorities income tax or     
information returns for each taxable year with respect to each Trust REMIC      
described in the Preliminary Statement containing such information and at the   
times and in the manner as may be required by the Code or state or local tax    
laws, regulations, or rules, and furnish to Certificateholders the schedules,   
statements or information at such times and in such manner as may be required   
thereby;                                                                        

          (b) within thirty days of the Closing Date, the Trustee will apply
for an employer identification number from the Internal Revenue Service via Form
SS-4 or any other acceptable method for all tax entities and shall also furnish 
to the Internal Revenue Service, on Form 8811 or as otherwise may be required by
the Code, the name, title, address, and telephone number of the person that the 
Holders of the Certificates may contact for tax information relating thereto,   
together with such additional information as may be required by such Form, and  
update such information at the time or times in the manner required by the Code;

            (c) make an election that each of Pooling-Tier REMIC-1, Pooling-Tier
REMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC and the Class X REMIC be    
treated as a REMIC on the federal tax return for its first taxable year (and, if
necessary, under applicable state law);                                         

    (d) prepare and forward to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all          
information returns and reports as and when required to be provided to them in  
accordance with the REMIC Provisions, including the calculation of any original 
issue discount using the prepayment assumption (as described in the Prospectus  
Supplement);                                                                    

            (e) provide information necessary for the computation of tax imposed
on the Transfer of a Residual Certificate to a Person that is not a Permitted   
Transferee (a "Non-Permitted Transferee"), or an agent (including a broker,     
nominee or other middleman) of a Non-Permitted Transferee, or a pass-through    
entity in which a Non-Permitted Transferee is the record holder of an interest  
(the reasonable cost of computing and furnishing such information may be charged
to the Person liable for such tax);                                             

          (f) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are Outstanding so as
to maintain the status of each Trust REMIC as a REMIC under the REMIC           
Provisions;                                                                     

          (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any Trust    
REMIC created hereunder;                                                        

           (h) pay, from the sources specified in the second to last paragraph
of this Section 8.12, the amount of any federal or state tax, including         
prohibited transaction taxes as described below, imposed on each Trust REMIC    
before its termination when and as the same shall be due and payable (but such  
obligation shall not prevent the Trustee or any other appropriate Person from   
contesting any such tax in appropriate proceedings and shall not prevent the    
Trustee from withholding payment of such tax, if permitted by law, pending the  
outcome of such proceedings);                                                   

           (i) cause federal, state or local income tax or information returns
to be signed by the Trustee or such other Person as may be required to sign such
returns by the Code or state or local laws, regulations or rules; and           

            (j) maintain records relating to each of the Trust REMICs, including
the income, expenses, assets, and liabilities thereof on a calendar year basis  
and on the accrual method of accounting and the fair market value and adjusted  
basis of the assets determined at such intervals as may be required by the Code,
as may be necessary to prepare the foregoing returns, schedules, statements or  
information.                                                                    

     The Holder of the largest Percentage Interest of the Class RC
Certificates shall act as Tax Matters Person for Pooling-Tier REMIC-1, the      
holder of the largest Percentage Interest of the Class R Certificates shall act 
as the Tax Matters Person for Pooling-Tier REMIC-2, the Lower-Tier REMIC and the
Upper-Tier REMIC, and the Holder of the largest Percentage Interest of the Class
RX Certificates shall act as Tax Matters Person for the Class X REMIC, in each  
case, within the meaning of Treasury Regulations Section 1.860F-4(d), and the   
Trustee is hereby designated as agent of such Certificateholders for such       
purpose (or if the Trustee is not so permitted, such Holder shall be the Tax    
Matters Person in accordance with the REMIC Provisions). In such capacity, the  
Trustee shall, as and when necessary and appropriate, represent any Trust REMIC 
in any administrative or judicial proceedings relating to an examination or     
audit by any governmental taxing authority, request an administrative adjustment
as to any taxable year of any Trust REMIC, enter into settlement agreements with
any governmental taxing agency, extend any statute of limitations relating to   
any tax item of any Trust REMIC, and otherwise act on behalf of each Trust REMIC
in relation to any tax matter or controversy involving it.                      

            The Trustee shall treat the rights of the Class P Certificateholders
to receive Prepayment Premiums, the rights of the Class X Certificateholders to 
receive amounts from the Excess Reserve Fund Account and the Supplemental       
Interest Trust (subject to the obligation to pay Basis Risk Carry Forward       
Amounts and, without duplication, Upper-Tier Carry Forward Amounts) and the     
rights of the LIBOR Certificateholders to receive Basis Risk Carry Forward      
Amounts and, without duplication, Upper-Tier Carry Forward Amounts as the       
beneficial ownership of interests in a grantor trust and not as obligations of  
any Trust REMIC created hereunder, for federal income tax purposes. The Trustee 
shall file or cause to be filed with the Internal Revenue Service Form 1041 or  
such other form as may be applicable and shall furnish or cause to be furnished,
to the Class P, Class X Certificateholders and the LIBOR Certificateholders, the
respective amounts described above that are received, in the time or times and  
in the manner required by the Code.                                             

         To enable the Trustee to perform its duties under this Agreement,
the Depositor shall provide to the Trustee within ten days after the Closing    
Date all information or data that the Trustee requests in writing and determines
to be relevant for tax purposes to the valuations and offering prices of the    
Certificates, including the price, yield, prepayment assumption, and projected  
cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor  
shall provide information to the Trustee concerning the value, if any, to each  
Class of LIBOR Certificates of the right to receive Basis Risk Carry Forward    
Amounts from the Excess Reserve Fund Account and Basis Risk Carry Forward       
Amounts or Upper-Tier Carry Forward Amounts from the Supplemental Interest      
Trust. Thereafter, the Depositor shall provide to the Trustee promptly upon     
written request therefor any additional information or data that the Trustee    
may, from time to time, reasonably request to enable the Trustee to perform its 
duties under this Agreement; provided, however, that the Depositor shall not be 
required to provide any information regarding the Mortgage Loans after the      
Closing Date or any information that the Servicer is required to provide to the 
Trustee pursuant to this Agreement. The Depositor hereby indemnifies the Trustee
for any losses, liabilities, damages, claims, or expenses of the Trustee arising
from any errors or miscalculations of the Trustee that result from any failure  
of the Depositor to provide, pursuant to this paragraph, accurate information or
data to the Trustee on a timely basis.                                          

            The Trustee shall not (i) cause the creation of any interests in any
Trust REMIC other than the regular and residual interests set forth in the      
Preliminary Statement, (ii) receive any amount representing a fee or other      
compensation for services (except as otherwise permitted by this Agreement) or  
(iii) otherwise knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken) any action    
reasonably within its control and the scope of duties more specifically set     
forth herein, that, under the REMIC Provisions, if taken or not taken, as the   
case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii)
result in the imposition of a tax upon any Trust REMIC or the Trust Fund        
(including but not limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code, or the tax on "net income from foreclosure      
property") unless the Trustee receives an Opinion of Counsel (at the expense of 
the party seeking to take such action or, if such party fails to pay such       
expense, at the expense of the Trust Fund, but in no event at the expense of the
Trustee) to the effect that the contemplated action will not, with respect to   
the Trust Fund, result in the imposition of a tax upon any Trust REMIC created  
hereunder or endanger the status of any Trust REMIC.                            

       If any tax is imposed on "prohibited transactions" of any Trust
REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from     
foreclosure property" of the Pooling-Tier REMIC-1 as defined in Section 860G(c) 
of the Code, on any contribution to any Trust REMIC after the Start-up Day      
pursuant to Section 860G(d) of the Code, or any other tax is imposed, including,
if applicable, any minimum tax imposed on any Trust REMIC pursuant to Sections  
23153 and 24874 of the California Revenue and Taxation Code, if not paid as     
otherwise provided for herein, the tax shall be paid by (i) the Trustee if such 
tax arises out of or results from negligence of the Trustee in the performance  
of any of its obligations under this Agreement, (ii) the Servicer, in the case  
of any such minimum tax, and otherwise if such tax arises out of or results from
a breach by the Servicer of any of its obligations under the applicable         
Servicing Agreement, (iii) the Sponsor if such tax arises out of or results from
the Sponsor's obligation to repurchase a Mortgage Loan pursuant to the Purchase 
Agreement or the Responsible Party if such tax arises out of or results from the
Sponsor's obligation to repurchase a Mortgage Loan pursuant to the Fremont      
Agreements, or (iv) in all other cases, or if the Trustee, the Servicer or the  
Sponsor fails to honor its obligations under the preceding clause (i), (ii), or 
(iii), any such tax will be paid with amounts otherwise to be distributed to the
Certificateholders, as provided in Section 4.01(a).                             

          For as long as each Trust REMIC shall exist, the Trustee shall act
in accordance with this Agreement and shall comply with any directions of the   
Depositor or the Servicer as provided herein so as to assure such continuing    
treatment. The Trustee shall not (a) sell or permit the sale of all or any      
portion of the Mortgage Loans unless pursuant to a repurchase or substitution in
accordance with this Agreement, or of any investment of deposits in an Account, 
and (b) accept any contribution to any Trust REMIC after the Startup Day without
receipt of a REMIC Opinion.                                                     

        Section 8.13 Periodic Filings. (a) The Trustee and each Servicer
under the applicable Servicing Agreement, shall reasonably cooperate with the   
Depositor in connection with the reporting requirements of the Trust under the  
Exchange Act. The Trustee shall prepare for execution by the Depositor any Forms
8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of
the Commission thereunder, in order to permit the timely filing thereof pursuant
to the terms of this Section 8.13, and the Trustee shall file (via the          
Commission's Electronic Data Gathering and Retrieval System ("EDGAR")) such     
Forms executed by the Depositor. The Trustee shall have no duty to verify       
information received by it from other Persons (other than Subcontractors        
utilized by the Trustee) in connection with its duties under this Section 8.13. 

            (b) Within 15 calendar days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Trustee shall prepare and file
on behalf of the Trust any Form 10-D required by the Exchange Act, in form and  
substance as required by the Exchange Act. The Trustee shall file each Form 10-D
with a copy of the related Monthly Statement attached thereto. Any disclosure in
addition to the Monthly Statement that is required to be included on Form 10-D  
("Additional Form 10-D Disclosure") shall be prepared by the party responsible  
for preparing such disclosure as set forth on Exhibit U hereto and provided to  
the Trustee in EDGAR-compatible form at the e-mail address set forth in Section 
10.05 (in a form substantially similar to the Form attached hereto as Exhibit   
Z), and the Trustee shall compile such disclosure pursuant to the following     
paragraph. The Trustee will have no duty or liability for any failure hereunder 
to determine or prepare any Additional Form 10-D Disclosure, except as set forth
in the next paragraph.                                                          

          As set forth on Exhibit U hereto, within 3 calendar days after the
related Distribution Date, certain specified parties identified therein shall be
required to provide to the Trustee and the Depositor, to the extent known by    
such applicable parties, any Additional Form 10-D Disclosure, if applicable. The
Trustee shall compile all such information provided to it in a Form 10-D        
prepared by it.                                                                 

After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor for review,       
verification and execution by the Depositor. No later than 3 Business Days prior
to the 15th calendar day after the related Distribution Date, an officer of the 
Depositor shall sign the Form 10-D and return an electronic or fax copy of such 
signed Form 10-D (with an original executed hard copy to follow by overnight    
mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously 
filed Form 10-D needs to be amended, the Trustee will follow the procedures set 
forth in Section 8.13(f)(ii). The signing party at the Depositor can be         
contacted at the Depositor's address for notices set forth in Section           
10.05(b)(2)(a), or such other address as to which the Depositor has provided    
prior written notice to the Trustee. The Depositor acknowledges that the        
performance by the Trustee of its duties under this Section 8.13(b) related to  
the timely preparation and filing of Form 10-D is contingent upon the Servicer, 
the Depositor and any other Person obligated to provide Additional Form 10-D    
Disclosure as set forth on Exhibit U hereto observing all applicable deadlines  
in the performance of their duties under this Section 8.13(b). The Trustee shall
have no liability for any loss, expense, damage, or claim arising out of or with
respect to any failure to properly prepare and/or timely file such Form 10-D,   
where such failure results from the Trustee's inability or failure to obtain or 
receive, on a timely basis, any information from any party hereto (other than   
the Trustee or any Subcontractor utilized by the Trustee) needed to prepare,    
arrange for execution or file such Form 10-D, not resulting from its own        
negligence, bad faith or willful misconduct.                                    

            (c) Within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (the "10-K Filing      
Deadline"), commencing in March 2007, the Trustee shall prepare and file on     
behalf of the Trust a Form 10-K, in form and substance as required by the       
Exchange Act. Each such Form 10-K shall include the following items, in each    
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement, (i) an annual compliance statement for 
the Servicer and each Subservicer engaged by the Servicer, as described in the  
applicable Servicing Agreement (upon which the Trustee may rely in delivering   
its certification hereunder), (ii)(A) the annual reports on assessment of       
compliance with applicable servicing criteria for the Trustee, the Servicer,    
each Subservicer engaged by the Servicer and each Servicing Function Participant
utilized by the Servicer or the Trustee, as described under Section 6.6 of the  
Wells Fargo Warranties and Servicing Agreement, Section 12.05 of the Fremont    
Servicing Agreement and Section 8.16 of this Agreement, as applicable, and (B)  
if any such report on assessment of compliance with servicing criteria described
under Section 6.6 of the Wells Fargo Warranties and Servicing Agreement, Section
12.05 of the Fremont Servicing Agreement and Section 8.16 of this Agreement, as 
applicable, identifies any material instance of noncompliance, disclosure       
identifying such instance of noncompliance, or such report on assessment of     
compliance with servicing criteria described under Section 6.6 of the Wells     
Fargo Warranties and Servicing Agreement, Section 12.05 of the Fremont Servicing
Agreement and Section 8.16 of this Agreement, as applicable, and is not included
as an exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included, (iii)(A) the registered public  
accounting firm attestation report for the Trustee, the Servicer, each          
Subservicer engaged by the Servicer and each Servicing Function Participant     
utilized by the Servicer or the Trustee, as described under Section 6.6 of the  
Wells Fargo Warranties and Servicing Agreement, Section 12.05 of the Fremont    
Servicing Agreement and Section 8.16 of this Agreement, as applicable, and (B)  
if any registered public accounting firm attestation report described under     
Section 6.6 of the Wells Fargo Warranties and Servicing Agreement, Section 12.05
of the Fremont Servicing Agreement and Section 8.16 of this Agreement, as       
applicable, identifies any material instance of noncompliance, disclosure       
identifying such instance of noncompliance, or if any such registered public    
accounting firm attestation report is not included as an exhibit to such Form   
10-K, disclosure that such report is not included and an explanation why such   
report is not included, and (iv) a certification in the form attached hereto as 
Exhibit L, with such changes as may be necessary or appropriate as a result of  
changes promulgated by the Commission (the "Sarbanes Certification"), which     
shall be signed by the senior officer of the Depositor in charge of             
securitization. Any disclosure or information in addition to (i) through (iv)   
above that is required to be included on Form 10-K ("Additional Form 10-K       
Disclosure") shall be prepared by party responsible for preparing such          
disclosure as set forth on Exhibit V hereto and provided to the Trustee in      
EDGAR-compatible form at the e-mail address set forth in Section 10.05 (in a    
form substantially similar to the Form attached hereto as Exhibit Z), and the   
Trustee shall compile such disclosure pursuant to the following paragraph. The  
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-K Disclosure, except as set forth in the next    
paragraph.                                                                      

          As set forth on Exhibit V hereto, no later than March 15th of each
year that the Trust is subject to the Exchange Act reporting requirements,      
commencing in 2007, certain parties to this Agreement shall be required to      
provide to the Trustee and the Depositor, to the extent known by such applicable
parties, any Additional Form 10-K Disclosure, if applicable. The Trustee shall  
compile all such information provided to it in a Form 10-K prepared by it.      

After preparing the Form 10-K, the Trustee shall forward
electronically a draft copy of the Form 10-K to the Depositor for review,       
verification and execution by the Depositor. No later than 5:00 p.m. EST on the 
3rd Business Day prior to the 10-K Filing Deadline, an officer of the Depositor 
shall sign the Form 10-K and return an electronic or fax copy of such signed    
Form 10-K (with an original executed hard copy to follow by overnight mail) to  
the Trustee. If a Form 10-K cannot be filed on time or if a previously filed    
Form 10-K needs to be amended, the Trustee will follow the procedures set forth 
in Section 8.13(f)(ii). The signing party at the Depositor can be contacted at  
the Depositor's address for notices set forth in Section 10.05(b)(2)(a), or such
other address as to which the Depositor has provided prior written notice to the
Trustee. The Depositor acknowledges that the performance by the Trustee of its  
duties under this Section 8.13(c) related to the timely preparation and filing  
of Form 10-K is contingent upon the applicable Servicer (and any Subservicer or 
Servicing Function Participant engaged by the applicable Servicer) and the      
Depositor and any other Person obligated to provide Additional Form 10-K        
Disclosure as set forth on Exhibit V hereto, observing all applicable deadlines 
in the performance of their duties under this Section 8.13(c), Section 8.13(d), 
Sections 6.4 and 6.6 of the Wells Fargo Warranties and Servicing Agreement,     
Sections 12.04 and 12.05 of the Fremont Servicing Agreement and Section 8.16 of 
this Agreement, as applicable. The Trustee shall have no liability for any loss,
expense, damage or claim arising out of or with respect to any failure to       
properly prepare and/or timely file such Form 10-K, where such failure results  
from the Trustee's inability or failure to obtain or receive, on a timely basis,
any information from any party hereto (other than the Trustee or any            
Subcontractor utilized by the Trustee) needed to prepare, arrange for execution 
or file such Form 10-K, not resulting from its own negligence, bad faith or     
willful misconduct.                                                             

         (d) In connection with the execution of a Sarbanes Certification,
the Trustee shall sign a certification (in the form attached hereto as Exhibit  
L, with such changes as may be necessary or appropriate as a result of changes  
promulgated by the Commission) for the benefit of the Depositor and its         
officers, directors and Affiliates, with such changes as may be necessary or    
appropriate as a result of changes promulgated by the Commission) for the       
benefit of the Depositor, the Trustee and their respective officers, directors  
and Affiliates. Each such certification shall be delivered to the Depositor no  
later than March 15th of each year (or if such day is not a Business Day, the   
immediately preceding Business Day), and the Depositor shall deliver the        
Sarbanes Certification no later than the time set forth for the delivery to the 
Trustee of the signed Form 10-K pursuant to Section 8.13(d) for such year. In   
the event that prior to the filing date of the Form 10-K in March of each year, 
the Trustee, or the Servicer pursuant to the Assignment Agreement or the Wells  
Fargo Servicing Agreement, as applicable, has actual knowledge of information   
material to the Sarbanes Certification, that party shall promptly notify the    
Depositor and each of the other parties signing the certifications. In addition,
the Trustee shall indemnify and hold harmless the Depositor and the Sponsor and 
their officers, directors, employees, agents and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal  
fees and related costs, judgments and other costs and expenses arising out of or
based upon any breach of the Trustee's obligations under this Section 8.13(d) or
any material misstatement or material omission contained in any information,    
report, certification or other material provided in written or electronic form  
pursuant to Sections 8.16 or 8.13 of this Agreement and Exhibits U, V and W to  
this Agreement provided by or on behalf of the Trustee or any Subcontractor     
utilized by the Trustee (excluding any information, report, certification or    
other materials provided in written or electronic form by or on behalf of any   
Person other than the Trustee or any Subcontractor utilized by the Trustee) or  
negligence, bad faith or willful misconduct in connection therewith. If the     
indemnification provided for herein is unavailable or insufficient to hold      
harmless any indemnified party, then the Trustee agrees in connection with a    
breach of the Trustee's obligations under this Section 8.13(d) or any material  
misstatement or material omission contained in any information, report,         
certification or other material provided in written or electronic form pursuant 
to Sections 8.16 and 8.13 of this Agreement and Exhibits U, V and W to this     
Agreement provided by or on behalf of the Trustee or any Subcontractor utilized 
by the Trustee (excluding any information, report, certification or other       
materials provided in written or electronic form by or on behalf of any Person  
other than the Trustee or any Subcontractor utilized by the Trustee) or         
negligence, bad faith or willful misconduct in connection therewith that it     
shall contribute to the amount paid or payable by the Depositor and the Sponsor 
as a result of the losses, claims, damages or liabilities of the Depositor and  
the Sponsor in such proportion as is appropriate to reflect the relative fault  
of the Depositor and the Sponsor on the one hand and the Trustee on the other.  

           (e) Upon any filing with the Commission, the Trustee shall promptly
deliver to the Depositor a copy of each such executed report, statement or      
information.                                                                    

          (f) (i) The obligations set forth in paragraphs (a) through (d) of
this Section shall only apply with respect to periods for which reports are     
required to be filed with respect to the Trust under the Exchange Act. Prior to 
January 30 of the first year in which the Trustee is able to do so under        
applicable law, the Trustee shall file a Form 15 Suspension Notification with   
respect to the Trust, with a copy to the Depositor. At any time after the filing
of a Form 15 Suspension Notification, if the number of Holders of the Offered   
Certificates of record exceeds the number set forth in Section 15(d) of the     
Exchange Act or the regulations promulgated pursuant thereto which would cause  
the Trust to again become subject to the reporting requirements of the Exchange 
Act, the Trustee shall recommence preparing and filing reports on Form 10-K,    
10-D and 8-K as required pursuant to this Section 8.13 and the parties hereto   
shall again have the obligations set forth in this Section.                     

               (ii) In the event that the Trustee is unable to timely file
        with the Commission all or any required portion of any Form 8-K,
            10-D or 10-K required to be filed pursuant to this Agreement because
         required disclosure information was either not delivered to it or
      delivered to it after the delivery deadlines set forth in this
            Agreement, the Trustee will immediately notify the Depositor and the
       Servicer. In the case of Form 10-D and 10-K, the Depositor, the
        Servicer pursuant to the Assignment Agreement or the Wells Fargo
          Servicing Agreement, as applicable, and the Trustee will thereupon
   cooperate to prepare a Form 12b-25 and a 10-DA and 10-KA as
       applicable, pursuant to Rule 12b-25 of the Exchange Act and the
            Trustee shall file in accordance with this Agreement. In the case of
  Form 8-K, the Trustee will, upon receipt of all disclosure
     information required to be included on Form 8-K, include such
           disclosure information on the next Form 10-D. In the event that any
        previously filed Form 8-K, 10-D or 10-K needs to be amended, the
            party to this Agreement deciding that an amendment to such Form 8-K,
           10-D or 10-K is required will notify the Depositor, the Trustee and
   the Servicer and such parties will cooperate to prepare any
            necessary Form 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any
            amendment to Form 8-K, 10-D or 10-K shall be signed by an officer of
         the Depositor. The Depositor acknowledges that the performance by
           the Trustee of its duties under this Section 8.13(f) related to the
      timely preparation and filing of Form 15, a Form 12b-25 or any
            amendment to Form 8-K, 10-D or 10-K is contingent upon the Servicers
   and the Depositor observing all applicable deadlines in the
            performance of their duties under this Section 8.13 and Sections 6.4
      and 6.6 of the Wells Fargo Warranties and Servicing Agreement,
       Sections 12.04 and 12.05 of the Fremont Servicing Agreement and
           Section 8.16 of this Agreement. The Trustee shall have no liability
     for any loss, expense, damage or claim arising out of or with
         respect to any failure to properly prepare and/or timely file any
         such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or
        10-K, where such failure results from the Trustee's inability or
        failure to obtain or receive, on a timely basis, any information
          from any party hereto (other than the Trustee or any Subcontractor
            utilized by the Trustee) needed to prepare, arrange for execution or
           file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D
            or 10-K, not resulting from its own negligence, bad faith or willful
misconduct.                                             

          (g) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and   
also if requested by the Depositor, the Trustee shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the   
Depositor shall file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or    
that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure     
Information") shall be prepared by the party responsible for preparing such     
disclosure as set forth on Exhibit W hereto and provided to the Trustee in      
EDGAR-compatible form at the e-mail address set forth in Section 10.05 (in a    
form substantially similar to the Form attached hereto as Exhibit Z), which     
shall be compiled by the Trustee pursuant to the following paragraph. The       
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth
in the next paragraph.                                                          

     As set forth on Exhibit W hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than noon (Eastern 
time) on the 2nd Business Day after the occurrence of a Reportable Event,       
certain parties to this Agreement shall be required to provide to the Depositor 
and the Trustee, to the extent known by such applicable parties, any Form 8-K   
Disclosure Information, if applicable. The Trustee shall compile all such       
information provided to it in a Form 8-K prepared by it.                        

After preparing the Form 8-K, the Trustee shall forward 
electronically a draft copy of the Form 8-K to the Depositor for review,        
verification and execution by the Depositor. No later than the end of the 3rd   
Business Day after the Reportable Event, an officer of the Depositor shall sign 
the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with 
an original executed hard copy to follow by overnight mail) to the Trustee. If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be  
amended, the Trustee will follow the procedures set forth in Section            
8.13(f)(ii). The signing party at the Depositor can be contacted at the         
Depositor's address for notices set forth in Section 10.05(b)(2)(a), or such    
other address as to which the Depositor has provided prior written notice to the
Trustee. The Depositor acknowledges that the performance by the Trustee of its  
duties under this Section 8.13(g) related to the timely preparation and filing  
of Form 8-K is contingent upon the Servicer the Depositor and any other Person  
obligated to provide Form 8-K Disclosure Information as set forth on Exhibit W  
hereto, observing all applicable deadlines in the performance of their duties   
under this Section 8.13(g). The Trustee shall have no liability for any loss,   
expense, damage or claim arising out of or with respect to any failure to       
properly prepare and/or timely file such Form 8-K, where such failure results   
from the Trustee's inability or failure to obtain or receive, on a timely basis,
any information from any party hereto (other than the Trustee or any            
Subcontractor utilized by the Trustee) needed to prepare, arrange for execution 
or file such Form 8-K, not resulting from its own negligence, bad faith or      
willful misconduct.                                                             

      (h) The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or resulting from (i) the accuracy or inaccuracy 
of any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 
8-K Disclosure Information (excluding any information therein provided by the   
Trustee or any Subcontractor utilized by the Trustee) provided to the Trustee in
connection with the preparation of Forms 10-D, 10-K and 8-K pursuant to this    
Section 8.13, or (ii) the failure of the Depositor to timely execute and return 
for filing any Forms 10-D, 10-K and 8-K required to be filed by the Trustee     
pursuant to this Section 8.13, in either case, not resulting from the Trustee's 
own negligence, bad faith or misconduct.                                        

       Section 8.14 Tax Treatment of Upper-Tier Carry Forward Amounts,
Basis Risk Carry Forward Amounts, the Supplemental Interest Trust and the       
Interest Rate Swap Agreement. The Trustee shall treat the rights that each Class
of LIBOR Certificates has to receive payments of Upper-Tier Carry Forward       
Amounts and, to the extent not paid from the Excess Reserve Fund Account, Basis 
Risk Carry Forward Amounts from the Supplemental Interest Trust (together with  
Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account) as rights
to receive payments under a limited recourse interest rate cap contract written 
by the Class X Certificateholders in favor of each such Class. Accordingly, each
Class of Certificates (excluding the Class X, Class C, Class P and the Residual 
Certificates) will be comprised of two components - an Upper-Tier Regular       
Interest and an interest in an interest rate cap contract, and the Class X      
Certificate will be comprised of four components - two Upper-Tier Regular       
Interests (the Class X Interest and the Class IO Interest), ownership of the    
Excess Reserve Fund Account, subject to an obligation to pay Basis Risk Carry   
Forward Amounts, and ownership of the Supplemental Interest Trust and the       
Interest Rate Swap Agreement, subject to the obligation to pay Upper-Tier Carry 
Forward Amounts and, without duplication, Basis Risk Carry Forward Amounts. The 
Trustee shall allocate the issue price for a Class of LIBOR Certificates among  
the respective components for purposes of determining the issue price of the    
Upper-Tier Regular Interest component based on information received from the    
Depositor. Unless otherwise advised by the Depositor in writing, for federal    
income tax purposes, the Trustee is hereby directed to assign a value of zero to
the right of each Holder of a LIBOR Certificate to receive the related          
Upper-Tier Carry Forward Amounts and, without duplication, the related Basis    
Risk Carry Forward Amount for purposes of allocating the purchase price of an   
initial LIBOR Certificateholder between such rights and the related Upper-Tier  
Regular Interest.                                                               

            Holders of LIBOR Certificates shall also be treated as having agreed
to pay, on each Distribution Date, to the Holders of the Class X Certificates an
aggregate amount equal to the excess, if any, of (i) Net Swap Payments and Swap 
Termination Payments (other than Defaulted Swap Termination Payments) over (ii) 
the sum of amounts payable on the Class X Interest available for such payments  
and amounts payable on the Class IO Interest (such excess, a "Class IO          
Shortfall"), first from interest and then from principal distributable on the   
LIBOR Certificates. A Class IO Shortfall payable from interest collections shall
be allocated pro rata among such LIBOR Certificates based on the amount of      
interest otherwise payable to such Class of LIBOR Certificates, and a Class IO  
Shortfall payable from principal collections shall be allocated in reverse      
sequential order beginning with the most subordinate Class of LIBOR Certificates
then Outstanding.                                                               

    Any payments of Class IO Shortfalls shall be treated for tax
purposes as having been received by the Holders of such Class of LIBOR          
Certificates in respect of the Corresponding Upper-Tier Regular Interest and as 
having been paid by such Holders to the Holders of the Class X Certificates     
through the Supplemental Interest Trust.                                        

            Section 8.15 Gramm-Leach-Bliley Act. Each party shall comply, to the
extent applicable to such party, with all provisions of the Privacy Laws        
relating to the Mortgage Loans, the related borrowers and any "nonpublic        
personal information" (as defined in the Privacy Laws) received by such party   
incidental to the performance of its obligations under this Agreement,          
including, maintaining adequate information security procedures to protect such 
nonpublic personal information and, in the case of the Servicer, providing all  
privacy notices required by the Privacy Laws.                                   

    Section 8.16 Annual Reports on Assessment of Compliance with
Servicing Criteria; Annual Independent Public Accountants' Attestation Report(a)
(a) Not later than March 15th of each calendar year commencing in 2007, the     
Trustee shall deliver, and the Trustee shall cause each Subcontractor utilized  
by the Trustee, and determined by the Trustee to be "participating in a         
servicing function" within the meaning of Item 1122 of Regulation AB (in each   
case, a "Servicing Function Participant"), to deliver, each at its own expense, 
to the Depositor and the Trustee, a report on an assessment of compliance with  
the Servicing Criteria applicable to it that contains (A) a statement by such   
party of its responsibility for assessing compliance with the Servicing Criteria
applicable to it, (B) a statement that such party used the Servicing Criteria to
assess compliance with the applicable Servicing Criteria, (C) such party's      
assessment of compliance with the applicable Servicing Criteria as of and for   
the period ending the end of the fiscal year covered by the Form 10-K required  
to be filed pursuant to Section 8.13, including, if there has been any material 
instance of noncompliance with the applicable Servicing Criteria, a discussion  
of each such failure and the nature and status thereof, and (D) a statement that
a registered public accounting firm has issued an attestation report on such    
Person's assessment of compliance with the applicable Servicing Criteria as of  
and for such period. Each such assessment of compliance report shall be         
addressed to the Depositor and signed by an authorized officer of the applicable
company, and shall address each of the applicable Servicing Criteria set forth  
on Exhibit N hereto, or as set forth in the notification furnished to the       
Depositor and the Trustee pursuant to Section 8.16(c). The Trustee hereby       
acknowledges and agrees that its assessment of compliance will cover the items  
identified on Exhibit N hereto as being covered by such party. The parties to   
this Agreement acknowledge that where a particular Servicing Criteria has       
multiple components, the Trustee's assessment of compliance (and related        
attestation of compliance) will relate only to those components that are        
applicable to the Trustee. Promptly after receipt of each such report on        
assessment of compliance, (i) the Depositor shall review each such report (and  
the report of the Servicer provided pursuant to the applicable Servicing        
Agreement) and, if applicable, consult with the Servicer or the Trustee as to   
the nature of any material instance of noncompliance with the Servicing Criteria
applicable to it (and each Subservicer or Servicing Function Participant engaged
or utilized by the Servicer, such Subservicer or the Trustee, as applicable), as
the case may be.                                                                

         (b) Not later than March 15th of each calendar year commencing in
2007, the Trustee shall cause, and the Trustee shall cause each Servicing       
Function Participant utilized by the Trustee to cause, at its own expense, a    
registered public accounting firm (which may also render other services to such 
party) and that is a member of the American Institute of Certified Public       
Accountants to furnish a report to the Trustee and the Depositor, with a copy to
the Rating Agencies, to the effect that (i) it has obtained a representation    
regarding certain matters from the management of such Person, which includes an 
assertion that such Person has complied with the Servicing Criteria applicable  
to it pursuant to Section 8.16(a) and (ii) on the basis of an examination       
conducted by such firm in accordance with standards for attestation engagements 
issued or adopted by the PCAOB, that attests to and reports on such Person's    
assessment of compliance with the Servicing Criteria applicable to it. In the   
event that an overall opinion cannot be expressed, such registered public       
accounting firm shall state in such report why it was unable to express such an 
opinion. Each such related accountant's attestation report shall be made in     
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the        
Securities Act and the Exchange Act. Such report must be available for general  
use and not contain restricted use language. Promptly after receipt of each such
accountants' attestation report (and the accountants' attestation report of the 
Servicer provided pursuant to the applicable Servicing Agreement), the Depositor
shall review the report and, if applicable, consult with the Servicer or the    
Trustee as to the nature of any defaults by the Servicer or the Trustee (and    
each Subservicer or Servicing Function Participant engaged or utilized by the   
Servicer or the Trustee, as applicable, or by any Subservicer engaged by the    
Servicer), as the case may be, in the fulfillment of any of the Servicer's, the 
Trustee's or the applicable Subservicer's or Servicing Function Participant's   
obligations under this Agreement, the applicable Servicing Agreement or under   
any applicable sub-servicing agreement.                                         

       (c) No later than February 1 of each fiscal year, commencing in
2007, the Servicer, pursuant to the applicable Servicing Agreement, is required 
to notify the Trustee and the Depositor as to the name of each Subservicer      
engaged by it and each Servicing Function Participant utilized by it and by each
Subservicer engaged by it, and the Trustee shall notify the Depositor as to the 
name of each Servicing Function Participant utilized by it, and each such notice
will specify what specific Servicing Criteria will be addressed in the report on
assessment of compliance prepared by such Servicing Function Participant in each
case, to the extent of any change from the prior year's notice, if any. When the
Trustee submits its assessment pursuant to Section 8.16(a), the Trustee will    
also at such time include the assessment (and related attestation pursuant to   
Section 8.16(b)) of each Servicing Function Participant utilized by it.         

ARTICLE IX

 TERMINATION

    Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Section 9.02 and Section 9.03, the obligations and   
responsibilities of the Depositor and the Trustee created hereby with respect to
the Trust Fund shall terminate upon the earlier of (a) the purchase, on the     
Optional Termination Date, by the Servicer of all Mortgage Loans (and REO       
Properties) at the price equal to the sum of (i) 100% of the unpaid principal   
balance of each Mortgage Loan (other than in respect of REO Property) plus      
accrued and unpaid interest thereon at the applicable Mortgage Interest Rate,   
(ii) the lesser of (x) the appraised value of any REO Property as determined by 
the higher of two appraisals completed by two independent appraisers selected by
the Person electing to terminate the Trust Fund (or in the case of the Servicer,
acting at the direction of the Majority Class C Certificateholder, selected by  
the Majority Class C Certificateholder), at the expense of such Person (or in   
the case of the Servicer, acting at the direction of the Majority Class C       
Certificateholder, the Majority Class C Certificateholder), plus accrued and    
unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest
Rates and (y) the unpaid principal balance of each Mortgage Loan related to any 
REO Property, in each case plus accrued and unpaid interest thereon at the      
applicable Mortgage Interest Rate, and (iii) any Swap Termination Payment owed  
to the Swap Provider (as provided to the Trustee by the Swap Provider pursuant  
to the Interest Rate Swap Agreement) ("Termination Price") and (b) the later of 
(i) the maturity or other Liquidation Event (or any Advance with respect        
thereto) of the last Mortgage Loan remaining in the Trust Fund and the          
disposition of all REO Property and (ii) the distribution to Certificateholders 
of all amounts required to be distributed to them pursuant to this Agreement. In
no event shall the trusts created hereby continue beyond the expiration of 21   
years from the death of the survivor of the descendants of Joseph P. Kennedy,   
the late Ambassador of the United States to the Court of St. James's, living on 
the date hereof.                                                                

      Section 9.02 Final Distribution on the Certificates. If on any
Remittance Date, the Servicer notifies the Trustee in writing that there are no 
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other 
than the funds in the Collection Account, the Servicer shall direct the Trustee 
promptly to send a Notice of Final Distribution to each Certificateholder and   
the Swap Provider. If Wells Fargo pursuant to the Wells Fargo Servicing         
Agreement (at the direction of the Majority Class C Certificateholder) elects to
terminate the Trust Fund pursuant to clause (a) of Section 9.01, by the 25th day
of the month preceding the month of the final distribution, the Person electing 
to terminate the Trust Fund shall notify the Depositor, the Servicer and the    
Trustee in writing of the date the electing Person intends to terminate the     
Trust Fund and of the applicable Termination Price of the Mortgage Loans and REO
Properties.                                                                     

           A Notice of Final Distribution, specifying the Distribution Date on
which Certificateholders may surrender their Certificates for payment of the    
final distribution and cancellation, shall be given promptly by the Trustee by  
letter to Certificateholders mailed not later than the 15th day of the month of 
such final distribution. Any such Notice of Final Distribution shall specify (a)
the Distribution Date upon which final distribution on the Certificates will be 
made upon presentation and surrender of Certificates at the office therein      
designated, (b) the amount of such final distribution, (c) the location of the  
office or agency at which such presentation and surrender must be made, and (d) 
that the Record Date otherwise applicable to such Distribution Date is not      
applicable, distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Trustee will give such Notice 
of Final Distribution to each Rating Agency at the time such Notice of Final    
Distribution is given to Certificateholders.                                    

       In the event such Notice of Final Distribution is given and the
Person electing to terminate the Trust Fund is the Servicer (at the direction of
the Majority Class C Certificateholder), the Majority Class C Certificateholder 
shall remit the applicable Termination Price in immediately available funds to  
the Trustee at least two Business Days prior to the applicable Distribution     
Date, and, upon receipt of such funds from the Majority Class C                 
Certificateholder, the Trustee shall promptly deposit such funds in the         
applicable Collection Account. During the time such funds are held in such      
Collection Account, such funds shall be invested, at the direction of the       
Majority Class C Certificateholder, in Permitted Investments, and the Majority  
Class C Certificateholder shall be entitled to all income from such investments,
and shall be responsible for, and shall reimburse the Servicer for all losses   
from such investments. The Majority Class C Certificateholder shall be obligated
to reimburse the Servicer for its reasonable out-of-pocket expenses incurred in 
connection with its termination of the Trust Fund at the direction of the       
Majority Class C Certificateholder and shall indemnify and hold harmless the    
Servicer for any losses, liabilities or expenses resulting from any claims      
directly resulting from or relating to the termination of the Trust Fund at the 
direction of the Majority Class C Certificateholder, except to the extent such  
losses, liabilities or expenses arise out of or result from the Servicer's      
negligence, bad faith or willful misconduct. In connection with any such        
termination of the Trust Fund, the Servicer shall cause all funds in the        
Collection Account, including the applicable Termination Price for the Mortgage 
Loans and REO Properties if the Servicer is electing to terminate the Trust     
Fund, to be remitted to the Trustee for deposit in the Distribution Account on  
the Business Day prior to the applicable Distribution Date. Upon such final     
deposit with respect to the Trust Fund and the receipt by the Trustee of a      
Request for Release therefor, the Trustee shall promptly release to the Person  
electing to terminate the Trust Fund, or its designee, the Custodial Files for  
the Mortgage Loans.                                                             

        Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class (after    
reimbursement of all amounts due the Depositor and the Trustee hereunder), in   
each case on the final Distribution Date and in the order set forth in Section  
4.01, in proportion to their respective Percentage Interests, with respect to   
Certificateholders of the same Class, an amount up to an amount equal to (i) as 
to each Class of Regular Certificates (except the Class X Certificates), the    
Certificate Balance thereof plus for each such Class and the Class X            
Certificates accrued interest thereon in the case of an interest bearing        
Certificate and all other amounts to which such Classes are entitled pursuant to
Section 4.01, (ii) as to the Residual Certificates, the amount, if any, which   
remains on deposit in the Distribution Account (other than the amounts retained 
to meet claims) after application pursuant to clause (i) above.                 

   In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date        
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their           
Certificates for cancellation and receive the final distribution with respect   
thereto. If within six months after the second notice all the applicable        
Certificates shall not have been surrendered for cancellation, the Trustee may  
take appropriate steps, or may appoint an agent to take appropriate steps, to   
contact the remaining Certificateholders concerning surrender of their          
Certificates, and the cost thereof shall be paid out of the funds and other     
assets which remain a part of the Trust Fund. If within one year after the      
second notice all Certificates shall not have been surrendered for cancellation,
the Residual Certificateholders shall be entitled to all unclaimed funds and    
other assets of the Trust Fund which remain subject hereto.                     

        Section 9.03 Additional Termination Requirements. In the event a
Person elects to terminate the Trust Fund as provided in Section 9.01, the Trust
Fund shall be terminated in accordance with the following additional            
requirements, unless the Trustee has been supplied with an Opinion of Counsel,  
at the expense of the electing Person, to the effect that the failure to comply 
with the requirements of this Section 9.03 will not (i) result in the imposition
of taxes on "prohibited transactions" on any Trust REMIC as defined in Section  
860F of the Code, or (ii) cause any Trust REMIC to fail to qualify as a REMIC at
any time that any Certificates are Outstanding:                                 

         (a) The Trustee shall sell all of the assets of the Trust Fund to
the Person electing to terminate the Trust Fund, or its designee, and, within 90
days of such sale, shall distribute to the Certificateholders the proceeds of   
such sale in complete liquidation of each of the Trust REMICs; and              

            (b) The Trustee shall attach a statement to the final federal income
tax return for each of the Trust REMICs stating that pursuant to Treasury       
Regulations Section 1.860F 1, the first day of the 90 day liquidation period for
each such Trust REMIC was the date on which the Trustee sold the assets of the  
Trust Fund to the electing Person.                                              

ARTICLE X 

MISCELLANEOUS PROVISIONS

           Section 10.01 Amendment. This Agreement may be amended from time to
time by the Depositor and the Trustee (and the Trustee may request an amendment 
or consent to any amendment of a Servicing Agreement as directed by the         
Depositor) without the consent of any of the Certificateholders (i) to cure any 
ambiguity or mistake, (ii) to correct any defective provision herein or in the  
applicable Servicing Agreement, or to supplement any provision herein which may 
be inconsistent with any other provision herein, (iii) to add to the duties of  
the Depositor or the Trustee (or with respect to the applicable Servicing       
Agreement, of the applicable Servicer), (iv) to add any other provisions with   
respect to matters or questions arising hereunder or under the applicable       
Servicing Agreement, (v) to modify, alter, amend, add to or rescind any of the  
terms or provisions contained in this Agreement or in the applicable Servicing  
Agreement or (vi) to comply with any requirements in Regulation AB; provided    
that any amendment pursuant to clause (iv) or (v) above shall not, as evidenced 
by an Opinion of Counsel (which Opinion of Counsel shall not be an expense of   
the Trustee or the Trust Fund), adversely affect in any material respect the    
interests of any Certificateholder; provided, further, that the amendment shall 
not be deemed to adversely affect in any material respect the interests of the  
Certificateholders if the Person requesting the amendment obtains a letter from 
each Rating Agency stating that the amendment would not result in the           
downgrading or withdrawal of the respective ratings then assigned to the        
Certificates; it being understood and agreed that any such letter in and of     
itself will not represent a determination as to the materiality of any such     
amendment and will represent a determination only as to the credit issues       
affecting any such rating. The Trustee and the Depositor also may at any time   
and from time to time amend this Agreement (and the Trustee shall request the   
Servicers amend the applicable Servicing Agreement), without the consent of the 
Certificateholders, to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or helpful to (i) maintain the qualification of    
each Trust REMIC under the REMIC Provisions, (ii) avoid or minimize the risk of 
the imposition of any tax on any Trust REMIC pursuant to the Code that would be 
a claim at any time prior to the final redemption of the Certificates or (iii)  
comply with any other requirements of the Code; provided, that the Trustee has  
been provided an Opinion of Counsel, which opinion shall be an expense of the   
party requesting such opinion but in any case shall not be an expense of the    
Trustee or the Trust Fund, to the effect that such action is necessary or       
helpful to, as applicable, (i) maintain such qualification, (ii) avoid or       
minimize the risk of the imposition of such a tax or (iii) comply with any such 
requirements of the Code.                                                       

   This Agreement may also be amended from time to time by the
Depositor and the Trustee (and the Trustee shall consent to any amendment to the
applicable Servicing Agreement as directed by the Depositor) with the consent of
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 66(2)/3% of each Class of Certificates affected thereby for the purpose of 
adding any provisions to or changing in any manner or eliminating any of the    
provisions of this Agreement or the applicable Servicing Agreement or of        
modifying in any manner the rights of the Holders of Certificates; provided,    
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments required to be distributed on any Certificate     
without the consent of the Holder of such Certificate, (ii) adversely affect in 
any material respect the interests of the Holders of any Class of Certificates  
in a manner other than as described in clause (i), without the consent of the   
Holders of Certificates of such Class evidencing, as to such Class, Percentage  
Interests aggregating not less than 66(2)/3%, or (iii) reduce the aforesaid     
percentages of Certificates the Holders of which are required to consent to any 
such amendment, without the consent of the Holders of all such Certificates then
Outstanding.                                                                    

     Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement or any Servicing   
Agreement unless (i) it shall have first received an Opinion of Counsel, which  
opinion shall not be an expense of the Trustee or the Trust Fund, to the effect 
that such amendment will not cause the imposition of any tax on any Trust REMIC 
or the Certificateholders or cause any Trust REMIC to fail to qualify as a REMIC
or the grantor trust to fail to qualify as a grantor trust at any time that any 
Certificates are Outstanding and (ii) the party seeking such amendment shall    
have provided written notice to the Rating Agencies (with a copy of such notice 
to the Trustee) of such amendment, stating the provisions of the Agreement to be
amended.                                                                        

            Notwithstanding the foregoing provisions of this Section 10.01, with
respect to any amendment that significantly modifies the permitted activities of
the Trustee or a Servicer under the applicable Servicing Agreement, any         
Certificate beneficially owned by the Depositor or any of its Affiliates or by  
the Responsible Party or any of its Affiliates shall be deemed not to be        
Outstanding (and shall not be considered when determining the percentage of     
Certificateholders consenting or when calculating the total number of           
Certificates entitled to consent) for purposes of determining if the requisite  
consents of Certificateholders under this Section 10.01 have been obtained.     

          Promptly after the execution of any amendment to this Agreement or
any Servicing Agreement requiring the consent of Certificateholders, the Trustee
shall furnish written notification of the substance or a copy of such amendment 
to each Certificateholder and each Rating Agency.                               

       It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed         
amendment, but it shall be sufficient if such consent shall approve the         
substance thereof. The manner of obtaining such consents and of evidencing the  
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.                       

            Nothing in this Agreement shall require the Trustee to enter into an
amendment which modifies its obligations or liabilities without its consent and 
in all cases without receiving an Opinion of Counsel (which Opinion shall not be
an expense of the Trustee or the Trust Fund), satisfactory to the Trustee that  
(i) such amendment is permitted and is not prohibited by this Agreement or the  
applicable Servicing Agreement and that all requirements for amending this      
Agreement or such Servicing Agreement have been complied with; and (ii) either  
(A) the amendment does not adversely affect in any material respect the         
interests of any Certificateholder or (B) the conclusion set forth in the       
immediately preceding clause (A) is not required to be reached pursuant to this 
Section 10.01.                                                                  

     Notwithstanding the Trustee's consent to, or request for, any
amendment of any Servicing Agreement pursuant to the terms of this Section      
10.01, such Servicing Agreement cannot be amended without the consent of the    
applicable Servicer. The Trustee shall not be responsible for any failure by    
such Servicer to consent to any amendment to the applicable Servicing Agreement.

            Section 10.02 Recordation of Agreement; Counterparts. This Agreement
is subject to recordation in all appropriate public offices for real property   
records in all the counties or other comparable jurisdictions in which any or   
all of the Mortgaged Properties are situated, and in any other appropriate      
public recording office or elsewhere, such recordation shall be effected by the 
Trustee (at the direction of the Depositor) at the expense of the Trust, but    
only upon receipt of an Opinion of Counsel to the effect that such recordation  
materially and beneficially affects the interests of the Certificateholders.    

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed          
simultaneously in any number of counterparts, each of which counterparts shall  
be deemed to be an original, and such counterparts shall constitute but one and 
the same instrument.                                                            

         Section 10.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK   
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND  
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE              
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.            

           Section 10.04 Intention of Parties. It is the express intent of the
parties hereto that the conveyance (i) of the Mortgage Loans by the Depositor   
and (ii) of the Trust Fund by the Depositor to the Trustee each be, and be      
construed as, an absolute sale thereof. It is, further, not the intention of the
parties that such conveyances be deemed a pledge thereof. However, in the event 
that, notwithstanding the intent of the parties, such assets are held to be the 
property of the Depositor, as the case may be, or if for any other reason this  
Agreement is held or deemed to create a security interest in either such assets,
then (i) this Agreement shall be deemed to be a security agreement within the   
meaning of the Uniform Commercial Code of the State of New York and (ii) the    
conveyances provided for in this Agreement shall be deemed to be an assignment  
and a grant by the Depositor to the Trustee, for the benefit of the             
Certificateholders, of a security interest in all of the assets transferred,    
whether now owned or hereafter acquired.                                        

           The Depositor, for the benefit of the Certificateholders, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in  
the Trust Fund, such security interest would be deemed to be a perfected        
security interest of first priority under applicable law and will be maintained 
as such throughout the term of the Agreement.                                   

           Section 10.05 Notices. (a) The Trustee shall provide notice to each
Rating Agency with respect to each of the following of which it has actual      
knowledge, within a reasonable amount after gaining such actual knowledge:      

              (i) Any material change or amendment to this Agreement; (ii) The
occurrence of any Event of Default that has not been cured; 

         (iii) The resignation or termination of the Servicer or the
Trustee and the appointment of any successor;               

               (iv) The repurchase or substitution of Mortgage Loans pursuant to
    this Agreement, the Fremont Assignment Agreement or the Purchase
Agreement; and                                              

(v) The final payment to Certificateholders.      

                   (b) In addition, the Trustee shall promptly furnish to each
Rating Agency copies of the following:            

              (i) Each report to Certificateholders described in Section 4.02;

        (ii) The Servicer's annual statement of compliance and the
  accountant's report described in the Servicing Agreements; and

           (iii) Any notice of a purchase of a Mortgage Loan pursuant to
this Agreement and the Purchase Agreement.                  

         All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor, to GS Mortgage Securities Corp. 85 Broad Street, New York, New   
York 10004, Attention: Principal Finance Group/Christopher M. Gething and Asset 
Management Group/Senior Asset Manager, or such other address as may be hereafter
furnished to the Trustee by the Depositor in writing; (b) in the case of the    
Trustee, to the Corporate Trust Office, or such other address as the Trustee may
hereafter furnish to the Depositor, the Swap Provider, the Responsible Party or 
the applicable Servicer; provided, however, all reports, statements,            
certifications and information required to be provided to the Trustee pursuant  
to Section 8.13 for filing shall be electronically forwarded to                 
DBSec.Notifications@db.com, and, (c) in the case of in the case of Wells Fargo  
in its capacity as Servicer, 1 Home Campus, Des Moines, Iowa 50328, or such     
other address as may be hereafter furnished to the other parties hereto and the 
Swap Provider by Wells Fargo in writing, (d) in the case of Fremont Investment &
Loan, 1065 North PacifiCenter, Anaheim, California 92806, Attention: Steve Ross 
or such other address as may be hereafter furnished to the Depositor and Trustee
by the Responsible Party in writing; (e) Goldman Sachs Mitsui Marine Derivative 
Products 85 Broad Street, New York, New York 10004, Attention: General Counsel, 
or such other address as may be hereafter furnished to the Depositor, the       
Servicer and the Trustee in writing, and (f) in the case of each of the Rating  
Agencies, the address specified therefor in the definition corresponding to the 
name of such Rating Agency. Notices to Certificateholders shall be deemed given 
when mailed, first class postage prepaid, to their respective addresses         
appearing in the Certificate Register.                                          

           Section 10.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any   
reason whatsoever held invalid, then such covenants, agreements, provisions or  
terms shall be deemed severable from the remaining covenants, agreements,       
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates 
or the rights of the Holders thereof.                                           

           Section 10.07 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this      
Agreement or the Trust created hereby, nor entitle such Certificateholder's     
legal representative or heirs to claim an accounting or to take any action or   
commence any proceeding in any court for a petition or winding up of the Trust  
created hereby, or otherwise affect the rights, obligations and liabilities of  
the parties hereto or any of them.                                              

    No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything 
herein set forth or contained in the terms of the Certificates be construed so  
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement      
pursuant to any provision hereof.                                               

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or     
proceeding in equity or at law upon or under or with respect to this Agreement, 
unless such Holder previously shall have given to the Trustee a written notice  
of an Event of Default and of the continuance thereof, as herein provided, and  
unless the Holders of Certificates evidencing not less than 25% of the Voting   
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee 
hereunder and shall have offered to the Trustee such reasonable indemnity as it 
may require against the costs, expenses, and liabilities to be incurred therein 
or thereby, and the Trustee, for 60 days after its receipt of such notice,      
request and offer of indemnity shall have neglected or refused to institute any 
such action, suit or proceeding; it being understood and intended, and being    
expressly covenanted by each Certificateholder with every other                 
Certificateholder and the Trustee, that no one or more Holders of Certificates  
shall have any right in any manner whatever by virtue or by availing itself or  
themselves of any provisions of this Agreement to affect, disturb or prejudice  
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the    
common benefit of all Certificateholders. For the protection and enforcement of 
the provisions of this Section 10.07, each and every Certificateholder and the  
Trustee shall be entitled to such relief as can be given either at law or in    
equity.                                                                         

          Section 10.08 Certificates Nonassessable and Fully Paid. It is the
intention of the Depositor that Certificateholders shall not be personally      
liable for obligations of the Trust Fund, that the interests in the Trust Fund  
represented by the Certificates shall be nonassessable for any reason           
whatsoever, and that the Certificates, upon due authentication thereof by the   
Trustee pursuant to this Agreement, are and shall be deemed fully paid.         

        Section 10.09 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW)
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR        
RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED      
BEFORE A JUDGE SITTING WITHOUT A JURY.                                          

     Section 10.10 Limitation of Damages. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE      
LIABLE TO ANY OTHER PARTY FOR ANY PUNITIVE DAMAGES WHATSOEVER, WHETHER IN       
CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL  
OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE    
APPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS MADE AGAINST A PARTY.             

          Section 10.11 Rights of the Swap Provider. The Swap Provider shall
be deemed a third-party beneficiary of this Agreement to the same extent as if  
it were a party hereto and shall have the right to enforce its rights under this
Agreement.                                                                      

      Section 10.12 Regulation AB Compliance; Intent of the Parties;
Reasonableness. The parties hereto acknowledge that interpretations of the      
requirements of Regulation AB may change over time, whether due to interpretive 
guidance provided by the Commission or its staff, consensus among participants  
in the asset-backed securities markets, advice of counsel, or otherwise, and    
agree to comply with requests made by the Depositor in good faith for delivery  
of information under these provisions on the basis of evolving interpretations  
of Regulation AB. In connection with the Trust, the Trustee and the Servicer,   
pursuant to the Assignment Agreement or the Wells Fargo Servicing Agreement, as 
applicable, shall cooperate fully with the Depositor to deliver to the Depositor
(including its assignees or designees), any and all statements, reports,        
certifications, records and any other information available to such party and   
reasonably necessary in the good faith determination of the Depositor to permit 
the Depositor to comply with the provisions of Regulation AB.                   

           *    *    *    *    *    *    *

           IN WITNESS WHEREOF, the Depositor and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.                                     

  GS MORTGAGE SECURITIES CORP.

By:   /s/ Mark Weiss      
                ------------------------------------
Name:  Mark Weiss   
    Title: Managing Director

                     DEUTSCHE BANK NATIONAL TRUST COMPANY, solely as
                      Trustee and not in its individual capacity

By:   /s/ Eiko Akiyama    
                ------------------------------------
Name:  Eiko Akiyama 
Title: Associate    

By:   /s/ Ronaldo Reyes   
                ------------------------------------
Name:  Ronaldo Reyes
 Title: Vice President

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SCHEDULE I

Mortgage Loan Schedule

 Delivered to the Trustee and not attached to the Trust Agreement.

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Just 4th
 EXHIBIT A-1

 FORM OF CLASS A, CLASS M AND CLASS B CERTIFICATES

[To be added to the Class B-3 and Class B-4 Certificates while they remain      
Private Certificates: IF THIS CERTIFICATE IS A PHYSICAL CERTIFICATE, NEITHER    
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED 
TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE (THE "TRANSFEROR    
CERTIFICATE") IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND  
EITHER (I) THE TRUSTEE RECEIVES A RULE 144A LETTER (THE "144A LETTER") IN THE   
FORM OF EXHIBIT J TO THE AGREEMENT REFERRED TO HEREIN OR A LETTER (THE "NON-RULE
144A INVESTMENT LETTER") IN THE FORM OF EXHIBIT K TO THE AGREEMENT REFERRED TO  
HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE     
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE
DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR      
CERTIFICATE AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE 
CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, IN EACH CASE AS IF SUCH       
CERTIFICATE WERE EVIDENCED BY A PHYSICAL CERTIFICATE.                           

In the event that a transfer of a Private Certificate which is a Book-Entry     
Certificate is to be made in reliance upon an exemption from the Securities Act 
and such laws, in order to assure compliance with the Securities Act and such   
laws, the Certificateholder desiring to effect such transfer will be deemed to  
have made as of the transfer date each of the certifications set forth in the   
Transferor Certificate in respect of such Certificate and the transferee will be
deemed to have made as of the transfer date each of the certifications set forth
in the Rule 144A Letter in respect of such Certificate, in each case as if such 
Certificate were evidenced by a Physical Certificate.]                          

Unless this Certificate is presented by an authorized representative of the     
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued  
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY  
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.                                                                         

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN     
INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE      
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER       
ASSETS.                                                                         

[To be added to the Class B-3 and Class B-4 Certificates: NEITHER THIS          
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE    
DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH  
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE   
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL, STATE OR  
LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF     
ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH
A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER  
THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND THE PURCHASE AND HOLDING 
OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED          
TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE  
TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA,   
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,   
THE DEPOSITOR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY  
UNDERTAKEN IN THE AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE  
TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON     
BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF 
THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL 
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] 

AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER 
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE           
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT   
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY      
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR 
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION 
CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23  
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.                          

Certificate No.              :                                                  

Cut-off Date                 :     April 1, 2006                                

First Distribution Date      :     May 25, 2006                                 

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")             :                                                  

Initial Certificate                                                             
Balances of all                                             Class Certificate   
Certificates of this Class   :             Class                 Balance        
                                  Class A-1             $241,822,000
                                  Class A-2A            $251,717,000
                                  Class A-2B            $110,996,000
                                  Class A-2C            $102,592,000
                                 Class A-2D            $43,211,000
                                 Class M-1             $34,646,000
                                 Class M-2             $30,849,000
                                 Class M-3             $18,034,000
                                 Class M-4             $16,611,000
                                 Class M-5             $16,136,000
                                 Class M-6             $14,713,000
                                 Class M-7             $13,763,000
                                 Class B-1             $12,340,000
                                 Class B-2             $ 9,492,000
                                 Class B-3             $ 8,543,000
                                 Class B-4             $ 9,942,000
CUSIP                        :             Class                CUSIP No.       
                                  Class A-1              362334 PF 5
                                  Class A-2A             362334 PG 3
                                  Class A-2B             362334 PH 1
                                  Class A-2C             362334 PJ 7
                                  Class A-2D             362334 PK 4
                                  Class M-1              362334 PL 2
                                  Class M-2              362334 PM 0
                                  Class M-3              362334 PN 8
                                  Class M-4              362334 PP 3
                                  Class M-5              362334 PQ 1
                                  Class M-6              362334 PR 9
                                  Class M-7              362334 PS 7
                                  Class B-1              362334 PT 5
                                  Class B-2              362334 PU 2
                                  Class B-3              362334 PV 0
                                  Class B-4              362334 PW 8

ISIN                         :             Class                                
                                   Class A-1              US362334PF56
                                   Class A-2A             US362334PG30
                                   Class A-2B             US362334PH13
                                   Class A-2C             US362334PJ78
                                   Class A-2D             US362334PK42
                                   Class M-1              US362334PL25
                                   Class M-2              US362334PM08
                                   Class M-3              US362334PN80
                                   Class M-4              US362334PP39
                                   Class M-5              US362334PQ12
                                   Class M-6              US362334PR94
                                   Class M-7              US362334PS77
                                   Class B-1              US362334PT50
                                   Class B-2              US362334PU24
                                   Class B-3              US362334PV07
                                   Class B-4              US362334PW89

GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2006-FM1
 Mortgage Pass-Through Certificates, Series 2006-FM1
[Class A-] [Class M-] [Class B-]

            evidencing a percentage  interest in the distributions  allocable to
the Certificates of the above-referenced Class.         

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less  
than the Certificate Balance as set forth herein. This Certificate does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Trustee or any other party to the Agreement referred to below or 
any of their respective affiliates. Neither this Certificate nor the Mortgage   
Loans are guaranteed or insured by any governmental agency or instrumentality.  

     This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the     
denomination of this Certificate by the aggregate of the denominations of all   
Certificates of the Class to which this Certificate belongs) in certain monthly 
distributions pursuant to a Trust Agreement, dated as of the Cut-off Date       
specified above (the "Agreement"), among GS Mortgage Securities Corp., as       
depositor (the "Depositor") and Deutsche Bank National Trust Company, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

 * * *

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                 not in its individual capacity, but solely as
Trustee     

                     By:____________________________________

Authenticated:                                                                  

By:_______________________________________                                      
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2006-FM1
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2006-FM1 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such day is not a Business Day, the        
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto                                                                            
______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  

(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
_____________________________________________________________________________.  

Dated:                                                                          

                            ____________________________________
                             Signature by or on behalf of assignor

 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________________________,  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number ________, or, if mailed by check, to _________________________.  
Applicable statements should be mailed to ___________________________________,  
_____________________________________________________________________________.  

          This information is provided by__________________________________,
the assignee named above, or_________________________________________________,  
as its agent.                                                                   

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 EXHIBIT B

 FORM OF CLASS P CERTIFICATE

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE     
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED  
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE       
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO APPLICABLE FEDERAL,    
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING          
PROVISIONS OF ERISA OR THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT   
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW       
WITHOUT THE REPRESENTATION LETTER SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.                                                 

Certificate No.           :           1                                         

Cut-off Date              :           April 1, 2006                             

First Distribution Date   :           May 25, 2006                              

Percentage Interest of                                                          
this Certificate                                                                
("Denomination")          :           [__]%                                     

CUSIP                     :           362334 QB 3                               

ISIN                      :           US362334QB34                              

GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2006-FM1
 Mortgage Pass-Through Certificates, Series 2006-FM1

 Class P

            evidencing a percentage  interest in the distributions  allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation   
of, or an interest in, and is not guaranteed by the Depositor, the Trustee or   
any other party to the Agreement referred to below or any of their respective   
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or   
insured by any governmental agency or instrumentality.                          

     This certifies that __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the     
denomination of this Certificate by the aggregate of the denominations of all   
Certificates of the Class to which this Certificate belongs) in certain monthly 
distributions pursuant to a Trust Agreement dated as of the Cut-off Date        
specified above (the "Agreement"), among GS Mortgage Securities Corp., as       
depositor (the "Depositor") and Deutsche Bank National Trust Company, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

      This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In     
addition, any distribution of the proceeds of any remaining assets of the Trust 
will be made only upon presentment and surrender of this Certificate at the     
offices designated by the Trustee for such purpose.                             

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a transferor 
certificate (in substantially the form attached to the Trust Agreement) and     
deliver either (i) a Rule 144A Letter, in either case substantially in the form 
attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee  
that such transfer may be made pursuant to an exemption, describing the         
applicable exemption and the basis therefor, from the 1933 Act or is being made 
pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the   
transferor.                                                                     

           No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan     
subject to Section 406 of ERISA, Section 4975 of the Code or any materially     
similar provisions of applicable Federal, state or local law ("Similar Law"), or
a person acting on behalf of or investing plan assets of any such plan, which   
representation letter shall not be an expense of the Trustee.                   

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

           ***

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

                                     By:____________________________________

Authenticated:                                                                  

By ____________________________________                                         
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2006-FM1
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2006-FM1 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)unto_______________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
_____________________________________________________________________________.  
Dated:                                                                          

                                        ____________________________________
                                         Signature by or on behalf of assignor

DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________________________,  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number ________, or, if mailed by check, to _________________________.  
Applicable statements should be mailed to ___________________________________,  
_____________________________________________________________________________.  

          This information is provided by__________________________________,
the assignee named above, or_________________________________________________,  
as its agent.                                                                   

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 EXHIBIT C

 FORM OF CLASS C CERTIFICATE

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE     
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED  
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE       
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,   
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING          
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN 
ASSETS OF SUCH A PLAN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT   
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW       
WITHOUT THE REPRESENTATION LETTER SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.                                                 

Certificate No.           :           C-1                                       

Cut-off Date              :           April 1, 2006                             

First Distribution Date   :           May 25, 2006                              
Percentage Interest of                                                          
this Certificate                                                                
("Denomination")          :           [   ]                                     
CUSIP                     :           362334 QA 5                               
ISIN                      :           US362334QA50                              

GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2006-FM1
 Mortgage Pass-Through Certificates, Series 2006-FM1

 Class C

            evidencing a percentage  interest in the distributions  allocable to
the Certificates of the above-referenced Class.         

           This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Trustee or any other party to   
the Agreement referred to below or any of their respective affiliates. Neither  
this Certificate nor the Mortgage Loans are guaranteed or insured by any        
governmental agency or instrumentality.                                         

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Trust Agreement dated as of the Cut-off Date        
specified above (the "Agreement"), among GS Mortgage Securities Corp., as       
depositor (the "Depositor") and Deutsche Bank National Trust Company, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

          This Certificate does not have a Pass-Through Rate and will not be
entitled to any distributions pursuant to the Agreement. The only rights of this
Class under the Agreement is to make a request as set forth in Article IX of the
Agreement.                                                                      

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a transferor 
certificate (in substantially the form attached to the Agreement) and deliver   
either (i) a Rule 144A Letter, in either case substantially in the form attached
to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such 
transfer may be made pursuant to an exemption, describing the applicable        
exemption and the basis therefor, from the 1933 Act or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall be an expense of the transferor.   

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

                                     By:____________________________________
Authenticated:                                                                  

By: ___________________________________                                         
Authorized Signatory of                                                 
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                   
not in its individual capacity,                                         
but solely as Trustee                                                   

GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2006-FM1
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2006-FM1 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee and the other parties to the Agreement.    

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

         The Trustee and the Depositor and any agent of the Trustee or the
Depositor may treat the Person in whose name this Certificate is registered as  
the owner hereof for all purposes, and neither the Depositor, the Trustee, nor  
any such agent shall be affected by any notice to the contrary.                 

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto______________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
______________________________________________________________________________. 

Dated:                                                                          

                                        ____________________________________
                                         Signature by or on behalf of assignor

DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________________________,  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number ________, or, if mailed by check, to _________________________.  
Applicable statements should be mailed to ___________________________________,  
_____________________________________________________________________________.  

          This information is provided by__________________________________,
the assignee named above, or_________________________________________________,  
as its agent.                                                                   

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 EXHIBIT D-1

 FORM OF CLASS R CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN THREE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS   
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE    
CODE OF 1986, AS AMENDED (THE "CODE").                                          

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS  
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING 
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH         
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR     
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.               :       1                                         

Cut-off Date                  :       April 1, 2006                             

First Distribution Date       :       May 25, 2006                              

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")              :       $50                                       

Initial Certificate Balance                                                     
of all Certificates of this                                                     
Class                         :       $50                                       

CUSIP                         :       362334 PX 6                               

ISIN                          :       US362334PX62                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2006-FM1
 Mortgage Pass-Through Certificates, Series 2006-FM1

 Class R

            evidencing a percentage  interest in the distributions  allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R Certificate is not entitled to        
distributions in respect of interest. This Certificate does not evidence an     
obligation of, or an interest in, and is not guaranteed by the Depositor, the   
Trustee or any other party to the Agreement referred to below or any of their   
respective affiliates. Neither this Certificate nor the Mortgage Loans are      
guaranteed or insured by any governmental agency or instrumentality.            

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Trust Agreement, dated as of the Cut-off Date       
specified above (the "Agreement"), among GS Mortgage Securities Corp., as       
depositor (the "Depositor") and Deutsche Bank National Trust Company, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R     
Certificate at the offices designated by the Trustee for such purposes or such  
other location specified in the notice to Certificateholders.                   

     No transfer of a Class R Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

      Each Holder of this Class R Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R Certificate to  
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class R Certificate are         
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class R Certificate shall be a         
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class R Certificate may be registered on the Closing Date or   
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R Certificate shall   
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class R Certificate, (B)
to obtain a Transfer Affidavit from any Person for whom such Person is acting as
nominee, trustee or agent in connection with any Transfer of this Class R       
Certificate, (C) not to cause income with respect to the Class R Certificate to 
be attributable to a foreign permanent establishment or fixed base, within the  
meaning of an applicable income tax treaty, of such Person or any other U.S.    
Person and (D) not to Transfer the Ownership Interest in this Class R           
Certificate or to cause the Transfer of the Ownership Interest in this Class R  
Certificate to any other Person if it has actual knowledge that such Person is  
not a Permitted Transferee and (iv) any attempted or purported Transfer of the  
Ownership Interest in this Class R Certificate in violation of the provisions   
herein shall be absolutely null and void and shall vest no rights in the        
purported Transferee.                                                           

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

                                     By:____________________________________

Authenticated:                                                                  

By:_____________________________________                                        
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2006-FM1
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2006-FM1 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee and the other parties to the Agreement.    

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the month immediately preceding   
the month in which such Distribution Date occurs.                               

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

         The Trustee and the Depositor and any agent of the Trustee or the
Depositor may treat the Person in whose name this Certificate is registered as  
the owner hereof for all purposes, and neither the Depositor, the Trustee, nor  
any such agent shall be affected by any notice to the contrary.                 

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto______________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
______.                                                                         

Dated:                                                                          

                                        ____________________________________
                                         Signature by or on behalf of assignor

DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________________________,  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number ________, or, if mailed by check, to _________________________.  
Applicable statements should be mailed to ___________________________________,  
_____________________________________________________________________________.  

          This information is provided by__________________________________,
the assignee named above, or_________________________________________________,  
as its agent.                                                                   

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 EXHIBIT D-2

FORM OF CLASS RC CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS  
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING 
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH         
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR     
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.               :       1                                         

Cut-off Date                  :       April 1, 2006                             

First Distribution Date       :       May 25, 2006                              

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")              :       $100                                      

Initial Certificate Balances                                                    
of all Certificates of this                                                     
Class                         :       $100                                      

CUSIP                         :       362334 PY 4                               

ISIN                          :       US362334PY46                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2006-FM1
 Mortgage Pass-Through Certificates, Series 2006-FM1

Class RC

            evidencing a percentage  interest in the distributions  allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class RC Certificate is not entitled to       
distributions in respect of interest. This Certificate does not evidence an     
obligation of, or an interest in, and is not guaranteed by the Depositor, the   
Trustee or any other party to the Agreement referred to below or any of their   
respective affiliates. Neither this Certificate nor the Mortgage Loans are      
guaranteed or insured by any governmental agency or instrumentality.            

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Trust Agreement, dated as of the Cut-off Date       
specified above (the "Agreement"), among GS Mortgage Securities Corp., as       
depositor (the "Depositor") and Deutsche Bank National Trust Company, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class RC    
Certificate at the offices designated by the Trustee for such purposes or such  
other location specified in the notice to Certificateholders.                   

      No transfer of a Class RC Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

       Each Holder of this Class RC Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class RC Certificate to 
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class RC Certificate are        
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class RC Certificate shall be a        
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class RC Certificate may be registered on the Closing Date or  
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class RC Certificate shall  
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class RC Certificate,   
(B) to obtain a Transfer Affidavit from any Person for whom such Person is      
acting as nominee, trustee or agent in connection with any Transfer of this     
Class RC Certificate, (C) not to cause income with respect to the Class RC      
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of such Person or  
any other U.S. Person and (D) not to Transfer the Ownership Interest in this    
Class RC Certificate or to cause the Transfer of the Ownership Interest in this 
Class RC Certificate to any other Person if it has actual knowledge that such   
Person is not a Permitted Transferee and (iv) any attempted or purported        
Transfer of the Ownership Interest in this Class RC Certificate in violation of 
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.                                                    

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

                                     By:____________________________________

Authenticated:                                                                  

By:______________________________________                                       
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2006-FM1
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2006-FM1 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto______________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
______.                                                                         

Dated:                                                                          

                                        ____________________________________
                                         Signature by or on behalf of assignor

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DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________________________,  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number ________, or, if mailed by check, to _________________________.  
Applicable statements should be mailed to ___________________________________,  
_____________________________________________________________________________.  

          This information is provided by__________________________________,
the assignee named above, or_________________________________________________,  
as its agent.                                                                   

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 EXHIBIT D-3

FORM OF CLASS RX CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS  
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING 
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH         
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR     
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.               :       1                                         

Cut-off Date                  :       April 1, 2006                             

First Distribution Date       :       May 25, 2006                              

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")              :       $50                                       

Initial Certificate Balances                                                    
of all Certificates of this                                                     
Class                         :       $50                                       

CUSIP                         :       362334 PZ 1                               

ISIN                          :       US362334PZ11                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2006-FM1
 Mortgage Pass-Through Certificates, Series 2006-FM1

Class RX

            evidencing a percentage  interest in the distributions  allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class RX Certificate is not entitled to       
distributions in respect of interest. This Certificate does not evidence an     
obligation of, or an interest in, and is not guaranteed by the Depositor, the   
Trustee or any other party to the Agreement referred to below or any of their   
respective affiliates. Neither this Certificate nor the Mortgage Loans are      
guaranteed or insured by any governmental agency or instrumentality.            

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Trust Agreement, dated as of the Cut-off Date       
specified above (the "Agreement"), among GS Mortgage Securities Corp., as       
depositor (the "Depositor") and Deutsche Bank National Trust Company, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class RX    
Certificate at the offices designated by the Trustee for such purposes or such  
other location specified in the notice to Certificateholders.                   

      No transfer of a Class RX Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

       Each Holder of this Class RX Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class RX Certificate to 
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class RX Certificate are        
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class RX Certificate shall be a        
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class RX Certificate may be registered on the Closing Date or  
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class RX Certificate shall  
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class RX Certificate,   
(B) to obtain a Transfer Affidavit from any Person for whom such Person is      
acting as nominee, trustee or agent in connection with any Transfer of this     
Class RX Certificate, (C) not to cause income with respect to the Class RX      
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of such Person or  
any other U.S. Person and (D) not to Transfer the Ownership Interest in this    
Class RX Certificate or to cause the Transfer of the Ownership Interest in this 
Class RX Certificate to any other Person if it has actual knowledge that such   
Person is not a Permitted Transferee and (iv) any attempted or purported        
Transfer of the Ownership Interest in this Class RX Certificate in violation of 
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.                                                    

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

                                     By:____________________________________

Authenticated:                                                                  

By:_____________________________________                                        
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2006-FM1
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2006-FM1 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto______________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
______________________________________________________________________________  

Dated:                                                                          

                                        ____________________________________
                                         Signature by or on behalf of assignor

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DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________________________,  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number ________, or, if mailed by check, to _________________________.  
Applicable statements should be mailed to ___________________________________,  
_____________________________________________________________________________.  

          This information is provided by__________________________________,
the assignee named above, or_________________________________________________,  
as its agent.                                                                   

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 EXHIBIT E

 FORM OF CLASS X CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS TWO    
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE    
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS.        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE     
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED  
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT 
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE  
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,   
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING          
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN 
ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A         
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND THE
PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL           
SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS 
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT      
SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE SERVICER TO ANY OBLIGATION IN ADDITION
TO THOSE EXPRESSLY UNDERTAKEN IN THE AGREEMENT OR TO ANY LIABILITY.             
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF 
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I 
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION    
LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE     
SHALL BE VOID AND OF NO EFFECT.                                                 

Certificate No.              :        1                                         

Cut-off Date                 :        April 1, 2006                             

First Distribution Date      :        May 25, 2006                              

Percentage Interest of this                                                     
Certificate ("Denomination") :        [__]%                                     

CUSIP                        :        362334 QZ 0                               

ISIN                         :        US362334QZ02                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2006-FM1
 Mortgage Pass-Through Certificates, Series 2006-FM1

 Class X

            evidencing a percentage  interest in the distributions  allocable to
the Certificates of the above-referenced Class.         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class X Certificate has no Certificate Balance
and is not entitled to distributions in respect of principal or interest. This  
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Trustee or any other party to the Agreement    
referred to below or any of their respective affiliates. Neither this           
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.                                                      

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Trust Agreement, dated as of the Cut-off Date       
specified above (the "Agreement"), among GS Mortgage Securities Corp., as       
depositor (the "Depositor") and Deutsche Bank National Trust Company, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class X     
Certificate at the offices designated by the Trustee for such purposes or such  
other location specified in the notice to Certificateholders.                   

     No transfer of a Class X Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the         
transferee of such Certificate, acceptable to and in form and substance         
satisfactory to the Trustee, to the effect that such transferee is not an       
employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or 
arrangement subject to Section 4975 of the Code or a plan subject to Similar    
Law, or a person acting on behalf of any such plan or arrangement nor using the 
assets of any such plan or arrangement to effect such transfer, which           
representation letter shall not be an expense of the Trustee, the Depositor, the
Servicer or the Trust Fund, or (ii) if the Class X Certificate has been the     
subject of an ERISA Qualifying Underwriting and the transferee is an insurance  
company, a representation letter that it is purchasing such Certificates with   
the assets of its general account and that the purchase and holding of such     
Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the
case of a Class X Certificate presented for registration in the name of an      
employee benefit plan subject to ERISA, or a plan or arrangement subject to     
Section 4975 of the Code (or comparable provisions of any subsequent enactments)
or a plan subject to Similar Law, or a trustee of any such plan or any other    
person acting on behalf of any such plan or arrangement or using such plan's or 
arrangement's assets, an Opinion of Counsel satisfactory to the Trustee, which  
Opinion of Counsel shall not be an expense of the Trustee, the Depositor, the   
Servicer or the Trust Fund, addressed to the Trustee, to the effect that the    
purchase or holding of such Certificate will not constitute or result in a      
non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of  
the Code or any Similar Law and will not subject the Trustee, the Depositor or  
the Servicer to any obligation in addition to those expressly undertaken in the 
Agreement or to any liability. In the event that such representation is         
violated, or any attempt is made to transfer to a plan or arrangement subject to
Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan    
subject to Similar Law, or a person acting on behalf of any such plan or        
arrangement or using the assets of any such plan or arrangement, such attempted 
transfer or acquisition shall be void and of no effect.                         

      Each Holder of this Class X Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class X Certificate to  
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class X Certificate are         
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class X Certificate shall be a         
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class X Certificate may be registered on the Closing Date or   
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit I to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class X Certificate shall   
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class X Certificate, (B)
to obtain a Transfer Affidavit from any Person for whom such Person is acting as
nominee, trustee or agent in connection with any Transfer of this Class X       
Certificate, (C) not to cause income with respect to the Class X Certificate to 
be attributable to a foreign permanent establishment or fixed base, within the  
meaning of an applicable income tax treaty, of such Person or any other U.S.    
Person and (D) not to Transfer the Ownership Interest in this Class X           
Certificate or to cause the Transfer of the Ownership Interest in this Class X  
Certificate to any other Person if it has actual knowledge that such Person is  
not a Permitted Transferee and (iv) any attempted or purported Transfer of the  
Ownership Interest in this Class X Certificate in violation of the provisions   
herein shall be absolutely null and void and shall vest no rights in the        
purported Transferee.                                                           

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity,
                         but solely as Trustee

                                     By:____________________________________

Authenticated:                                                                  

By:_____________________________________                                        
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2006-FM1
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2006-FM1 Mortgage Pass-Through Certificates, of the   
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

        This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

           Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date for each           
Distribution Date is the last Business Day of the applicable Interest Accrual   
Period for the related Distribution Date; provided, however, that for any       
Definitive Certificates, the Record Date shall be the last Business Day of the  
month immediately preceding the month of such Distribution Date (or if such day 
is not a Business Day, on the immediately preceding Business Day).              

           Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days prior 
to the related Record Date and such Certificateholder shall satisfy the         
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final distribution 
on each Certificate will be made in like manner, but only upon presentment and  
surrender of such Certificate at the offices designated by the Trustee for such 
purposes or such other location specified in the notice to Certificateholders of
such final distribution.                                                        

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders  
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes or such other location specified in the notice to Certificateholders,  
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new     
Certificates of the same Class in authorized denominations and evidencing the   
same aggregate Percentage Interest in the Trust Fund will be issued to the      
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

        The Depositor, the Servicer and the Trustee and any agent of the
Depositor or the Trustee may treat the Person in whose name this Certificate is 
registered as the owner hereof for all purposes, and neither the Depositor, the 
Trustee, nor any such agent shall be affected by any notice to the contrary.    

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto______________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           
______________________________________________________________________________. 

Dated:______                                                                    

                                        ____________________________________
                                         Signature by or on behalf of assignor

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DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________________________,  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number ________, or, if mailed by check, to _________________________.  
Applicable statements should be mailed to ___________________________________,  
_____________________________________________________________________________.  

          This information is provided by__________________________________,
the assignee named above, or_________________________________________________,  
as its agent.                                                                   

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 EXHIBIT F

FORM OF INITIAL CERTIFICATION OF TRUSTEE

[date]

[Depositor]                                                                     

[Servicer]                                                                      

[Originator]                                                                    

_____________________                                                           
_____________________                                                           

        Re:  Trust Agreement, dated as of April 1, 2006, between GS Mortgage
       Securities Corp. and Deutsche Bank National Trust Company

Ladies and Gentlemen:                                                           

Gentlemen:                                                                      

    (a) In accordance with Section 2.02 of the above-captioned Trust
  Agreement (the "Trust Agreement"), the undersigned, as Trustee, for each
     Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
    Loan listed in the attached schedule of exceptions), certifies that it has
received:                                                             

         (A) the original Mortgage Note, endorsed as provided in the following
form: "Pay to the order of ________, without recourse"; and           

     (B) except with respect to each MERS Designated Mortgage Loan, an
executed Assignment of Mortgage (which may be included in a blanket   
assignment or assignments).                                           

        Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Trust Agreement. The Trustee makes no representations as to: (i) the validity,  
legality, sufficiency, enforceability, recordability or genuineness of any of   
the documents contained in each Mortgage File of any of the Mortgage Loans      
identified on the Mortgage Loan Schedule, or (ii) the collectibility,           
insurability, effectiveness or suitability of any such Mortgage Loan or the     
perfection or priority of any Mortgage. Notwithstanding anything herein to the  
contrary, the Trustee has made no determination and makes no representations as 
to whether (i) any endorsement is sufficient to transfer all right, title and   
interest of the party so endorsing, as Noteholder or assignee thereof, in and to
that Mortgage Note or (ii) any assignment is in recordable form or sufficient to
effect the assignment of and transfer to the assignee thereof, under the        
Mortgage to which the assignment relates.                                       

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement.                               

                          DEUTSCHE BANK NATIONAL TRUST
                       COMPANY, as Trustee

                                     By:____________________________________
                                     Name:__________________________________
                                     Title:_________________________________

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 EXHIBIT G

FORM OF DOCUMENT CERTIFICATION
 AND EXCEPTION REPORT OF TRUSTEE

[date]

[Depositor]                                                                     

[Servicer]                                                                      

[Originator]                                                                    

_____________________                                                           
_____________________                                                           

            Re:  Trust Agreement, dated as of April 1, 2006, between GS Mortgage
           Securities Corp. and Deutsche Bank National Trust Company

Ladies and Gentlemen:                                                           

    In accordance with Section 2.02 of the above-captioned Trust
Agreement (the "Trust Agreement"), the undersigned, as Trustee, hereby certifies
that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than  
any Mortgage Loan paid in full or listed on the attached Document Exception     
Report) it has received:                                                        

        (A) The original Mortgage Note, endorsed in the form provided in
Section 2.01 of the Trust Agreement, with all intervening endorsements showing a
complete chain of endorsement from the originator to the last endorsee.         

       (B) The original recorded Mortgage or a certified copy thereof.

         (C) Except with respect to each MERS Designated Mortgage Loan, an
executed Assignment of Mortgage endorsed in blank in the form provided in       
Section 2.01 of the Trust Agreement; or, if the Trustee has actual knowledge    
that the related Mortgage has not been returned from the applicable recording   
office, a copy of the Assignment of Mortgage (excluding information to be       
provided by the recording office).                                              

          (D) Except with respect to each MERS Designated Mortgage Loan, the
original or duplicate original recorded assignment or assignments of the        
Mortgage endorsed in blank showing a complete chain of assignment from the      
originator to the last endorsee.                                                

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

        Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such  
Mortgage Loan, and (b) the information set forth in items 1, 2 and 13 of the    
Mortgage Loan Schedule and the Data Tape Information accurately reflects        
information set forth in the Custodial File.                                    

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review of the Custodial File         
specifically required in the Trust Agreement. The Trustee makes no              
representations as to: (i) the validity, legality, sufficiency, enforceability, 
recordability or genuineness of any of the documents contained in each Mortgage 
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or  
(ii) the collectibility, insurability, effectiveness or suitability of any such 
Mortgage Loan or the perfection or priority of any Mortgage. Notwithstanding    
anything herein to the contrary, the Trustee has made no determination and makes
no representations as to whether (i) any endorsement is sufficient to transfer  
all right, title and interest of the party so endorsing, as Noteholder or       
assignee thereof, in and to that Mortgage Note or (ii) any assignment is in     
recordable form or sufficient to effect the assignment of and transfer to the   
assignee thereof, under the Mortgage to which the assignment relates.           

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement.                               

                          DEUTSCHE BANK NATIONAL TRUST
                       COMPANY, as Trustee

                                     By:____________________________________
                                     Name:__________________________________
                                     Title:_________________________________

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 EXHIBIT H

 RESIDUAL TRANSFER AFFIDAVIT

GSAMP Equity Trust 2006-FM1,
 Mortgage Pass-Through Certificates, Series 2006-FM1

STATE OF                )                                                       
) ss.:                          
COUNTY OF               )                                                       

    The undersigned, being first duly sworn, deposes and says as
follows:                                                                        

    1. The undersigned is an officer of ___________________, the
proposed Transferee of an Ownership Interest in a Residual Certificate (the     
"Certificate") issued pursuant to the Trust Agreement (the "Agreement"), between
GS Mortgage Securities Corp. (the "Depositor") and Deutsche Bank National Trust 
Company (the "Trustee"). Capitalized terms used, but not defined herein, shall  
have the meanings ascribed to such terms in the Agreement. The Transferee has   
authorized the undersigned to make this affidavit on behalf of the Transferee   
for the benefit of the Depositor and the Trustee.                               

           2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its   
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.                                     

         3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not     
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such Transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that 
such subsequent Transferee is a Permitted Transferee and, at the time of        
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

         4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any    
time during the taxable year of the pass-through entity a Person that is not a  
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this   
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,   
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another     
Person.)                                                                        

           5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement and understands the legal consequences of the acquisition of an   
Ownership Interest in the Certificate including, without limitation, the        
restrictions on subsequent Transfers and the provisions regarding voiding the   
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the          
restrictions noted on the face of the Certificate. The Transferee understands   
and agrees that any breach of any of the representations included herein shall  
render the Transfer to the Transferee contemplated hereby null and void.        

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the       
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit I to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.                           

           7. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands   
that the taxes payable with respect to the Certificate may exceed the cash flow 
with respect thereto in some or all periods and intends to pay such taxes as    
they become due. The Transferee does not have the intention to impede the       
assessment or collection of any tax legally required to be paid with respect to 
the Certificate.                                                                

         8. The Transferee's taxpayer identification number is __________.

     9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30) and the Agreement.                                                  

 10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury         
regulations promulgated pursuant to the Code and that the transferor of a       
noneconomic residual interest will remain liable for any taxes due with respect 
to the income on such residual interest, unless no significant purpose of the   
transfer was to impede the assessment or collection of tax.                     

           11. The Transferee will not cause income from the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the     
meaning of an applicable income tax treaty, of the Transferee or any other U.S. 
Person.                                                                         

12. Check one of the following:                         

            The present value of the anticipated tax liabilities associated with
holding the Certificate, as applicable, does not exceed the sum of:             

          (i) the present value of any consideration given to the Transferee
to acquire such Certificate;                                                    

           (ii) the present value of the expected future distributions on such
Certificate; and                                                                

         (iii) the present value of the anticipated tax savings associated
with holding such Certificate as the related REMIC generates losses.            

          For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code    
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the 
highest rate specified in Section 11(b) of the Code if the Transferee has been  
subject to the alternative minimum tax under Section 55 of the Code in the      
preceding two years and will compute its taxable income in the current taxable  
year using the alternative minimum tax rate) and (ii) present values are        
computed using a discount rate equal to the short-term Federal rate prescribed  
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.                                                  

   The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,                   

           (i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the     
Certificate will only be taxed in the United States;                            

 (ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any obligation of a
person related to the Transferee within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess  
of $10 million;                                                                 

          (iii) the Transferee will transfer the Certificate only to another
"eligible corporation," as defined in U.S. Treasury Regulations Section         
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 
1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S.        
Treasury Regulations; and                                                       

      (iv) the Transferee determined the consideration paid to it to
acquire the Certificate based on reasonable market assumptions (including, but  
not limited to, borrowing and investment rates, prepayment and loss assumptions,
expense and reinvestment assumptions, tax rates and other factors specific to   
the Transferee) that it has determined in good faith.                           

None of the above.                                  

          13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a  
plan subject to any federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting  
on behalf of or investing plan assets of such a plan.                           

           IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its 
duly authorized officer and its corporate seal to be hereunto affixed, duly     
attested, this____ day of____, 20____.                                          

                      Print Name of Transferee

                                     By:____________________________________
         Name:
          Title:

[Corporate Seal]                                                                

ATTEST:                                                                         

_______________________________________                                         
[Assistant] Secretary                                                           

          Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to 
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.           

   Subscribed and sworn before me this____ day of____, 20____.

                                     _______________________________________
                                         NOTARY PUBLIC

                              My Commission expires the __ day
                of _________, 20__

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 EXHIBIT I

FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention:                                                                      

Deutsche Bank National Trust Company,                                           
as Trustee,                                                                     
1761 East St. Andrew Place                                                      
Santa Ana, California 92705                                                     

Re:     GSAMP Trust 2006-FM1, Mortgage Pass-Through     
  Certificates Series 2006-FM1, Class [__]__

Ladies and Gentlemen:                                                           

       In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered   
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the 
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated    
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and 
(c) to the extent we are disposing of a Residual Certificate, (A) we have no    
knowledge the Transferee is not a Permitted Transferee and (B) after conducting 
a reasonable investigation of the financial condition of the Transferee, we have
no knowledge and no reason to believe that the Transferee will not pay all taxes
with respect to the Residual Certificates as they become due and (C) we have no 
reason to believe that the statements made in paragraphs 7, 10 and 11 of the    
Transferee's Residual Transfer Affidavit are false.                             

 Very truly yours,

                    ____________________________________
        Print Name of Transferor

                    By:_________________________________
                Authorized Officer

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 EXHIBIT J

FORM OF RULE 144A LETTER

                                                              ____________, 20__

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention:                                                                      

Deutsche Bank National Trust Company,                                           
as Trustee,                                                                     
1761 East St. Andrew Place                                                      
Santa Ana, California 92705                                                     

                   Re:     GSAMP Trust 2006-FM1, Mortgage Pass-Through
                           Certificates Series 2006-FM1, Class [__]___

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is exempt 
from the registration requirements of the Act and any such laws, (b) we have    
such knowledge and experience in financial and business matters that we are     
capable of evaluating the merits and risks of investments in the Certificates,  
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating  
thereto or any additional information deemed necessary to our decision to       
purchase the Certificates, (d) either we are not an employee benefit plan that  
is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of  
the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to
any federal, state or local law materially similar to the foregoing provisions  
of ERISA or the Code, nor are we acting on behalf of any such plan or           
arrangement nor using the assets of any such plan or arrangement to effect such 
acquisition or, with respect to a Class B-3, Class B-4 or Class X Certificate,  
the purchaser is an insurance company that is purchasing this certificate with  
funds contained in an "insurance company general account" (as such term is      
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE  
95-60")) and the purchase and holding of such Certificates are covered under    
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our 
behalf offered, transferred, pledged, sold or otherwise disposed of the         
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition 
of the Certificates, any interest in the Certificates or any other similar      
security from, or otherwise approached or negotiated with respect to the        
Certificates, any interest in the Certificates or any other similar security    
with, any person in any manner, or made any general solicitation by means of    
general advertising or in any other manner, or taken any other action, that     
would constitute a distribution of the Certificates under the Securities Act or 
that would render the disposition of the Certificates a violation of Section 5  
of the Securities Act or require registration pursuant thereto, nor will act,   
nor has authorized or will authorize any person to act, in such manner with     
respect to the Certificates and (f) we are a "qualified institutional buyer" as 
that term is defined in Rule 144A under the Securities Act and have completed   
either of the forms of certification to that effect attached hereto as Annex 1  
or Annex 2. We are aware that the sale to us is being made in reliance on Rule  
144A. We are acquiring the Certificates for our own account or for resale       
pursuant to Rule 144A and further, we understand that such Certificates may be  
resold, pledged or transferred only (i) to a person reasonably believed to be a 
qualified institutional buyer that purchases for its own account or for the     
account of a qualified institutional buyer to whom notice is given that the     
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)      
pursuant to another exemption from registration under the Securities Act.       

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                                                            ANNEX 1 TO EXHIBIT J

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the      
Buyer.                                                                          

    2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned   
and/or invested on a discretionary basis $ (1) in securities (except for the    
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year (such amount being calculated in accordance with Rule 144A and (ii) 
the Buyer satisfies the criteria in the category marked below.                  

        ____  Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or
                 charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.  

           ____  Bank. The Buyer (a) is a national bank or banking institution
           organized under the laws of any State, territory or the
                District of Columbia, the business of which is substantially
         confined to banking and is supervised by the State or
              territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited
            net worth of at least $25,000,000 as demonstrated in its
          latest annual financial statements, a copy of which is
attached hereto.                            

   ____  Savings and Loan. The Buyer (a) is a savings and loan
                 association, building and loan association, cooperative bank,
          homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                 and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
              its latest annual financial statements, a copy of which is
attached hereto.                            

         ____  Broker-dealer. The Buyer is a dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934.

        ____  Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by insurance
                  companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State,
territory or the District of Columbia.      

      ____  State or Local Plan. The Buyer is a plan established and
             maintained by a State, its political subdivisions, or any
           agency or instrumentality of the State or its political
   subdivisions, for the benefit of its employees.

          ____  ERISA Plan. The Buyer is an employee benefit plan within the
                 meaning of Title I of the Employee Retirement Income Security
Act of 1974.                                

    ____  Investment Advisor. The Buyer is an investment advisor
         registered under the Investment Advisors Act of 1940.

          ____  Small Business Investment Company. Buyer is a small business
          investment company licensed by the U.S. Small Business
           Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.            

           ____  Business Development Company. Buyer is a business development
              company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940.                       

    3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that  
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any              
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,   
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but 
subject to a repurchase agreement and (viii) currency, interest rate and        
commodity swaps.                                                                

         4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the 
cost of such securities to the Buyer and did not include any of the securities  
referred to in the preceding paragraph, except (i) where the Buyer reports its  
securities holdings in its financial statements on the basis of their market    
value, and (ii) no current information with respect to the cost of those        
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate  
amount, the Buyer may have included securities owned by subsidiaries of the     
Buyer, but only if such subsidiaries are consolidated with the Buyer in its     
financial statements prepared in accordance with generally accepted accounting  
principles and if the investments of such subsidiaries are managed under the    
Buyer's direction. However, such securities were not included if the Buyer is a 
majority-owned, consolidated subsidiary of another enterprise and the Buyer is  
not itself a reporting company under the Securities Exchange Act of 1934, as    
amended.                                                                        

        5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates 
are relying and will continue to rely on the statements made herein because one 
or more sales to the Buyer may be in reliance on Rule 144A.                     

            6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any      
changes in the information and conclusions herein. Until such notice is given,  
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a   
bank or savings and loan is provided above, the Buyer agrees that it will       
furnish to such parties updated annual financial statements promptly after they 
become available.                                                               

                                     _______________________________________
                      Print Name of Transferee

                                     By:____________________________________
 Name:
Title:

                                     Date:__________________________________

--------                                                                        
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000 
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.             

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                                                            ANNEX 2 TO EXHIBIT J

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That Are Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a   
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a    
Family of Investment Companies (as defined below), is such an officer of the    
Adviser.                                                                        

           2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an    
investment company registered under the Investment Company Act of 1940, as      
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of     
Investment Companies, owned at least $100,000,000 in securities (other than the 
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year. For purposes of determining the amount of securities owned by the  
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment        
Companies reports its securities holdings in its financial statements on the    
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding    
sentence applies, the securities may be valued at market.                       

      ____  The Buyer owned $ in securities (other than the excluded
              securities referred to below) as of the end of the Buyer's
            most recent fiscal year (such amount being calculated in
accordance with Rule 144A).                 

   ____  The Buyer is part of a Family of Investment Companies
                which owned in the aggregate $ in securities (other than the
               excluded securities referred to below) as of the end of the
                 Buyer's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).              

         3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the   
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment  
adviser is a majority owned subsidiary of the other).                           

    4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the     
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by 
the U.S. or any instrumentality thereof, (iii) bank deposit notes and           
certificates of deposit, (iv) loan participations, (v) repurchase agreements,   
(vi) securities owned but subject to a repurchase agreement and (vii) currency, 
interest rate and commodity swaps.                                              

        5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates are relying and will continue to rely on the statements   
made herein because one or more sales to the Buyer will be in reliance on Rule  
144A. In addition, the Buyer will only purchase for the Buyer's own account.    

          6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which 
this certification relates of any changes in the information and conclusions    
herein. Until such notice is given, the Buyer's purchase of the Certificates    
will constitute a reaffirmation of this certification by the undersigned as of  
the date of such purchase.                                                      

                                     _______________________________________
                      Print Name of Transferee

                                     By:____________________________________
           Name:
            Title:

          IF AN ADVISER:

                                     _______________________________________
                 Print Name of Buyer

                                     Date:__________________________________

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 EXHIBIT K

 FORM OF INVESTMENT LETTER (NON-RULE 144A)

                         _____________________
      Date

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention: Kevin Gasvoda                                                        

Deutsche Bank National Trust Company                                            
1761 East St.Andrew Place                                                       
Santa Ana, California 92705                                                     

       Re:   GSAMP Trust 2006-FM1, Mortgage Pass-Through Certificates,
Series 2006-FM1, Class B [_]                

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is exempt 
from the registration requirements of the Act and any such laws, (b) we are an  
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2), 
(3) or (7) of Regulation D under the Act, and have such knowledge and experience
in financial and business matters that we are capable of evaluating the merits  
and risks of investments in the Certificates, (c) we have had the opportunity to
ask questions of and receive answers from the Depositor concerning the purchase 
of the Certificates and all matters relating thereto or any additional          
information deemed necessary to our decision to purchase the Certificates, (d)  
either we are not an employee benefit plan that is subject to Title I of the    
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan
or arrangement that is subject to Section 4975 of the Internal Revenue Code of  
1986, as amended (the "Code") or a plan subject to any federal, state or local  
law materially similar to the foregoing provisions of ERISA or the Code, nor are
we acting on behalf of any such plan or arrangement nor using the assets of any 
such plan or arrangement to effect such acquisition, or, with respect to a Class
B-3, Class B-4 or Class X Certificate, the purchaser is an insurance company    
that is purchasing this certificate with funds contained in an "insurance       
company general account" (as such term is defined in Section V(e) of Prohibited 
Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding  
of such Certificates are covered under Sections I and III of PTCE 95-60, (e) we 
are acquiring the Certificates for investment for our own account and not with a
view to any distribution of such Certificates (but without prejudice to our     
right at all times to sell or otherwise dispose of the Certificates in          
accordance with clause (g) below), (f) we have not offered or sold any          
Certificates to, or solicited offers to buy any Certificates from, any person,  
or otherwise approached or negotiated with any person with respect thereto, or  
taken any other action which would result in a violation of Section 5 of the    
Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates
unless (1) such sale, transfer or other disposition is made pursuant to an      
effective registration statement under the Act or is exempt from such           
registration requirements, and if requested, we will at our expense provide an  
opinion of counsel satisfactory to the addressees of this Certificate that such 
sale, transfer or other disposition may be made pursuant to an exemption from   
the Act, (2) the purchaser or transferee of such Certificate has executed and   
delivered to you a certificate to substantially the same effect as this         
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Trust Agreement.                       

                                     _______________________________________
                      Print Name of Transferee

                                       By:____________________________________
             Name:
              Title:

                                      Date:_________________________________

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 EXHIBIT L

FORM CERTIFICATION TO BE
 PROVIDED WITH FORM 10-K

Re:   GSAMP Trust 2006-FM1 (the "Trust") Mortgage Pass-Through      
   Certificates, Series 2006-FM1, issued pursuant to the Trust
     Agreement, dated as of April 1, 2006 (the "Trust Agreement"),
            between GS Mortgage Securities Corp., as depositor (the "Depositor")
            and Deutsche Bank National Trust Company, as trustee (the "Trustee")

I, [identify the certifying individual], certify that:                          

   7. I have reviewed this annual report on Form 10-K ("Annual
Report"), and all reports on Form 10-D (collectively with this Annual Report,   
the "Reports") required to be filed in respect of period covered by this Annual 
Report, of the Trust;                                                           

(1)   Based on my knowledge, the Reports, taken as a whole, do not contain any  
untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
covered by this Annual Report;                                      

(2)   Based on my knowledge, all of the distribution, servicing and other       
      information required to be provided under Form 10-D for the period covered
by this Annual Report is included in the Reports;                   

(3)   Based on my knowledge and the compliance statements required in this      
      Annual Report under Item 1123 of Regulation AB, and except as disclosed in
   the Reports, the Servicer has fulfilled its obligations under the Trust
Agreement in all material respects; and                             

(4)   All of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on    
    assessment of compliance with servicing criteria required to be included
   in this Annual Report in accordance with Item 1122 of Regulation AB and
    Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to
    this Annual Report, except as otherwise disclosed in this Annual Report.
   Any material instances of non-compliance described in such reports have
been disclosed in this Annual Report.                               

In giving the certifications above, I have reasonably relied on information     
provided to me by the following unaffiliated parties: the Trustee and the       
Servicer.                                                                       

Date: _________________________                                                 
_______________________________                                                 
[Signature]                                                                     
[Title]                                                                         

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 EXHIBIT M

 FORM OF TRUSTEE CERTIFICATION TO BE PROVIDED TO DEPOSITOR

Re:   GSAMP Trust 2006-FM1 (the "Trust") Mortgage Pass-Through      
   Certificates, Series 2006-FM1, issued pursuant to the Trust
     Agreement, dated as of April 1, 2006 (the "Trust Agreement"),
between GS Mortgage Securities Corp., as depositor (the 
          "Depositor"), and Deutsche Bank National Trust Company, as trustee
(the "Trustee")                                         

        The Trustee hereby certifies to the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely 
upon this certification, that:                                                  

        1. I have reviewed the annual report on Form 10-K for the fiscal
year [___] (the "Annual Report"), and all reports on Form 10-D required to be   
filed in respect of period covered by the Annual Report (collectively with the  
Annual Report, the "Reports"), of the Trust;                                    

         2. To my knowledge, the Reports, taken as a whole, do not contain
any untrue statement of a material fact or omit to state a material fact        
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by 
the Annual Report, it being understood that the Trustee is not responsible for  
verifying the accuracy or completeness of information in the Reports (a)        
provided by Persons other than the Trustee or any Subcontractor utilized by the 
Trustee or (b) relating to Persons other than the Trustee or any Subcontractor  
utilized by the Trustee as to which a Responsible Officer of the Trustee does   
not have actual knowledge;                                                      

     3. To my knowledge, the distribution or servicing information
required to be provided to the Trustee by the Servicer under the Trust Agreement
for inclusion in the Reports is included in the Reports; and                    

         4. The report on assessment of compliance with servicing criteria
for asset-backed securities applicable to the Trustee and each Subcontractor    
utilized by the Trustee and their related attestation reports on assessment of  
compliance with servicing criteria applicable to it required to be included in  
the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.   
Any material instances of non-compliance are described in such report and have  
been disclosed in the Annual Report.                                            

Date: _________________________                                                 
DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE                                

By:    _______________________________
Name:  _______________________________
Title: _______________________________

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 EXHIBIT N

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Trustee] and [each         
Subcontractor] shall address, at a minimum, the criteria identified as below as 
"Applicable Servicing Criteria." The responsibilities set forth herein may be   
amended without amending the Trust Agreement if upon mutual agreement between   
the applicable party requesting such amendment and the Depositor.               

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------- ------------------------------
                                     SERVICING CRITERIA                         APPLICABLE SERVICING CRITERIA 
------------------------------------------------------------------------------- ------------------------------
   Reference                                Criteria                                                          
----------------- ------------------------------------------------------------- ------------------------------
                                General Servicing Considerations                                              
----------------- ------------------------------------------------------------- ------------------------------
                                                                                                              
1122(d)(1)(i)     Policies and procedures are instituted to monitor any               Trustee/Servicer        
                  performance or other triggers and events of default in                                      
                  accordance with the transaction agreements.                                                 
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(1)(ii)    If any material servicing activities are outsourced to              Trustee/Servicer        
                  third parties, policies and procedures are instituted to                                    
                  monitor the third party's performance and compliance with                                   
                  such servicing activities.                                                                  
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain                 N/A              
                  a back-up servicer for the mortgage loans are maintained.                                   
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in                   Servicer            
                  effect on the party participating in the servicing function                                 
                  throughout the reporting period in the amount of coverage                                   
                  required by and otherwise in accordance with the terms of                                   
                  the transaction agreements.                                                                 
----------------- ------------------------------------------------------------- ------------------------------
                               Cash Collection and Administration                                             
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(2)(i)     Payments on mortgage loans are deposited into the                       Servicer            
                  appropriate custodial bank accounts and related bank                                        
                  clearing accounts no more than two business days following                                  
                  receipt, or such other number of days specified in the                                      
                  transaction agreements.                                                                     
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an                Servicer/Trustee        
                  obligor or to an investor are made only by authorized                                       
                  personnel.                                                                                  
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash             Servicer            
                  flows or distributions, and any interest or other fees                                      
                  charged for such advances, are made, reviewed and approved                                  
                  as specified in the transaction agreements.                                                 
----------------- ------------------------------------------------------------- ------------------------------
                  The related accounts for the transaction, such as cash reserve      Servicer/Trustee        
                  accounts or accounts established as a form of                                               
                  overcollateralization, are separately maintained (e.g., with                                
                  respect to commingling of cash) as set forth in the                                         
1122(d)(2)(iv)    transaction agreements.                                                                     
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(2)(v)     Each custodial account is maintained at a federally insured         Servicer/Trustee        
                  depository institution as set forth in the transaction                                      
                  agreements. For purposes of this criterion, "federally                                      
                  insured depository institution" with respect to a foreign                                   
                  financial institution means a foreign financial institution                                 
                  that meets the requirements of Rule 13k-1(b)(1) of the                                      
                  Securities Exchange Act.                                                                    
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent                    Servicer/Trustee        
                  unauthorized access.                                                                        
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all             Servicer/Trustee        
                  asset-backed securities related bank accounts, including                                    
                  custodial accounts and related bank clearing accounts.                                      
                  These reconciliations are (A) mathematically accurate; (B)                                  
                  prepared within 30 calendar days after the bank statement                                   
                  cutoff date, or such other number of days specified in the                                  
                  transaction agreements; (C) reviewed and approved by                                        
                  someone other than the person who prepared the                                              
                  reconciliation; and (D) contain explanations for                                            
                  reconciling items. These reconciling items are resolved                                     
                  within 90 calendar days of their original identification,                                   
                  or such other number of days specified in the transaction                                   
                  agreements.                                                                                 
----------------- ------------------------------------------------------------- ------------------------------
                               Investor Remittances and Reporting                                             
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(3)(i)     Reports to investors, including those to be filed with the          Trustee/Servicer        
                  Commission, are maintained in accordance with the                                           
                  transaction agreements and applicable Commission                                            
                  requirements. Specifically, such reports (A) are prepared                                   
                  in accordance with timeframes and other terms set forth in                                  
                  the transaction agreements; (B) provide information                                         
                  calculated in accordance with the terms specified in the                                    
                  transaction agreements; (C) are filed with the Commission                                   
                  as required by its rules and regulations; and (D) agree                                     
                  with investors' or the trustee's records as to the total                                    
                  unpaid principal balance and number of mortgage loans                                       
                  serviced by the Servicer.                                                                   
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in              Trustee/Servicer        
                  Trustee/Servicer accordance with timeframes, distribution                                   
                  priority and other terms set forth in the transaction                                       
                  agreements.                                                                                 
----------------- ------------------------------------------------------------- ------------------------------
                  Disbursements made to an investor are posted within two             Trustee/Servicer        
                  business days to the Servicer's investor records, or such                                   
                  other number of days specified in the transaction                                           
1122(d)(3)(iii)   agreements.                                                                                 
----------------- ------------------------------------------------------------- ------------------------------
                  Amounts remitted to investors per the investor reports agree        Trustee/Servicer        
                  with cancelled checks, or other form of payment, or                                         
1122(d)(3)(iv)    custodial bank statements.                                                                  
----------------- ------------------------------------------------------------- ------------------------------
                                   Pool Asset Administration                                                  
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(i)      Collateral or security on mortgage loans is maintained as          Trustee/Servicer        
                  required by the transaction agreements or related mortgage                                  
                  loan documents.                                                                             
----------------- ------------------------------------------------------------- ------------------------------
                  Mortgage loan and related documents are safeguarded as              Trustee/Servicer        
1122(d)(4)(ii)    required by the transaction agreements                                                      
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool          Trustee/Servicer        
                  are made, reviewed and approved in accordance with any                                      
                  conditions or requirements in the transaction agreements.                                   
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs, made in              Servicer            
                  accordance with the related mortgage loan documents are                                     
                  posted to the Servicer's obligor records maintained no more                                 
                  than two business days after receipt, or such other number                                  
                  of days specified in the transaction agreements, and                                        
                  allocated to principal, interest or other items (e.g.,                                      
                  escrow) in accordance with the related mortgage loan                                        
                  documents.                                                                                  
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(v)     The Servicer's records regarding the mortgage loans agree               Servicer            
                  with the Servicer's records with respect to an obligor's                                    
                  unpaid principal balance.                                                                   
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's             Servicer            
                  mortgage loans (e.g., loan modifications or re-agings) are                                  
                  made, reviewed and approved by authorized personnel in                                      
                  accordance with the transaction agreements and related pool                                 
                  asset documents.                                                                            
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance                  Servicer            
                  plans, modifications and deeds in lieu of foreclosure,                                      
                  foreclosures and repossessions, as applicable) are                                          
                  initiated, conducted and concluded in accordance with the                                   
                  timeframes or other requirements established by the                                         
                  transaction agreements.                                                                     
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(viii)  Records documenting collection efforts are maintained                   Servicer            
                  during the period a mortgage loan is delinquent in                                          
                  accordance with the transaction agreements. Such records                                    
                  are maintained on at least a monthly basis, or such other                                   
                  period specified in the transaction agreements, and                                         
                  describe the entity's activities in monitoring delinquent                                   
                  mortgage loans including, for example, phone calls, letters                                 
                  and payment rescheduling plans in cases where delinquency                                   
                  is deemed temporary (e.g., illness or unemployment).                                        
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for                    Servicer            
                  mortgage loans with variable rates are computed based on                                    
                  the related mortgage loan documents.                                                        
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such as               Servicer            
                  escrow accounts): (A) such funds are analyzed, in                                           
                  accordance with the obligor's mortgage loan documents, on                                   
                  at least an annual basis, or such other period specified in                                 
                  the transaction agreements; (B) interest on such funds is                                   
                  paid, or credited, to obligors in accordance with                                           
                  applicable mortgage loan documents and state laws; and (C)                                  
                  such funds are returned to the obligor within 30 calendar                                   
                  days of full repayment of the related mortgage loans, or                                    
                  such other number of days specified in the transaction                                      
                  agreements.                                                                                 
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or                   Servicer            
                  insurance payments) are made on or before the related                                       
                  penalty or expiration dates, as indicated on the                                            
                  appropriate bills or notices for such payments, provided                                    
                  that such support has been received by the servicer at                                      
                  least 30 calendar days prior to these dates, or such other                                  
                  number of days specified in the transaction agreements.                                     
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(xii)   Any late payment penalties in connection with any payment               Servicer            
                  to be made on behalf of an obligor are paid from the                                        
                  servicer's funds and not charged to the obligor, unless the                                 
                  late payment was due to the obligor's error or omission.                                    
----------------- ------------------------------------------------------------- ------------------------------
                  Disbursements made on behalf of an obligor are posted within                                
                  two business days to the obligor's records maintained by the                                
                  servicer, or such other number of days                                                      

1122(d)(4)(xiii)  specified in the transaction agreements.                                Servicer            
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(xiv)    Delinquencies, charge-offs and uncollectible accounts are              Servicer            
                  recognized and recorded in accordance with the transaction                                  
                  agreements.                                                                                 
----------------- ------------------------------------------------------------- ------------------------------
1122(d)(4)(xv)    Any external enhancement or other support, identified in                 Trustee            
                  Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,                                  
                  is maintained as set forth in the transaction agreements.                                   
----------------- ------------------------------------------------------------- ------------------------------

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 EXHIBIT O

FREMONT PURCHASE AGREEMENT

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

AMENDED AND RESTATED

FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT

 GOLDMAN SACHS MORTGAGE COMPANY,

 Purchaser

 and

 FREMONT INVESTMENT & LOAN

Seller

 Dated as of January 1, 2006

 Conventional Fixed and Adjustable Rate Residential Mortgage Loans

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

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 TABLE OF CONTENTS

                                                                        Page

SECTION 1.            DEFINITIONS.............................................. 

SECTION 2.            AGREEMENT TO PURCHASE.................................... 

SECTION 3.            MORTGAGE SCHEDULES....................................... 

SECTION 4.            PURCHASE PRICE........................................... 

SECTION 5.            EXAMINATION OF MORTGAGE FILES............................ 

SECTION 6.            CONVEYANCE FROM SELLER TO PURCHASER...................... 

   Subsection 6.01       Conveyance of Mortgage Loans.........................

   Subsection 6.02       Books and Records....................................

   Subsection 6.03       Delivery of Mortgage Loan Documents..................

   Subsection 6.04       Quality Control Procedures...........................

SECTION 7.    SERVICING OF THE MORTGAGE LOANS.................................. 

SECTION 8.    TRANSFER OF SERVICING............................................ 

SECTION 9.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER; REMEDIES 
             FOR BREACH.......................................................

   Subsection 9.01    Representations and Warranties Regarding the Seller.....

Subsection 9.02    Representations and Warranties Regarding Individual  
                      Mortgage Loans..........................................

   Subsection 9.03    Remedies for Breach of Representations and Warranties...

   Subsection 9.04    Repurchase of Mortgage Loans With First Payment Defaults

   Subsection 9.05    Purchaser's Right to Review.............................

SECTION 10.           CLOSING.................................................. 

SECTION 11.           CLOSING DOCUMENTS........................................ 

SECTION 12.           COSTS.................................................... 

SECTION 13.           COOPERATION OF SELLER WITH A RECONSTITUTION.............. 

SECTION 14.           THE SELLER............................................... 

 Subsection 14.01    Additional Indemnification by the Seller; Third Party
                       Claims.................................................

   Subsection 14.02    Purchaser Indemnification..............................

   Subsection 14.03    Merger or Consolidation of the Seller..................

SECTION 15.           FINANCIAL STATEMENTS..................................... 

SECTION 16.           NOTICES.................................................. 

SECTION 17.           SEVERABILITY CLAUSE...................................... 

SECTION 18.           COUNTERPARTS............................................. 

SECTION 19.           GOVERNING LAW............................................ 

SECTION 20.           INTENTION OF THE PARTIES................................. 

SECTION 21.           SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE AGREEMENT. 

SECTION 22.           WAIVERS.................................................. 

SECTION 23.           EXHIBITS................................................. 

SECTION 24.           GENERAL INTERPRETIVE PRINCIPLES.......................... 

SECTION 25.           REPRODUCTION OF DOCUMENTS................................ 

SECTION 26.           FURTHER AGREEMENTS....................................... 

SECTION 27.           RECORDATION OF ASSIGNMENTS OF MORTGAGE................... 

SECTION 28.           NO SOLICITATION.......................................... 

SECTION 29.           WAIVER OF TRIAL BY JURY.................................. 

SECTION 30.           SUBMISSION TO JURISDICTION; WAIVERS...................... 

SECTION 31.           CONFIDENTIAL INFORMATION................................. 

SECTION 32.           COMPLIANCE WITH REGULATION AB............................ 

   Subsection 32.01      Intent of the Parties; Reasonableness................

Subsection 32.02      Additional Representations and Warranties of the  
                          Seller................................................

   Subsection 32.03      Information to Be Provided by the Seller.............

   Subsection 32.04      Indemnification; Remedies............................

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EXHIBITS

EXHIBIT A         CONTENTS OF EACH MORTGAGE FILE                                

EXHIBIT B         CONTENTS OF EACH CREDIT FILE                                  

EXHIBIT C         MORTGAGE LOAN SCHEDULE FIELDS                                 

EXHIBIT D         RESERVED                                                      

EXHIBIT E         FORM OF SELLER'S OFFICER'S CERTIFICATE                        

EXHIBIT F         FORM OF OPINION OF COUNSEL TO THE SELLER                      

EXHIBIT G         FORM OF SECURITY RELEASE CERTIFICATION                        

EXHIBIT H         FORM OF SECURITY RELEASE CERTIFICATION                        

EXHIBIT I         UNDERWRITING GUIDELINES                                       

EXHIBIT J         RESERVED                                                      

EXHIBIT K         SERVICER ACKNOWLEDGMENT                                       

EXHIBIT L         NEW JERSEY MORTGAGE LOAN STIPULATIONS                         

EXHIBIT M         FANNIE MAE ANTI-PREDATORY LENDING REPRESENTATIONS             

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FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT  

            This AMENDED AND RESTATED FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES
AGREEMENT, dated as of January 1, 2006 ("Agreement"), by and between Goldman    
Sachs Mortgage Company, a New York limited partnership, having an office at 85  
Broad Street, New York, New York 10004 (the "Purchaser"), and Fremont Investment
& Loan having an office at 2727 East Imperial Highway, Brea CA 92821 (the       
"Seller").                                                                      

W I T N E S S E T H:

          WHEREAS, the Purchaser and Seller are parties to that certain Flow
Mortgage Loan and Purchase Warranties Agreement, dated as of October 1, 2004, as
amended (the "Original Purchase Agreement"), pursuant to which the Seller       
desires to sell to the Purchaser, and, from time to time, the Purchaser desires 
to purchase from the Seller, certain fixed and adjustable rate first and second 
lien residential mortgage loans (the "Mortgage Loans") on a servicing released  
basis as described herein, and which shall be delivered as a pool of whole loans
on the dates as provided herein (each, a "Closing Date");                       

            WHEREAS, at the present time, the Purchaser and the Seller desire to
amend the Original Purchase Agreement to make certain modifications as set forth
herein with respect to all Mortgage Loans acquired pursuant to this Agreement or
the Original Purchase Agreement.                                                

   NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, and for other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the Purchaser and the 
Seller agree as follows:                                                        

SECTION 1.  Definitions.                                

            For purposes of this Agreement the following capitalized terms shall
have the respective meanings set forth below.                                   

       Accepted Servicing Practices: With respect to any Mortgage Loan
those mortgage servicing practices of prudent mortgage lending institutions     
which service mortgage loans of the same type as such Mortgage Loan in the      
jurisdiction where the related Mortgaged Property is located.                   

    Act: The National Housing Act, as amended from time to time.

            Adjustable Rate Mortgage Loan: A Mortgage Loan purchased pursuant to
this Agreement the Mortgage Interest Rate of which is adjusted from time to time
in accordance with the terms of the related Mortgage Note.                      

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

            Agreement: This Amended and Restated Flow Mortgage Loan Purchase and
Warranties Agreement and all amendments hereof and supplements hereto.          

   ALTA: The American Land Title Association, or any successor
thereto.                                                                        

          Appraised Value: the value of the related Mortgaged Property based
upon the appraisal made for the originator at the time of origination of the    
Mortgage Loan or the sales price of the Mortgaged Property at such time of      
origination, whichever is less; provided, however, that in the case of a        
refinanced Mortgage Loan, such value is based solely upon the appraisal made at 
the time of origination of such refinanced Mortgage Loan.                       

        Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws 
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the sale of the Mortgage to the Purchaser.                                      

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

         Closing Date: The date or dates set forth on the related Purchase
Price and Terms Agreement on which the Purchaser from time to time shall        
purchase and the Seller from time to time shall sell, the Mortgage Loans listed 
on the related Mortgage Loan Schedule.                                          

Code: Internal Revenue Code of 1986, as amended.        

          Combined Loan-to-Value Ratio or CLTV: With respect to any Mortgage
Loan, the sum of the original principal balance of such Mortgage Loan and the   
outstanding principal balance of any related senior or subordinate lien as of   
the date of origination of the Mortgage Loan, divided by the lesser of the      
Appraised Value and the purchase price of the Mortgaged Property as of the      
origination date.                                                               

         Commission: The United States Securities and Exchange Commission.

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

          Convertible Mortgage Loan: Any individual Adjustable Rate Mortgage
Loan purchased pursuant to this Agreement which contains a provision whereby the
Mortgagor is permitted to convert the Adjustable Rate Mortgage Loan to a Fixed  
Rate Mortgage Loan in accordance with the terms of the related Mortgage Note.   

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

       Credit File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit B annexed hereto, and any additional documents required  
to be added to the Credit File pursuant to this Agreement.                      

       Custodial Account: The separate account or accounts created and
maintained pursuant to the Interim Servicing Agreement (with respect to each    
Mortgage Loan, for an interim period, as specified therein).                    

     Custodial Agreement: That certain Custodial Agreement, by and
between the Purchaser and the Custodian, dated as of the date hereof, governing 
the retention of the originals of each Mortgage Note, Mortgage, Assignment of   
Mortgage (if required) and other Mortgage Loan Documents.                       

   Custodian: The Custodian designated by the Purchaser or any
successor thereto under the Custodial Agreement.                                

      Cut-off Date: With respect to each Mortgage Loan in a Mortgage
Loan Package, the date set forth on the related Purchase Price and Terms        
Agreement.                                                                      

      Deemed Material Breach Representation: Each representation and
warranty identified as such in Subsection 9.02.                                 

     Deleted Mortgage Loan: A Mortgage Loan that is repurchased or
replaced or to be replaced with a Qualified Substitute Mortgage Loan by the     
Seller in accordance with the terms of this Agreement.                          

           Depositor: The depositor, as such term is defined in Regulation AB,
with respect to any Securitization Transaction.                                 

       Determination Date: The date specified in the Interim Servicing
Agreement (with respect to each Mortgage Loan, for an interim period, as        
specified therein).                                                             

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

    Escrow Account: The separate account or accounts created and
maintained pursuant to the Interim Servicing Agreement (with respect to each    
Mortgage Loan, for an interim period, as specified therein).                    

         Escrow Payments: With respect to any Mortgage Loan with an Escrow
Account, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard    
insurance premiums, condominium charges, and any other payments required to be  
escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any    
other document.                                                                 

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

     Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.                                                              

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

      Fixed Rate Mortgage Loan: A fixed rate mortgage loan purchased
pursuant to this Agreement.                                                     

       Freddie Mac: The Federal Home Loan Mortgage Corporation, or any
successor thereto.                                                              

         Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note which amount 
is added to the Index in accordance with the terms of the related Mortgage Note 
to determine on each Interest Rate Adjustment Date the Mortgage Interest Rate   
for such Mortgage Loan.                                                         

            High Cost Loan: A Mortgage Loan classified as (a) a "high cost" loan
under the Home Ownership and Equity Protection Act of 1994, (b) a "high cost,"  
"threshold," "covered" (other than New Jersey "covered" loans), "predatory" or  
similar loan under any other applicable state, federal or local law (or a       
similarly classified loan using different terminology under a law imposing      
heightened regulatory scrutiny or additional legal liability for residential    
mortgage loans having high interest rates, points and/or fees) or (c)           
categorized as High Cost pursuant to Appendix E of Standard & Poor's Glossary.  
For avoidance of doubt, the parties agree that this definition shall apply to   
any law regardless of whether such law is presently, or in the future becomes,  
the subject of judicial review or litigation.                                   

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

         Index: With respect to each Adjustable Rate Mortgage Loan, a rate
per annum set forth on the related Mortgage Loan Schedule.                      

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

        Insured Depository Institution: As defined in Section 1813(c)(2)
of Title 12 of the United States Code, as amended from time to time.            

           Interest Rate Adjustment Date: With respect to each Adjustable Rate
Mortgage Loan, the date, specified in the related Mortgage Note and the related 
Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.        

           Interim Funder: With respect to each MERS Designated Mortgage Loan,
the Person named on the MERS(R) System as the interim funder pursuant to the    
MERS Procedures Manual.                                                         

         Interim Servicer: Fremont Investment & Loan and its successors in
interest.                                                                       

           Interim Servicing Agreement: That certain Amended and Restated Flow
Interim Servicing Agreement, dated as of January 1, 2006, by and between the    
Purchaser and the Seller.                                                       

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

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

            Limited Documentation Program: The guidelines under which the Seller
generally originates Mortgage Loans principally on the basis of the             
Loan-to-Value Ratio of the related Mortgage Loan and the creditworthiness of the
Mortgagor.                                                                      

  Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise or the sale
of the related Mortgaged Property if the Mortgaged Property is acquired in      
satisfaction of the Mortgage Loan.                                              

        Loan in Breach: Shall have the meaning set forth in Section 9.04
hereof.                                                                         

          Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
ratio (expressed as a percentage) of the outstanding principal amount of the    
Mortgage Loan as of the related date of origination (unless otherwise           
indicated), to the Appraised Value of the Mortgaged Property.                   

MERS: MERSCORP, Inc., its successors and assigns.       

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

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

            MERS Report: The report from the MERS System listing MERS Designated
Mortgage Loans and other information.                                           

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

       Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan.                                                    

            Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note, which creates a first or second lien, as applicable, on an       
unsubordinated estate in fee simple in real property securing the Mortgage Note;
except that with respect to real property located in jurisdictions in which the 
use of leasehold estates for residential properties is a widely-accepted        
practice, the mortgage, deed of trust or other instrument securing the Mortgage 
Note may secure and create a first lien upon a leasehold estate of the          
Mortgagor.                                                                      

         Mortgage File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit A annexed hereto, and any additional documents required  
to be added to the Mortgage File pursuant to this Agreement.                    

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

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

          Mortgage Loan Documents: The documents required to be delivered to
the Custodian pursuant to Section 6.03 hereof with respect to any Mortgage Loan.

   Mortgage Loan Package: A pool of Mortgage Loans sold to the
Purchaser by the Seller on a Closing Date.                                      

           Mortgage Loan Schedule: With respect to each Mortgage Loan Package,
the schedule of Mortgage Loans, attached to the related Assignment and          
Conveyance as Schedule 1, setting forth the information attached hereto as      
Exhibit C.                                                                      

          Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.                                                

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

Mortgagor: The obligor on a Mortgage Note.              

          Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or a President or a Vice President and  
by the Treasurer or the Secretary or one of the Assistant Treasurers or         
Assistant Secretaries of the Seller, and delivered to the Purchaser as required 
by this Agreement.                                                              

            Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Seller, reasonably acceptable to the Purchaser.                         

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

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

Preliminary Mortgage Schedule: As defined in Section 3. 

           Prepayment Penalty: With respect to each Mortgage Loan, the fee, if
any, payable upon the prepayment, in whole or in part, of such Mortgage Loan, as
set forth in the related Mortgage Note.                                         

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

         Purchase Price: The price paid on the related Closing Date by the
Purchaser to the Seller in exchange for the Mortgage Loans in the related       
Mortgage Loan Package as calculated in Section 4 of this Agreement.             

            Purchase Price and Terms Agreement: With respect to each purchase of
a Mortgage Loan Package hereunder, that certain letter agreement setting forth  
the general terms and conditions of such transaction consummated herein and     
identifying the Mortgage Loans to be purchased hereunder, by and between the    
Seller and the Purchaser.                                                       

     Purchaser: Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in interest and assigns, and any successor to   
the Purchaser under this Agreement as herein provided.                          

           Qualified Correspondent: Any Person from which the Seller purchased
Mortgage Loans, provided that the following conditions are satisfied: (i) such  
Mortgage Loans were originated pursuant to an agreement between the Seller and  
such Person that contemplated that such Person would underwrite mortgage loans  
from time to time, for sale to the Seller, in accordance with underwriting      
guidelines designated by the Seller ("Designated Guidelines") or guidelines that
do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans
were in fact underwritten as described in clause (i) above and were acquired by 
the Seller within one hundred eighty (180) days after origination; (iii) either 
(x) the Designated Guidelines were, at the time such Mortgage Loans were        
originated, used by the Seller in origination of mortgage loans of the same type
as the Mortgage Loans for the Seller's own account or (y) the Designated        
Guidelines were, at the time such Mortgage Loans were underwritten, designated  
by the Seller on a consistent basis for use by lenders in originating mortgage  
loans to be purchased by the Seller; and (iv) the Seller employed, at the time  
such Mortgage Loans were acquired by the Seller, pre-purchase or post-purchase  
quality assurance procedures (which may involve, among other things, review of a
sample of mortgage loans purchased during a particular time period or through   
particular channels) designed to ensure that Persons from which it purchased    
mortgage loans properly applied the underwriting criteria designated by the     
Seller.                                                                         

          Qualified Substitute Mortgage Loan: A mortgage loan eligible to be
substituted by the Seller for a Deleted Mortgage Loan which must, on the date of
such substitution, (i) have an outstanding principal balance, after deduction of
all scheduled payments due in the month of substitution (or in the case of a    
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an     
aggregate principal balance), not in excess of the outstanding principal balance
of the Deleted Mortgage Loan (the amount of any shortfall will be deposited in  
the Custodial Account by the Seller in the month of substitution); (ii) have a  
Mortgage Interest Rate not less than, and not more than 1% greater than, the    
Mortgage Interest Rate of the Deleted Mortgage Loan; (iii) have a remaining term
to maturity not greater than, and not more than one year less than, that of the 
Deleted Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan    
(i.e., fixed rate or adjustable rate with same Periodic Rate Cap, and Index);   
and (v) comply with each representation and warranty (respecting individual     
Mortgage Loans) set forth in Section 9 hereof.                                  

    Reconstitution: Any Securitization Transaction or Whole Loan
Transfer.                                                                       

Reconstitution Date: As defined in Section 13.          

 Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from 
time to time, and subject to such clarification and interpretation as have      
been provided by the Commission in the adopting release (Asset-Backed           
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531       
(Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by     
the Commission or its staff from time to time.                                  

    Remittance Date: The date specified in the Interim Servicing
Agreement (with respect to each Mortgage Loan, as specified therein).           

          Repurchase Price: With respect to any Mortgage Loan, a price equal
to the then Stated Principal Balance of the Mortgage Loan to be repurchased,    
plus accrued interest thereon at the Mortgage Interest Rate from the date on    
which interest had last been paid or advanced through the date of such          
repurchase, plus the amount of any outstanding advances owed to any servicer,   
plus all costs and expenses incurred by the Purchaser or any servicer arising   
out of or based upon such breach, including without limitation costs and        
expenses incurred in the enforcement of the Seller's repurchase obligation      
hereunder, plus any costs and damages incurred by the related trust with respect
to any securitization of the Mortgage Loan in connection with any violation by  
such Mortgage Loan of any predatory- or abusive-lending law.                    

          RESPA: Real Estate Settlement Procedures Act, as amended from time
to time.                                                                        

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

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

          Securitization Transaction: Any transaction involving either (1) a
sale or other transfer of some or all of the Mortgage Loans directly or         
indirectly to an issuing entity in connection with an issuance of publicly      
offered or privately placed, rated or unrated mortgage-backed securities or (2) 
an issuance of publicly offered or privately placed, rated or unrated           
securities, the payments on which are determined primarily by reference to one  
or more portfolios of residential mortgage loans consisting, in whole or in     
part, of some or all of the Mortgage Loans.                                     

         Seller: Fremont Investment & Loan and its successors in interest.

Seller Information: As defined in Subsection 30.04(a).  

    Servicing Agreement: The agreement to be entered into by the
Purchaser and the Successor Servicer, providing for such successor servicer     
to service the Mortgage Loans.                                                  

        Servicing Fee: With respect to each Mortgage Loan subject to the
Interim Servicing Agreement, a fee payable monthly equal to one-twelfth of the  
product of (a) the Servicing Fee Rate and (b) the outstanding principal balance 
as of the beginning of the month of such Mortgage Loan. Such fee shall be       
payable monthly and shall be pro-rated for any portion of a month during which  
the Mortgage Loan is serviced by the Seller under the Interim Servicing         
Agreement. The obligation of the Purchaser to pay the Servicing Fee is limited  
to, and the Servicing Fee is payable solely from, the interest portion          
(including recoveries with respect to interest from Liquidation Proceeds,       
Condemnation Proceeds and Insurance Proceeds, to the extent permitted by this   
Agreement) of such Monthly Payment collected by the Seller, or as otherwise     
provided under this Agreement.                                                  

           Servicing Fee Rate: An amount per annum as set forth in the Interim
Servicing Agreement.                                                            

    Servicing File: With respect to each Mortgage Loan, the file
retained by the Seller consisting of originals of all documents in the Mortgage 
File which are not delivered to the Purchaser or the Custodian and copies of the
Mortgage Loan Documents set forth in Section 2 of the Custodial Agreement.      

       Servicing Rights: Any and all of the following: (a) any and all
rights to service the Mortgage Loans; (b) any payments to or monies received by 
the Seller for servicing the Mortgage Loans; (c) any late fees, penalties or    
similar payments with respect to the Mortgage Loans but not including any       
Prepayment Penalties; (d) all agreements or documents creating, defining or     
evidencing any such servicing rights to the extent they relate to such servicing
rights and all rights of the Seller thereunder; (e) Escrow Payments or other    
similar payments with respect to the Mortgage Loans and any amounts actually    
collected by the Seller with respect thereto; (f) all accounts and other rights 
to payment related to any of the property described in this paragraph; and (g)  
any and all documents, files, records, servicing files, servicing documents,    
servicing records, data tapes, computer records, or other information pertaining
to the Mortgage Loans or pertaining to the past, present or prospective         
servicing of the Mortgage Loans.                                                

            Sponsor: The sponsor, as such term is defined in Regulation AB, with
respect to any Securitization Transaction.                                      

   Stated Principal Balance: As to each Mortgage Loan, (i) the
principal balance of the Mortgage Loan at the related Cut-off Date after giving 
effect to payments of principal due on or before such date, whether or not      
received, minus (ii) all amounts previously distributed to the Purchaser with   
respect to the related Mortgage Loan representing payments or recoveries of     
principal or advances in lieu thereof.                                          

        Static Pool Information: Static pool information as described in
Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.                               

           Successor Servicer: A servicer designated by the Purchaser pursuant
to Sections 8 and 9.03 which is entitled to the benefits of the indemnifications
set forth in Sections 9.03 and 14.01.                                           

   Third-Party Originator: Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the Seller.           

  Transaction Agreement: Shall have the meaning set forth in
Section 13 hereof.                                                              

           Transfer Date: The date set forth in the related Purchase Price and
Terms Agreement. If no date is set forth therein, the Transfer Date shall be (a)
the earlier of (i) the date on which a Successor Servicer assumes the servicing 
of the Mortgage Loans pursuant to the Servicing Agreement pursuant to which the 
Successor Servicer shall service the Mortgage Loans on behalf of the Purchaser  
and its assignees and (ii) the 1st Business Day of the month following the date 
which is 90 days after the Closing Date or (b) such other date as mutually      
agreed by the Seller and the Purchaser.                                         

            Underwriting Guidelines: With respect to each Mortgage Loan Package,
the related underwriting guidelines of the Seller, as delivered to the Purchaser
prior to the related Closing Date.                                              

       Whole Loan Agreement: Any Transaction Agreement in respect of a
Whole Loan Transfer.                                                            

       Whole Loan Transfer: Any sale or transfer of some or all of the
Mortgage Loans, other than a Securitization Transaction.                        

SECTION 2.  Agreement to Purchase.                      

           The Seller, on each Closing Date, agrees to sell, and the Purchaser
agrees to purchase, Mortgage Loans having an aggregate principal balance on the 
related Cut-off Date in an amount as set forth in the related Purchase Price and
Terms Agreement, or in such other amount as agreed by the Purchaser and the     
Seller as evidenced by the aggregate scheduled principal balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date.                    

SECTION 3.  Mortgage Schedules.                         

       The Seller shall provide the Purchaser with certain information
constituting a preliminary listing of the Mortgage Loans in a Mortgage Loan     
Package to be purchased on the related Closing Date in accordance with the      
related Purchase Price and Terms Agreement and this Agreement (a "Preliminary   
Mortgage Schedule").                                                            

           The Seller shall deliver the related Mortgage Loan Schedule for the
Mortgage Loans in the related Mortgage Loan Package to be purchased on the      
related Closing Date to the Purchaser at least two (2) Business Days prior to   
the related Closing Date. The Mortgage Loan Schedule shall be the Preliminary   
Mortgage Schedule with those Mortgage Loans which have not been funded prior to 
the Closing Date deleted. The related Mortgage Loan Schedule shall be attached  
to the related Purchase Price and Terms Agreement.                              

SECTION 4.  Purchase Price.                             

            The Purchase Price for each Mortgage Loan in a Mortgage Loan Package
shall be the percentage of par as stated in the related Purchase Price and Terms
Agreement (subject to adjustment as provided therein), multiplied by the Stated 
Principal Balance, as of the related Cut-off Date, of the Mortgage Loans listed 
on the related Mortgage Loan Schedule, after giving effect to payments of       
principal due on or before the related Cut-off Date, whether or not received.   

           In addition to the Purchase Price as described above, the Purchaser
shall pay to the Seller, on the related Closing Date accrued interest on the    
Stated Principal Balance of the related Mortgage Loans as of the related Cut-off
Date at the weighted average Mortgage Interest Rate of those Mortgage Loans from
the Cut-off Date through the day prior to the related Closing Date, inclusive.  
The Purchase Price plus accrued interest as set forth in the preceding paragraph
shall be paid to the Seller by wire transfer of immediately available funds to  
an account designated by the Seller in writing.                                 

          The Purchaser shall be entitled to (1) all principal due after the
related Cut-off Date, (2) all other recoveries of late charges, prepayment      
penalties, assumption fees or other charges collected after the related Cut-off 
Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage    
Interest Rate due after the related Cut-off Date.                               

SECTION 5.  Examination of Mortgage Files.              

       Prior to the related Closing Date, the Purchaser shall have the
right to perform on-site due diligence at the premises of the Seller with       
respect to the Mortgage Loans. The Seller will provide information and otherwise
cooperate with the due diligence reviews of the Purchaser, its co-investors, its
financial partners, its designees and the rating agencies. The Seller shall make
the legal files and the credit files, together with any payment histories,      
collection histories, bankruptcy histories, broker's price opinions, and any    
other information with respect to the Mortgage Loans requested by the Purchaser,
available at the Seller's offices for review by Purchaser, its designee or its  
agents during normal business hours before the related Closing Date. At the     
Purchaser's expense, the Purchaser shall have the right to order additional     
broker's price opinions in its sole discretion.                                 

       Prior to the related Cut-off Date, the Purchaser shall have the
right to reject any Mortgage Loan (a) for which the documentation listed in     
Credit File is missing or defective in whole or in part, (b) for which the      
related broker's price opinion varies substantially below the appraisal provided
in connection with the origination of the related Mortgage Loan or poses other  
marketing issues, (c) which does not generally conform to the Seller's          
underwriting or compliance guidelines, (d) which does not conform to the terms  
of this letter agreement or is in breach of the representations and warranties  
set forth in Section 9.02, or (e) for which the credit or compliance            
characteristics do not comply with federal, state or local requirements.        
Purchaser shall notify the Seller of any such rejected Mortgage Loan no later   
than three business days prior to the related Closing Date.                     

        Notwithstanding the foregoing, the Purchaser may purchase all or
part of the Mortgage Loans without conducting any partial or complete due       
diligence examination. The fact that the Purchaser or its designee has conducted
or failed to conduct any partial or complete examination of the files shall not 
affect the Purchaser's (or any of its successor's) rights to demand repurchase  
or other relief for breach of Mortgage Loan representations and warranties,     
missing or defective documents or as otherwise provided in the Purchase         
Agreement.                                                                      

           In the event that the Seller fails to deliver the Credit Files with
respect to any Mortgage Loan, the Seller shall, upon the request of the         
Purchaser, repurchase or substitute for such Mortgage Loan at the price and in  
the manner specified in Subsection 9.04.                                        

SECTION 6.  Conveyance from Seller to Purchaser.        

Subsection 6.01   Conveyance of Mortgage Loans.         

           The Seller, by execution and delivery of the related Assignment and
Conveyance on each related Closing Date, does hereby sell, transfer, assign, set
over and convey to the Purchaser, without recourse, but subject to the terms of 
this Agreement, all right, title and interest of the Seller in and to the       
Mortgage Loans in the related Mortgage Loan Package and the related Mortgage    
Files and all rights and obligations arising under the documents contained      
therein. The Seller shall cause the Servicing File retained by the Seller       
pursuant to this Agreement to be appropriately identified in the Seller's       
computer system and/or books and records, as appropriate, to clearly reflect the
sale of the related Mortgage Loan to the Purchaser. The Seller shall release    
from its custody the contents of any Servicing File retained by it only in      
accordance with this Agreement or the Interim Servicing Agreement, except when  
such release is required in connection with a repurchase of any such Mortgage   
Loan pursuant to Subsection 9.04.                                               

Subsection 6.02   Books and Records.                    

          Record title to each Mortgage as of the related Closing Date shall
be in the name of the Seller, an Affiliate of the Seller, the Purchaser or one  
or more designees of the Purchaser, as the Purchaser shall select.              
Notwithstanding the foregoing, each Mortgage and related Mortgage Note shall be 
possessed solely by the Purchaser or the appropriate designee of the Purchaser, 
as the case may be. All rights arising out of the Mortgage Loans including, but 
not limited to, all funds received by the Seller after the related Cut-off Date 
on or in connection with a Mortgage Loan shall be vested in the Purchaser or one
or more designees of the Purchaser; provided, however, that all funds received  
on or in connection with a Mortgage Loan shall be received and held by the      
Seller in trust for the benefit of the Purchaser or the appropriate designee of 
the Purchaser, as the case may be, as the owner of the Mortgage Loans pursuant  
to the terms of this Agreement.                                                 

         The sale of each Mortgage Loan shall be reflected on the Seller's
balance sheet and other financial statements as a sale of assets by the Seller. 

            The Seller shall be responsible for maintaining, and shall maintain,
a complete set of books and records for each Mortgage Loan which shall be marked
clearly to reflect the ownership of each Mortgage Loan by the Purchaser, which  
marking may be evidenced by a designation of electronic files or records        
maintained by the Seller in connection with each Mortgage Loan. In particular,  
to the extent required by applicable law, the Seller shall maintain in its      
possession, available for inspection by the Purchaser, and shall deliver to the 
Purchaser upon demand, evidence of compliance with all federal, state and local 
laws, rules and regulations. To the extent that original documents are not      
required for purposes of realization of Liquidation Proceeds or Insurance       
Proceeds, documents maintained by the Seller may be in the form of microfilm or 
microfiche.                                                                     

Subsection 6.03   Delivery of Mortgage Loan Documents.  

           The Seller shall deliver and release to the Custodian no later than
three (3) Business Days prior to the related Closing Date the documents and     
instruments in the Mortgage File for each Mortgage Loan.                        

         The Custodian shall certify its receipt of all such Mortgage Loan
Documents required to be delivered pursuant to the Custodial Agreement for the  
related Closing Date, as evidenced by the certification and trust receipt of the
Custodian in the form annexed to the Custodial Agreement. The Seller shall      
comply with the terms of the Custodial Agreement and the Purchaser shall pay all
fees and expenses charged by the Custodian associated with the initial inventory
and maintenance of the Mortgage Loan Documents.                                 

          The Seller shall forward to the Custodian, or to such other Person
as the Purchaser shall designate in writing, original documents evidencing an   
assumption, modification, consolidation or extension of any Mortgage Loan       
entered into in accordance with this Agreement within two weeks of their        
execution, provided, however, that the Seller shall provide the Custodian, or to
such other Person as the Purchaser shall designate in writing, with a certified 
true copy of any such document submitted for recordation within two weeks of its
execution, and shall promptly provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public      
recording office to be a true and complete copy of the original within 180 days 
of the related Closing Date.                                                    

           In the event any document required to be delivered to the Custodian
pursuant to the preceding paragraph, including an original or copy of any       
document submitted for recordation to the appropriate public recording office,  
is not so delivered to the Custodian, or to such other Person as the Purchaser  
shall designate in writing, within 180 days following the related Closing Date  
(other than with respect to the Assignments of Mortgage which shall be delivered
to the Custodian in blank on or prior to the related Closing Date and recorded  
subsequently by the Purchaser or its designee), and in the event that the Seller
does not cure such failure within 30 days of discovery or receipt of written    
notification of such failure from the Purchaser, the related Mortgage Loan      
shall, upon the request of the Purchaser, be repurchased by the Seller at the   
price and in the manner specified in Subsection 9.04. The foregoing repurchase  
obligation shall not apply in the event that the Seller cannot deliver such     
original or copy of any document submitted for recordation to the appropriate   
public recording office within the specified period due to a delay caused by the
recording office in the applicable jurisdiction, provided that (i) the Seller   
shall deliver a recording receipt of such recording office or, if such recording
receipt is not available, an Officer's Certificate of a servicing officer of the
Seller, confirming that such documents have been accepted for recording (upon   
request of the Purchaser and delivery by the Purchaser to the Seller of a       
schedule of the related Mortgage Loans, the Seller shall reissue and deliver to 
the Purchaser or its designee said Officer's Certificate relating to the related
Mortgage Loans), and (ii) such document is delivered within twelve (12) months  
of the related Closing Date.                                                    

            The Seller shall pay all initial recording, registration or transfer
fees, if any, for the assignments of mortgage and any other fees or costs in    
transferring all original documents to the Custodian or, upon written request of
the Purchaser, to the Purchaser or the Purchaser's designee. The Purchaser or   
the Purchaser's designee shall be responsible for recording the Assignments of  
Mortgage and shall be reimbursed by the Seller for the costs associated         
therewith pursuant to the preceding sentence.                                   

Subsection 6.04   Quality Control Procedures.           

          The Seller shall maintain an internal quality control program that
verifies in a manner consistent with accepted industry procedures, on a regular 
basis, the existence and accuracy of the legal documents, credit documents,     
property appraisals, and underwriting decisions that the Seller maintain for    
other mortgage loans purchased, originated and serviced by the Seller. The      
program includes evaluating and monitoring the overall quality of the Seller's  
loan production and the servicing activities of the Seller. The program ensures 
that the Mortgage Loans are originated and serviced in accordance with Accepted 
Servicing Practices and the Underwriting Guidelines, guards against dishonest,  
fraudulent, or negligent acts; and guards against errors and omissions by       
officers, employees, or other authorized persons.                               

SECTION 7.  Servicing of the Mortgage Loans.            

            The Mortgage Loans shall be sold by the Seller to the Purchaser on a
servicing released basis. Subject to, and upon the terms and conditions of this 
Agreement, with respect to the Mortgage Loans, the Seller hereby sells,         
transfers, assigns and delivers to the Purchaser, on the related Closing Date,  
the Servicing Rights with respect to the Mortgage Loans in the related Mortgage 
Loan Package.                                                                   

         The Purchaser shall retain the Seller as contract servicer of the
Mortgage Loans for an interim period pursuant to and in accordance with the     
terms and conditions contained in the Interim Servicing Agreement (with respect 
to each Mortgage Loan, for an interim period, as specified therein). Pursuant to
the Interim Servicing Agreement, the Seller shall begin servicing the Mortgage  
Loans on behalf of the Purchaser and shall be entitled to the Servicing Fee with
respect to such Mortgage Loans from the related Closing Date until the          
termination of the Interim Servicing Agreement with respect to the related      
Mortgage Loans as set forth therein, but in no event shall the Seller receive   
less than 90 days of such compensation.                                         

SECTION 8.  Transfer of Servicing.                      

          On the related Transfer Date, the Seller shall cease all servicing
responsibilities under the Interim Servicing Agreement related to the related   
Mortgage Loans and the Successor Servicer shall service such Mortgage Loans for 
the benefit of the Purchaser pursuant to the Servicing Agreement.               

          On or prior to the related Transfer Date, the Seller shall, at its
sole cost and expense, take such steps as may be necessary or appropriate to    
effectuate and evidence the transfer of the servicing of the related Mortgage   
Loans to the Purchaser, or its designee, including but not limited to the       
following:                                                                      

           (a) Notice to Mortgagors. The Seller shall mail to the Mortgagor of
each related Mortgage Loan a letter advising such Mortgagor of the transfer of  
the servicing of the related Mortgage Loan to the Purchaser, or its designee, in
accordance with the Cranston Gonzales National Affordable Housing Act of 1990 at
least 15 days prior to the related Transfer Date; provided, however, the content
and format of the letter shall have the prior approval of the Purchaser. The    
Seller shall provide the Purchaser with copies of all such related notices no   
later than the related Transfer Date.                                           

            (b) Notice to Taxing Authorities and Insurance Companies. The Seller
shall transmit to the applicable taxing authorities and insurance companies     
(including primary mortgage insurance policy insurers, if applicable) and/or    
agents, notification of the transfer of the servicing to the Purchaser, or its  
designee, and instructions to deliver all notices, tax bills and insurance      
statements, as the case may be, to the Purchaser or its designee from and after 
the related Transfer Date. The Seller shall provide the Purchaser and its       
designee with copies of all such notices no later than 30 days following the    
related Transfer Date.                                                          

          (c) Delivery of Servicing Records. The Seller shall forward to the
Purchaser, or its designee, all servicing records and the Servicing File in the 
Seller's possession relating to each related Mortgage Loan including the        
information enumerated in the Interim Servicing Agreement (with respect to each 
such Mortgage Loan, for an interim period, as specified therein).               

           (d) Escrow Payments. The Seller shall provide the Purchaser, or its
designee, with immediately available funds by wire transfer in the amount of the
net Escrow Payments and suspense balances and all loss draft balances associated
with the related Mortgage Loans. The Seller shall provide the Purchaser with an 
accounting statement of Escrow Payments and suspense balances and loss draft    
balances sufficient to enable the Purchaser to reconcile the amount of such     
payment with the accounts of the Mortgage Loans. Additionally, the Seller shall 
wire transfer to the Purchaser the amount of any agency, trustee or prepaid     
Mortgage Loan payments and all other similar amounts held by the Seller.        

    (e) Payoffs and Assumptions. The Seller shall provide to the
Purchaser, or its designee, copies of all assumption and payoff statements      
generated by the Seller on the related Mortgage Loans from the related Cut-off  
Date to the related Transfer Date.                                              

           (f) Mortgage Payments Received Prior to Transfer Date. Prior to the
related Transfer Date all payments received by the Seller on each related       
Mortgage Loan shall be properly applied by the Seller to the account of the     
particular Mortgagor.                                                           

         (g) Mortgage Payments Received After Transfer Date. The amount of
any related Monthly Payments received by the Seller (a) during the first 30 days
after the related Transfer Date shall be forwarded to the Purchaser by overnight
mail on the date of receipt and (b) after the date which is 30 days after the   
related Transfer Date shall be forwarded to the Purchaser by overnight mail     
twice weekly. The Seller shall notify the Purchaser of the particulars of the   
payment, which notification requirement shall be satisfied if the Seller        
forwards with their payment sufficient information to permit appropriate        
processing of the payment by the Purchaser. The Seller shall assume full        
responsibility for the necessary and appropriate legal application of such      
Monthly Payments received by the Seller after the related Transfer Date with    
respect to related Mortgage Loans then in foreclosure or bankruptcy; provided,  
for purposes of this Agreement, necessary and appropriate legal application of  
such Monthly Payments shall include, but not be limited to, endorsement of a    
Monthly Payment to the Purchaser with the particulars of the payment such as the
account number, dollar amount, date received and any special Mortgagor          
application instructions and the Seller shall comply with the foregoing         
requirements with respect to all Monthly Payments received by it after the      
related Transfer Date.                                                          

          (h) Misapplied Payments. Misapplied payments shall be processed as
follows:                                                                        

 (1) All parties shall cooperate in correcting
misapplication errors;                                  

          (2) The party receiving notice of a misapplied payment
         occurring prior to the related Transfer Date and discovered after
           the related Transfer Date shall immediately notify the other party;

           (3) If a misapplied payment which occurred prior to the
      related Transfer Date cannot be identified and said misapplied
           payment has resulted in a shortage in a Custodial Account or Escrow
            Account, the Seller shall be liable for the amount of such shortage.
       The Seller shall reimburse the Purchaser for the amount of such
        shortage within thirty (30) days after receipt of written demand
therefor from the Purchaser;                            

           (4) If a misapplied payment which occurred prior to the
           related Transfer Date has created an improper Purchase Price as the
            result of an inaccurate outstanding principal balance, a check shall
          be issued to the party shorted by the improper payment application
       within five (5) Business Days after notice thereof by the other
party; and                                              

                  (5) Any check issued under the provisions of this Section 8(h)
            shall be accompanied by a statement indicating the Seller and/or the
           Purchaser Mortgage Loan identification number and an explanation of
the allocation of any such payments.                    

      (i) Reconciliation. The Seller shall, on or before the related
Transfer Date, reconcile principal balances and make any monetary adjustments   
required by the Purchaser. Any such monetary adjustments will be transferred    
between the Seller and the Purchaser as appropriate.                            

            (j) IRS Forms. The Seller shall file all IRS Forms 1099, 1099A, 1098
or 1041 and K-1 which are required to be filed on or before the related Transfer
Date in relation to the servicing and ownership of the related Mortgage Loans.  
The Seller shall provide copies of such forms to the Purchaser upon request and 
shall reimburse the Purchaser for any costs or penalties incurred by the        
Purchaser due to the Seller's failure to comply with this paragraph.            

           SECTION 9. Representations, Warranties and Covenants of the Seller;
Remedies for Breach.                                                            

      Subsection 9.01   Representations and Warranties Regarding the
Seller.                                                                         

           The Seller represents, warrants and covenants to the Purchaser, its
successors and assigns and the Successor Servicer that as of the date hereof and
as of each Closing Date:                                                        

            (a) Due Organization and Authority. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of its          
jurisdiction of incorporation or formation and has all licenses necessary to    
carry on its business as now being conducted and is licensed, qualified and in  
good standing in each state wherein it owns or leases any material properties or
where a Mortgaged Property is located, if the laws of such state require        
licensing or qualification in order to conduct business of the type conducted by
the Seller, and in any event the Seller is in compliance with the laws of any   
such state to the extent necessary to ensure the enforceability of the related  
Mortgage Loan in accordance with the terms of this Agreement; the Seller has the
full corporate power, authority and legal right to hold, transfer and convey the
Mortgage Loans and to execute and deliver this Agreement and to perform its     
obligations hereunder; the execution, delivery and performance of this Agreement
(including all instruments of transfer to be delivered pursuant to this         
Agreement) by the Seller and the consummation of the transactions contemplated  
hereby have been duly and validly authorized; this Agreement and all agreements 
contemplated hereby have been duly executed and delivered and constitute the    
valid, legal, binding and enforceable obligations of the Seller, regardless of  
whether such enforcement is sought in a proceeding in equity or at law; and all 
requisite corporate action has been taken by the Seller to make this Agreement  
and all agreements contemplated hereby valid and binding upon the Seller in     
accordance with their terms;                                                    

(b) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of       
business of the Seller, and the transfer, assignment and conveyance of the      
Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are   
not subject to the bulk transfer or any similar statutory provisions in effect  
in any applicable jurisdiction;                                                 

    (c) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition or origination of the Mortgage Loans by the Seller,  
the sale of the Mortgage Loans to the Purchaser, the consummation of the        
transactions contemplated hereby, nor the fulfillment of or compliance with the 
terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of the Seller's charter, by-laws  
or other organizational documents or any legal restriction or any agreement or  
instrument to which the Seller is now a party or by which it is bound, or       
constitute a default or result in an acceleration under any of the foregoing, or
result in the violation of any law, rule, regulation, order, judgment or decree 
to which the Seller or its property is subject, or result in the creation or    
imposition of any lien, charge or encumbrance that would have an adverse effect 
upon any of its properties pursuant to the terms of any mortgage, contract, deed
of trust or other instrument, or impair the ability of the Purchaser to realize 
on the Mortgage Loans, impair the value of the Mortgage Loans, or impair the    
ability of the Purchaser to realize the full amount of any insurance benefits   
accruing pursuant to this Agreement;                                            

          (d) Ability to Perform; Solvency. The Seller does not believe, nor
does it have any reason or cause to believe, that it cannot perform each and    
every covenant contained in this Agreement. The Seller is solvent and the sale  
of the Mortgage Loans will not cause the Seller to become insolvent. The sale of
the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of Seller's creditors;                                                      

          (e) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or, to the best of the Seller's knowledge, threatened     
against the Seller, before any court, administrative agency or other tribunal   
(i) asserting the invalidity of this Agreement, (ii) seeking to prevent the     
consummation of any of the transactions contemplated by this Agreement, (iii)   
which, either in any one instance or in the aggregate, is likely to result in   
any material adverse change in the business, operations, financial condition,   
properties or assets of the Seller, or in any material impairment of the right  
or ability of the Seller to carry on its business substantially as now          
conducted, or in any material liability on the part of the Seller, or which     
would draw into question the validity of this Agreement or the Mortgage Loans or
of any action taken or to be taken in connection with the obligations of the    
Seller contemplated herein, or which would be likely to impair materially the   
ability of the Seller to perform under the terms of this Agreement, (iv)        
relating to fraud, or (v) relating to predatory lending, or the Seller's        
origination, servicing or closing practices which is likely to result in any    
material adverse change in the business, operations, financial condition,       
properties or assets of the Seller.                                             

       (f) No Consent Required. No consent, approval, authorization or
order of, or registration or filing with, or notice to any court or governmental
agency is required for the execution, delivery and performance by the Seller of 
or compliance by the Seller with this Agreement or the Mortgage Loans, the      
delivery of a portion of the Mortgage Files to the Custodian or the sale of the 
Mortgage Loans or the consummation of the transactions contemplated by this     
Agreement, or if required, such approval has been obtained prior to the related 
Closing Date;                                                                   

        (g) Selection Process. The Mortgage Loans were not intentionally
selected from among the outstanding one- to four-family mortgage loans in the   
Seller's portfolio at the related Closing Date as to which the representations  
and warranties set forth in Subsection 9.02 could not be made;                  

 (h) No Untrue Information. Neither this Agreement nor any
information, statement, tape, diskette, report, form, or other document         
furnished or to be furnished by the Seller pursuant to this Agreement or any    
Transaction Agreement or in connection with the transactions contemplated hereby
contains or will contain any material untrue statement of fact;                 

           (i) Financial Statements. The Seller has delivered to the Purchaser
financial statements as to its last three complete fiscal years and any later   
quarter ended more than 60 days prior to the execution of this Agreement. All   
such financial statements fairly present the pertinent results of operations and
changes in financial position for each of such periods and the financial        
position at the end of each such period of the Seller and its subsidiaries and  
have been prepared in accordance with generally accepted accounting principles  
consistently applied throughout the periods involved, except as set forth in the
notes thereto or as required by the Seller's regulator. There has been no change
in the business, operations, financial condition, properties or assets of the   
Seller since the date of the Seller's financial statements that would have a    
material adverse effect on its ability to perform its obligations under this    
Agreement;                                                                      

           (j) Loan Experience. The Seller has delivered information as to its
loan charge-off or loan loss experience, its loan delinquency experience for the
immediately preceding three-year period, prepayment speed and delinquency       
histories for at least the immediately preceding year, and all such information 
so delivered shall be true and correct in all material respects;                

            (k) No Brokers. The Seller has not dealt with any broker, investment
banker, agent or other person that may be entitled to any commission or         
compensation in connection with the sale of the Mortgage Loans;                 

          (l) Sale Treatment. The Seller has been advised by its independent
certified public accountants that under generally accepted accounting principles
the transfer of the Mortgage Loans may be treated as a sale on the books and    
records of the Seller and the Seller has determined that the disposition of the 
Mortgage Loans pursuant to this Agreement will be afforded sale treatment for   
tax and accounting purposes;                                                    

        (m) Reasonable Purchase Price. The consideration received by the
Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair
consideration and reasonably equivalent value for the Mortgage Loans;           

      (n) Seller's Purchase or Origination. The Seller's decision to
purchase or originate any mortgage loan or to deny any mortgage loan application
is an independent decision based upon Seller's underwriting guidelines, and is  
in no way made as a result of Purchaser's decision to purchase, or not to       
purchase, or the price Purchaser may offer to pay for, any such mortgage loan,  
if originated;                                                                  

          (o) Ability to Service. The Seller has the facilities, procedures,
and experienced personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans. The Seller is duly qualified, licensed,    
registered and otherwise authorized under all applicable federal, state and     
local laws, and regulations, and is in good standing to enforce, originate, sell
mortgage loans to, and service mortgage loans in each jurisdiction wherein the  
Mortgaged Properties are located;                                               

            (p) Insured Depository Institution Representations. The Seller makes
the following additional representations and warranties:                        

               (i) This Agreement conforms to all statutory and regulatory
    requirements applicable to the Seller. This Agreement is (a)
           executed contemporaneously with the agreement reached by the Seller
          and the Purchaser, (b) approved by a specific corporate or banking
       association resolution by the board of directors of the Seller,
           which approval shall be reflected in the minutes of said board, and
            (c) continuously, from the time of its execution, an official record
of the Seller;                                          

                 (ii) This Agreement has been duly and validly authorized by a
            specific corporate or banking association resolution by the board of
            directors of the Seller. A copy of such resolution, certified by the
            corporate secretary of the Seller or attested to by a vice president
           or higher officer of the Seller has been provided to the Purchaser;
and                                                     

                  (iii) The Seller will maintain a copy of this Agreement in its
official books and records.                             

  Subsection 9.02   Representations and Warranties Regarding
Individual Mortgage Loans.                                                      

       The Seller hereby represents and warrants to the Purchaser, its
successors and assigns and the Successor Servicer that, as to each Mortgage     
Loan, as of the related Closing Date for such Mortgage Loan:                    

         (a) Mortgage Loans as Described. The information set forth in the
related Mortgage Loan Schedule is complete, true and correct;                   

        (b) Payments Current. All payments required to be made up to the
related Closing Date for the Mortgage Loan under the terms of the Mortgage Note,
other than payments not yet one month delinquent, have been made and credited.  
No payment required under the Mortgage Loan is one month or more delinquent nor 
has any payment under the Mortgage Loan been one month or more delinquent at any
time since the origination of the Mortgage Loan;                                

            (c) No Outstanding Charges. Except for payment defaults of less than
one month, there are no defaults in complying with the terms of the Mortgage,   
and 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. The Seller has not advanced funds,
or induced, solicited or knowingly received any advance of funds by a party     
other than the Mortgagor, directly or indirectly, for the payment of any amount 
required under the Mortgage Loan, except for interest accruing from the date of 
the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,        
whichever is earlier, to the date which precedes by one (1) month the Due Date  
of the first installment of principal and interest;                             

         (d) Original Terms Unmodified. 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, and which has 
been delivered to the Custodian or to such other Person as the Purchaser shall  
designate in writing, and the terms of which are reflected in the related       
Mortgage Loan Schedule. No Mortgage Loan has been modified so as to restructure 
the payment obligations or re-age the Mortgage Loan. The substance of any such  
waiver, alteration or modification has been approved by the title insurer, if   
any, to the extent required by the policy, and its terms are reflected on the   
related Mortgage Loan Schedule, if applicable. No Mortgagor has been released,  
in whole or in part, except in connection with an assumption agreement, approved
by the issuer of the title insurer, to the extent required by the policy, and   
which assumption agreement is part of the Mortgage Loan File delivered to the   
Custodian or to such other Person as the Purchaser shall designate in writing   
and the terms of which are reflected in the related Mortgage Loan Schedule;     

         (e) No Defenses. The Mortgage Loan is not subject to any right of
rescission, set-off, counterclaim or defense, including without limitation the  
defense of usury, nor will the operation of any of the terms of the Mortgage    
Note or the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to 
any right of rescission, set-off, counterclaim or defense, including without    
limitation the defense of usury, and no such right of rescission, set-off,      
counterclaim or defense has been asserted with respect thereto, and no Mortgagor
was a debtor in any state or federal bankruptcy or insolvency proceeding at, or 
subsequent to, the time the Mortgage Loan was originated;                       

        (f) Hazard Insurance. 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,
as well as all additional requirements set forth in the Interim Servicing       
Agreement. If required by the National Flood Insurance Act of 1968, as amended, 
each Mortgage Loan is covered by a flood insurance policy meeting the           
requirements of the current guidelines of the Federal Insurance Administration  
as in effect, as well as all additional requirements set forth in the Interim   
Servicing Agreement. All individual insurance policies contain a standard       
mortgagee clause naming the Seller and its successors and assigns as mortgagee, 
and all premiums thereon have been paid and such policies may not be reduced,   
terminated or cancelled without 30 days' prior written notice to the mortgagee. 
The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance
policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do
so, authorizes the holder of the Mortgage to obtain and maintain such insurance 
at such Mortgagor's cost and expense, and to seek reimbursement therefor from   
the Mortgagor. Where required by state law or regulation, the Mortgagor has been
given an opportunity to choose the carrier of the required hazard insurance,    
provided the policy is not a "master" or "blanket" hazard insurance policy      
covering a condominium, or any hazard insurance policy covering the common      
facilities of a planned unit development. The hazard insurance policy is the    
valid and binding obligation of the insurer, is in full force and effect, and   
will be in full force and effect and inure to the benefit of the Purchaser upon 
the consummation of the transactions contemplated by this Agreement. The Seller 
has not engaged in, and has no knowledge of the Mortgagor's or any servicer's   
having engaged in, any act or omission which would impair the coverage of any   
such policy, the benefits of the endorsement provided for herein, or the        
validity and binding effect of such policy, including, without limitation, no   
unlawful fee, commission, kickback or other unlawful compensation or value of   
any kind has been or will be received, retained or realized by any attorney,    
firm or other person or entity, and no such unlawful items have been received,  
retained or realized by the Seller;                                             

            (g) Compliance with Applicable Laws. 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,
predatory and abusive lending laws, equal credit opportunity and disclosure 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, the consummation of the transactions contemplated      
hereby will not involve the violation of any such laws or regulations, and the  
Seller shall maintain in its possession, available for the Purchaser's          
inspection, and shall deliver to the Purchaser upon demand, evidence of         
compliance with all such requirements. This representation and warranty is a    
Deemed Material Breach Representation;                                          

  (h) No Satisfaction of Mortgage. The Mortgage has not been
satisfied, canceled, 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. The Seller has not waived   
the performance by the Mortgagor of any action, if the Mortgagor's failure to   
perform such action would cause the Mortgage Loan to be in default, nor has the 
Seller waived any default resulting from any action or inaction by the          
Mortgagor;                                                                      

           (i) Location and Type of Mortgaged Property. The Mortgaged Property
is a fee simple property located in the state identified in the related Mortgage
Loan Schedule except that with respect to real property located in jurisdictions
in which the use of leasehold estates for residential properties is a           
widely-accepted practice, the Mortgaged Property may be a leasehold estate and  
consists of a single parcel real property with a detached single family         
residence erected thereon, or a two- to four-family dwelling, or an individual  
condominium unit in a low-rise condominium project, or an individual unit in a  
planned unit development or a de minimis planned unit development which is in   
each case four stories or less, provided, however, that any mobile home (double 
wide only) or manufactured dwelling shall conform with the applicable Fannie Mae
(with respect to each Mortgage Loan which the Seller indicates is a Fannie Mae  
eligible mortgage loan) and Freddie Mac requirements regarding such dwellings   
and that no Mortgage Loan is secured by a single parcel of real property with a 
cooperative housing corporation, a log home or a mobile home erected thereon or 
by a mixed-use property, a property in excess of 10 acres, or other unique      
property types. As of the date of origination, no portion of the Mortgaged      
Property was used for commercial purposes, and since the date of origination, no
portion of the Mortgaged Property has been used for commercial purposes;        
provided, that Mortgaged Properties which contain a home office shall not be    
considered as being used for commercial purposes as long as the Mortgaged       
Property has not been altered for commercial purposes and is not storing any    
chemicals or raw materials other than those commonly used for homeowner repair, 
maintenance and/or household purposes. With respect to any Mortgage Loan secured
by a Mortgaged Property improved by manufactured housing, (i) the related       
manufactured housing unit is permanently affixed to the land, (ii) the related  
manufactured housing unit and the related land are subject to a Mortgage        
properly filed in the appropriate public recording office and naming the Seller 
as mortgagee, (iii) the related Mortgaged Property is not located in the state  
of New Jersey and (iv) as of the origination date of the related Mortgage Loan, 
the related Mortgagor occupied the related manufactured home as its primary     
residence. This representation and warranty is a Deemed Material Breach         
Representation;                                                                 

    (j) Valid First or Second Lien. Each Mortgage is a valid and
subsisting first or second lien (as applicable) of record on a single parcel of 
real estate constituting the Mortgaged Property, including all buildings and    
improvements on the Mortgaged Property and all installations and mechanical,    
electrical, plumbing, heating and air conditioning systems located in or annexed
to such buildings, and all additions, alterations and replacements made at any  
time, with respect to the related Mortgage Loan, which exceptions are generally 
acceptable to prudent mortgage lending companies, and such other exceptions to  
which similar properties are commonly subject and which do not individually, or 
in the aggregate, materially and adversely affect the benefits of the security  
intended to be provided by such Mortgage. The lien of the Mortgage is subject   
only to:                                                                        

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

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

                       (3) 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                     

                     (4) with respect to each Second Lien Mortgage a prior
mortgage lien on the Mortgaged Property.    

Any security agreement, chattel mortgage or equivalent document related to and  
delivered in connection with the Mortgage Loan establishes and creates a valid, 
subsisting, enforceable and perfected (A) first lien and first priority security
interest with respect to each First Lien Mortgage Loan, or (B) second lien and  
second priority security interest with respect to each Second Lien Mortgage     
Loan, in either case, on the property described therein and the Seller has full 
right to sell and assign the same to Purchaser;                                 

     (k) Validity of Mortgage Documents. 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 maker thereof enforceable in accordance with its terms
(including, without limitation, any provisions therein relating to Prepayment   
Penalties), except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar laws relating to or   
affecting the rights of creditors generally, and by general equity principles   
(regardless of whether such enforcement is considered a proceeding in equity or 
a law). All parties to the Mortgage Note, the Mortgage and any other such       
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 such related agreement have been  
duly and properly executed by other such related parties. The documents,        
instruments and agreements submitted for loan underwriting were not falsified   
and contain no untrue statement of material fact or omit to state a material    
fact required to be stated therein or necessary to make the information and     
statements therein not misleading. No fraud, error, omission, misrepresentation,
gross negligence 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     
origination or servicing of the Mortgage Loan. The Seller has reviewed all of   
the documents constituting the Servicing File;                                  

            (l) Full Disbursement of Proceeds. The Mortgage Loan has been closed
and the proceeds of the Mortgage Loan have been fully disbursed and there is no 
requirement for future advances thereunder, and any and all requirements as to  
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and expenses     
incurred in making or closing the Mortgage Loan and the recording of the        
Mortgage were paid, and the Mortgagor is not entitled to any refund of any      
amounts paid or due under the Mortgage Note or Mortgage;                        

           (m) Ownership. The Seller is the sole owner of record and holder of
the Mortgage Loan and the indebtedness evidenced by each Mortgage Note and upon 
the sale of the Mortgage Loans to the Purchaser, the Seller will retain the     
Mortgage Files or any part thereof not delivered to the Custodian, the Purchaser
or the Purchaser's designee, in trust only for the purpose of servicing and     
supervising the servicing of each Mortgage Loan. The Mortgage Loan is not       
assigned or pledged, and the Seller has good, indefeasible and marketable title 
thereto, and has full right to transfer and sell the Mortgage Loan to the       
Purchaser free and clear of any encumbrance, equity, participation interest,    
lien, pledge, charge, claim or security interest, and has full right and        
authority subject to no interest or participation of, or agreement with, any    
other party, to sell and assign each Mortgage Loan pursuant to this Agreement   
and following the sale of each Mortgage Loan, the Purchaser will own such       
Mortgage Loan free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest. The Seller intends to         
relinquish all rights to possess, control and monitor the Mortgage Loan. After  
the related Closing Date, the Seller will have no right to modify or alter the  
terms of the sale of the Mortgage Loan and the Seller will have no obligation or
right to repurchase the Mortgage Loan or substitute another Mortgage Loan,      
except as provided in this Agreement;                                           

          (n) Doing Business. All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,   
during the period in which they held and disposed of such interest, were) (1) in
compliance with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and (2) either (i) organized   
under the laws of such state, or (ii) qualified to do business in such state, or
(iii) a federal savings and loan association, a savings bank or a national bank 
having a principal office in such state, or (3) not doing business in such      
state;                                                                          

(o) LTV. No Mortgage Loan has an LTV greater than 100%; 

    (p) Title Insurance. The Mortgage Loan is covered by an ALTA
lender's title insurance policy, or with respect to any Mortgage Loan for which 
the related Mortgaged Property is located in California a CLTA lender's title   
insurance policy, and each such title insurance policy is issued by a title     
insurer and qualified to do business in the jurisdiction where the Mortgaged    
Property is located, insuring the Seller, its successors and assigns, as to the 
first or second priority lien, as applicable, of the Mortgage in the original   
principal amount of the Mortgage Loan, subject only to the exceptions contained 
in clauses (1), (2), (3) and (4) of paragraph (j) of this Subsection 9.02 and in
the case of Adjustable Rate Mortgage Loans, against any loss by reason of the   
invalidity or unenforceability of the lien resulting from the provisions of the 
Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly     
Payment. Where required by state law or regulation, the Mortgagor has been given
the opportunity to choose the carrier of the required mortgage title insurance. 
Additionally, such lender's title insurance policy affirmatively insures ingress
and egress, and against encroachments by or upon the Mortgaged Property or any  
interest therein. The title policy does not contain any special exceptions      
(other than the standard exclusions) for zoning and uses and has been marked to 
delete the standard survey exception or to replace the standard survey exception
with a specific survey reading. The Seller, its successor and assigns, are the  
sole insureds of such lender's title insurance policy, and such lender's title  
insurance policy is valid and remains in full force and effect and will be in   
force and effect upon the consummation of the transactions contemplated by this 
Agreement. No claims are pending under such lender's title insurance policy, and
no prior holder of the related Mortgage, including the Seller, has done, by act 
or omission, anything which would impair the coverage of such lender's title    
insurance policy, including without limitation, no unlawful fee, commission,    
kickback or other unlawful compensation or value of any kind has been or will be
received, retained or realized by any attorney, firm or other person or entity, 
and no such unlawful items have been received, retained or realized by the      
Seller;                                                                         

          (q) No Defaults. Other than payment delinquencies of less than one
month, there is no default, breach, violation or event which would permit       
acceleration existing under the Mortgage or the Mortgage Note and no event      
which, with the passage of time or with notice and the expiration of any grace  
or cure period, would constitute a default, breach, violation or event which    
would permit acceleration, and neither the Seller nor any of its affiliates nor 
any of their respective predecessors, have waived any default, breach, violation
or event which would permit acceleration. With respect to each Second Lien      
Mortgage Loan, (i) the prior mortgage is in full force and effect, (ii) there is
no default, breach, violation or event of acceleration existing under such prior
mortgage or the related mortgage note, (iii) no event which, with the passage of
time or with notice and the expiration of any grace or cure period, would       
constitute a default, breach, violation or event of acceleration thereunder, 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;                       

            (r) No Mechanics' Liens. There are no mechanics' or similar liens or
claims which have been filed for work, labor or material (and no rights are     
outstanding that under law could give rise to such liens) affecting the related 
Mortgaged Property which are or may be liens prior to, or equal or coordinate   
with, the lien of the related Mortgage;                                         

        (s) Location of Improvements; No Encroachments. All improvements
which were considered in determining the Appraised Value of the Mortgaged       
Property lay wholly within the boundaries and building restriction lines of the 
Mortgaged Property, and no improvements on adjoining properties encroach upon   
the Mortgaged Property. No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or regulation;            

           (t) Origination; Payment Terms. The Mortgage Loan was originated by
a mortgagee approved by the Secretary of Housing and Urban Development pursuant 
to Sections 203 and 211 of the National Housing Act, savings and loan           
association, a savings bank, a commercial bank, credit union, insurance company 
or other similar institution which is supervised and examined by a federal or   
state authority. The documents, instruments and agreements submitted for loan   
underwriting were not falsified and contain no untrue statement of material fact
or omit to state a material fact required to be stated therein or necessary to  
make the information and statements therein not misleading. No Mortgage Loan    
contains terms or provisions which would result in negative amortization.       
Principal payments on the Mortgage Loan commenced no more than sixty days after 
funds were disbursed in connection with the Mortgage Loan. The Mortgage Interest
Rate as well as, in the case of Adjustable Rate Mortgage Loans, the Lifetime    
Rate Cap and the Periodic Cap, are as set forth on the related Mortgage Loan    
Schedule. Except with respect to interest-only mortgage loans set forth on the  
related Mortgage Loan Schedule, the Mortgage Note is payable in equal monthly   
installments of principal and interest, which installments of interest, with    
respect to Adjustable Rate Mortgage Loans, are subject to change due to the     
adjustments to the Mortgage Interest Rate on each Interest Rate Adjustment Date,
with interest calculated and payable in arrears, sufficient to amortize the     
Mortgage Loan fully by the stated maturity date, over an original term of not   
more than thirty years from commencement of amortization. There are no          
Convertible Mortgage Loans which contain a provision allowing the Mortgagor to  
convert the Mortgage Note from an adjustable interest rate Mortgage Note to a   
fixed interest rate Mortgage Note. No Mortgage Loan is a simple interest        
mortgage loan;                                                                  

     (u) Customary Provisions. The Mortgage contains customary and
enforceable provisions such as to render the rights and remedies of the holder  
thereof adequate for the realization against the Mortgaged Property of the      
benefits of the security provided thereby, including, (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;              

           (v) Conformance with Underwriting Guidelines. The Mortgage Loan was
underwritten in accordance with the Underwriting Guidelines in effect as of the 
date of origination of such Mortgage Loan (a copy of which is attached hereto as
Exhibit I). The Mortgage Note and Mortgage are on forms generally acceptable to 
Freddie Mac or Fannie Mae and the Seller has not made any representations to a  
Mortgagor that are inconsistent with the mortgage instruments used;             

          (w) Occupancy of the Mortgaged Property. As of the related Closing
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;                                                    

          (x) No Additional Collateral. 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 clause (j) above;                                                

           (y) Deeds of Trust. In the event the Mortgage constitutes a deed of
trust, a trustee, authorized and duly qualified under applicable law to serve as
such, has been properly designated and currently so serves and is named in the  
Mortgage, and no fees or expenses are or will become payable by the Purchaser to
the trustee under the deed of trust, except in connection with a reconveyance of
the deed of trust or a trustee's sale after default by the Mortgagor;           

            (z) Delivery of Mortgage Documents. The Mortgage Note, the Mortgage,
the Assignment of Mortgage and any other documents required to be delivered     
under the Custodial Agreement for each Mortgage Loan have been delivered to the 
Custodian. The Seller is in possession of a complete, true and accurate Mortgage
File in compliance with Exhibit A hereto, except for such documents the         
originals of which have been delivered to the Custodian;                        

     (aa) Condominiums/Planned Unit Developments. If the Mortgaged
Property is a condominium unit or a planned unit development (other than a de   
minimis planned unit development) such condominium or planned unit development  
project is acceptable to Seller and underwritten in accordance with the         
Underwriting Guidelines;                                                        

        (bb) Transfer of Mortgage Loans. The Assignment of Mortgage with
respect to each Mortgage Loan is in recordable form and is acceptable for       
recording under the laws of the jurisdiction in which the Mortgaged Property is 
located. The transfer, assignment and conveyance of the Mortgage Notes and the  
Mortgages by the Seller is not subject to the bulk transfer or similar statutory
provisions in effect in any applicable jurisdiction;                            

        (cc) Due-On-Sale. The Mortgage contains an enforceable provision
(except as such enforcement may be effected by bankruptcy and insolvency laws or
by general principals of equity) for the acceleration of the payment of the     
unpaid principal balance of the Mortgage Loan in the event that the Mortgaged   
Property is sold or transferred without the prior written consent of the        
mortgagee thereunder, and to the best of the Seller's knowledge, such provision 
is enforceable;                                                                 

          (dd) Assumability. None of the Mortgage Loans are, by their terms,
assumable;                                                                      

       (ee) No Buydown Provisions; No Graduated Payments or Contingent
Interests. The Mortgage Loan does not contain provisions pursuant to which      
Monthly Payments are paid or partially paid with funds deposited in any separate
account established by the Seller, the Mortgagor, or anyone on behalf of the    
Mortgagor, or paid by any source other than the Mortgagor nor does it contain   
any other similar provisions which may constitute a "buydown" provision. The    
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan    
does not have a shared appreciation or other contingent interest feature;       

          (ff) Consolidation of Future Advances. Any future advances made to
the Mortgagor prior to the related Cut-off Date have been consolidated with the 
outstanding principal amount secured by the Mortgage, and the secured principal 
amount, as consolidated, bears a single interest rate and single repayment term.
The lien of the Mortgage securing the consolidated principal amount is expressly
insured as having first or second lien priority, as applicable, by a title      
insurance policy, an endorsement to the policy insuring the mortgagee's         
consolidated interest or by other title evidence. The consolidated principal    
amount does not exceed the original principal amount of the Mortgage Loan;      

       (gg) Mortgaged Property Undamaged; No Condemnation Proceedings.
There is no proceeding pending or threatened for the total or partial           
condemnation of the Mortgaged Property. As of the related Closing Date, the     
Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,   
windstorm, flood, tornado, hurricane 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 inhabitable 
under applicable state and local laws;                                          

    (hh) Collection Practices; Escrow Deposits. The origination,
servicing and collection practices used by the Seller with respect to the       
Mortgage Loan have been in all respects in compliance with Accepted Servicing   
Practices, applicable laws and regulations, and have been in all respects legal 
and proper and prudent in the mortgage origination and servicing business. With 
respect to escrow deposits and Escrow Payments (other than with respect to      
Second Lien Mortgage Loans for which the mortgagee under the prior mortgage lien
is collecting Escrow Payments), all such payments are in the possession of, or  
under the control of, the Seller and there exist no deficiencies in connection  
therewith for which customary arrangements for repayment thereof have not been  
made. All Escrow Payments have been collected in full compliance with state and 
federal law and the provisions of the related Mortgage Note and Mortgage. An    
escrow of funds is not prohibited by applicable law and has been established in 
an amount sufficient to pay for every item that remains unpaid and has been     
assessed but is not yet due and payable. No escrow deposits or Escrow Payments  
or other charges or payments due the Seller have been capitalized under the     
Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been 
made in strict compliance with state and federal law and the terms of the       
related Mortgage and Mortgage Note on the related Interest Rate Adjustment Date.
If, pursuant to the terms of the Mortgage Note, another index was selected for  
determining the Mortgage Interest Rate, the same index was used with respect to 
each Mortgage Note which required a new index to be selected, and such selection
did not conflict with the terms of the related Mortgage Note. The Seller        
executed and delivered any and all notices required under applicable law and the
terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest 
Rate and the Monthly Payment adjustments. Any interest required to be paid      
pursuant to state, federal and local law has been properly paid and credited;   

            (ii) No Violation of Environmental Laws. To the best of the Seller's
knowledge, the Mortgaged Property is free from any and all toxic or hazardous   
substances and there exists no violation of any local, state or federal         
environmental law, rule or regulation. To the best of the Seller's knowledge,   
there is no pending action or proceeding directly involving the Mortgaged       
Property in which compliance with any environmental law, rule or regulation is  
an issue; there is no violation of any environmental law, rule or regulation    
with respect to the Mortgage Property; and nothing further remains to be done to
satisfy in full all requirements of each such law, rule or regulation           
constituting a prerequisite to use and enjoyment of said property;              

         (jj) Servicemembers' Civil Relief Act. Except as disclosed to the
Purchaser on the related Mortgage Loan Schedule, the Mortgagor has not notified 
the Seller, and the Seller has no knowledge of any relief requested or allowed  
to the Mortgagor under the Servicemembers' Civil Relief Act;                    

      (kk) Appraisal. The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage Loan    
application by a qualified appraiser, duly appointed by the related originator, 
who had no interest, direct or indirect in the Mortgaged Property or in any loan
made on the security thereof, 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 Financial Institutions Reform, Recovery,   
and Enforcement Act of 1989 and the regulations promulgated thereunder, all as  
in effect on the date the Mortgage Loan was originated;                         

    (ll)    Disclosure Materials. The Mortgagor has received all
disclosure materials required by, and the Seller has complied with, all         
applicable law with respect to the making of the Mortgage Loans;                

     (mm) Construction or Rehabilitation of Mortgaged Property. No
Mortgage Loan was made in connection with the construction or rehabilitation of 
a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged    
Property;                                                                       

            (nn) Value of Mortgaged Property. The Seller has no knowledge of any
circumstances existing that could reasonably be expected to adversely affect the
value or the marketability of any Mortgaged Property or Mortgage Loan or to     
cause the Mortgage Loans to prepay during any period materially faster or slower
than similar mortgage loans originated to the same Underwriting Guidelines held 
by the Seller generally secured by properties in the same geographic area as the
related Mortgaged Property;                                                     

            (oo) No Defense to Insurance Coverage. The Seller has caused or will
cause to be performed any and all acts required to preserve the rights and      
remedies of the Purchaser in any insurance policies applicable to the Mortgage  
Loans including, without limitation, any necessary notifications of insurers,   
assignments of policies or interests therein, and establishments of coinsured,  
joint loss payee and mortgagee rights in favor of the Purchaser. No action has  
been taken or failed to be taken, no event has occurred and no state of facts   
exists or has existed on or prior to the related Closing Date (whether or not   
known to the Seller on or prior to such date) which has resulted or will result 
in an exclusion from, denial of, or defense to coverage under any applicable,   
special hazard insurance policy, or bankruptcy bond (including, without         
limitation, any exclusions, denials or defenses which would limit or reduce the 
availability of the timely payment of the full amount of the loss otherwise due 
thereunder to the insured) whether arising out of actions, representations,     
errors, omissions, negligence, or fraud of the Seller, the related Mortgagor or 
any party involved in the application for such coverage, including the          
appraisal, plans and specifications and other exhibits or documents submitted   
therewith to the insurer under such insurance policy, or for any other reason   
under such coverage, but not including the failure of such insurer to pay by    
reason of such insurer's breach of such insurance policy or such insurer's      
financial inability to pay;                                                     

          (pp) Escrow Analysis. With respect to each Mortgage with an Escrow
Account, the Seller has within the last twelve months (unless such Mortgage was 
originated within such twelve month period) analyzed the required Escrow        
Payments for each Mortgage and adjusted the amount of such payments so that,    
assuming all required payments are timely made, any deficiency will be          
eliminated on or before the first anniversary of such analysis, or any overage  
will be refunded to the Mortgagor, in accordance with RESPA and any other       
applicable law;                                                                 

         (qq) Prior Servicing. Each Mortgage Loan has been serviced in all
material respects in strict compliance with Accepted Servicing Practices and the
Seller has reported or caused to be reported, the Mortgagor credit files to each
of the three primary credit repositories monthly in a timely manner;            

       (rr) Leaseholds. If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple interest in
the land; (2) the terms of such lease expressly permit the mortgaging of the    
leasehold estate, the assignment of the lease without the lessor's consent and  
the acquisition by the holder of the Mortgage of the rights of the lessee upon  
foreclosure or assignment in lieu of foreclosure or provide the holder of the   
Mortgage with substantially similar protections; (3) the terms of such lease do 
not (a) allow the termination thereof upon the lessee's default without the     
holder of the Mortgage being entitled to receive written notice of, and         
opportunity to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence, (c)     
prohibit the holder of the Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies relating to the        
Mortgaged Property or (d) permit any increase in rent other than pre-established
increases set forth in the lease; (4) the original term of such lease is not    
less than 15 years; (5) the term of such lease does not terminate earlier than  
five years after the maturity date of the Mortgage Note; and (6) the Mortgaged  
Property is located in a jurisdiction in which the use of leasehold estates in  
transferring ownership in residential properties is a widely accepted practice; 

  (ss) Prepayment Penalty. The Mortgage Loan is subject to a
prepayment penalty as provided in the related Mortgage Note except as set forth 
on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that  
has a prepayment penalty feature, each such prepayment penalty is enforceable   
and will be enforced by the Interim Servicer for the benefit of the Purchaser,  
and each prepayment penalty is permitted pursuant to federal, state and local   
law. Each such prepayment penalty is in an amount not more than the maximum     
amount permitted under applicable law and no such prepayment penalty may be     
imposed for a term in excess of five (5) years with respect to Mortgage Loans   
originated prior to October, 1, 2002. With respect to Mortgage Loans originated 
on or after October 1, 2002, the duration of the prepayment period shall not    
exceed three (3) years from the date of the Mortgage Note unless the Mortgage   
Loan was modified to reduce the prepayment period to no more than three (3)     
years from the date of such Mortgage Loan and the Mortgagor was notified in     
writing of such reduction in prepayment period. With respect to any Mortgage    
Loan that contains a provision permitting imposition of a premium upon a        
prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the 
Mortgagor agreed to such premium in exchange for a monetary benefit, including  
but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's   
origination, the Mortgagor was offered the option of obtaining a mortgage loan  
that did not require payment of such a premium and (iii) the prepayment premium 
is disclosed to the Mortgagor in the loan documents pursuant to applicable      
state, local and federal law. This representation and warranty is a Deemed      
Material Breach Representation;                                                 

           (tt) Predatory Lending Regulations. No Mortgage Loan is a High Cost
Loan or Covered Loan, as applicable, and no Mortgage Loan originated on or after
October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending   
Act. No Mortgage Loan is covered by the Home Ownership and Equity Protection Act
of 1994 and no Mortgage Loan is in violation of any comparable state or local   
law. The Mortgaged Property is not located in a jurisdiction where a breach of  
this representation with respect to the related Mortgage Loan may result in     
additional assignee liability to the Purchaser, as determined by Purchaser in   
its reasonable discretion. No predatory or deceptive lending practices,         
including, without limitation, the extension of credit without regard to the    
ability of the Mortgagor to repay and the extension of credit which has no      
apparent benefit to the Mortgagor, were employed in the origination of the      
Mortgage Loan. Each Mortgage Loan is in compliance with the anti-predatory      
lending eligibility for purchase requirements of Fannie Mae's Selling Guide.    
This representation and warranty is a Deemed Material Breach Representation;    

            (uu) Single-premium Credit Life Insurance Policy. In connection with
the origination of any Mortgage Loan, no proceeds from any Mortgage Loan were   
used to finance or acquire a single-premium credit life insurance policy. No    
Mortgagor was required to purchase any single-premium credit insurance policy   
(e.g., life, mortgage, disability, accident, unemployment, or health insurance  
product) or debt cancellation agreement as a condition of obtaining the         
extension of credit. No Mortgagor obtained a prepaid single-premium credit      
insurance policy (e.g., life, mortgage, disability, accident, unemployment,     
mortgage, or health insurance) in connection with the origination of the        
Mortgage Loan; no proceeds from any Mortgage Loan were used to purchase         
single-premium credit insurance policies or debt cancellation agreements as part
of the origination of, or as a condition to closing, such Mortgage Loan. This   
representation and warranty is a Deemed Material Breach Representation;         

           (vv) Tax Service Contract; Flood Certification Contract. Each First
Lien Mortgage Loan is covered by a paid in full, life of loan, tax service      
contract and a paid in full, life of loan, flood certification contract and each
of these contracts is assignable to the Purchaser;                              

   (ww) Qualified Mortgage. The Mortgage Loan is an obligation
(including any participation or certificate of beneficial ownership therein)    
which is principally secured by an interest in real property;                   

          (xx) Regarding the Mortgagor. The Mortgagor is one or more natural
persons and/or trustees for an Illinois land trust;                             

         (yy) Recordation. Each original Mortgage was recorded and, except
for those Mortgage Loans subject to the MERS identification system, all         
subsequent assignments of the original Mortgage (other than the assignment to   
the Purchaser) have been recorded in the appropriate jurisdictions wherein such 
recordation is necessary to perfect the lien thereof as against creditors of the
Seller, or is in the process of being recorded;                                 

          (zz) Credit Scores. Unless set forth in the related Purchase Price
and Terms Agreement, each Mortgage Loan has a non-zero credit score. No Mortgage
Loan has a Mortgagor with a credit score of less than 500 as of the related     
origination date;                                                               

        (aaa) Compliance with Anti-Money Laundering Laws. The Seller has
complied with all applicable anti-money laundering laws and regulations,        
including without limitation the USA Patriot Act of 2001 (collectively, the     
"Anti-Money Laundering Laws"); to the extent applicable to the Seller as of the 
related Closing Date, the Seller has established an anti-money laundering       
compliance program as required by the Anti-Money Laundering Laws, has conducted 
the requisite due diligence in connection with the origination of each Mortgage 
Loan for purposes of the Anti-Money Laundering Laws, including with respect to  
the legitimacy of the applicable Mortgagor and the origin of the assets used by 
the said Mortgagor to purchase the property in question, and maintains, and will
maintain, sufficient information to identify the applicable Mortgagor for       
purposes of the Anti-Money Laundering Laws;                                     

            (bbb) Origination Practices. No Mortgagor was encouraged or required
to select a Mortgage Loan product offered by the Mortgage Loan's originator     
which is a higher cost product designed for less creditworthy borrowers, unless 
at the time of the Mortgage Loan's origination, such Mortgagor did not qualify  
taking into account credit history and debt-to-income ratios for a lower-cost   
credit product then offered by the Mortgage Loan's originator or any affiliate  
of the Mortgage Loan's originator. If, at the time of loan application, the     
Mortgagor may have qualified for a lower-cost credit product then offered by any
mortgage lending affiliate of the Mortgage Loan's originator, the Mortgage      
Loan's originator referred the Mortgagor's application to such affiliate for    
underwriting consideration. This representation and warranty is a Deemed        
Material Breach Representation;                                                 

            (ccc) Underwriting Methodology. The methodology used in underwriting
the extension of credit for each Mortgage Loan employs, in part, objective      
mathematical principles which relate the Mortgagor's income, assets and         
liabilities to the proposed payment and such underwriting methodology does not  
rely on the extent of the Mortgagor's equity in the collateral as the principal 
determining factor in approving such credit extension. Such underwriting        
methodology confirmed that at the time of origination (application/approval) the
Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan.
This representation and warranty is a Deemed Material Breach Representation;    

         (ddd) Points and Fees. No Mortgagor was charged "points and fees"
(whether or not financed) in an amount greater than (i) $1,000, or (ii) 5% of   
the principal amount of such Mortgage Loan, whichever is greater. For purposes  
of this representation, such 5% limitation is calculated in accordance with     
Fannie Mae's anti-predatory lending requirements as set forth in the Fannie Mae 
Guides and "points and fees" (x) include origination, underwriting, broker and  
finder fees and charges that the mortgagee imposed as a condition of making the 
Mortgage Loan, whether they are paid to the mortgagee or a third party, and (y) 
exclude bona fide discount points, fees paid for actual services rendered in    
connection with the origination of the Mortgage Loan (such as attorneys' fees,  
notaries fees and fees paid for property appraisals, credit reports, surveys,   
title examinations and extracts, flood and tax certifications, and home         
inspections), the cost of mortgage insurance or credit-risk price adjustments,  
the costs of title, hazard, and flood insurance policies, state and local       
transfer taxes or fees, escrow deposits for the future payment of taxes and     
insurance premiums, and other miscellaneous fees and charges that, in total, do 
not exceed 0.25% of the principal amount of such Mortgage Loan. This            
representation and warranty is a Deemed Material Breach Representation;         

            (eee) Fees Charges. All fees and charges (including finance charges)
and whether or not financed, assessed, collected or to be collected in          
connection with the origination and servicing of each Mortgage Loan has been    
disclosed in writing to the Mortgagor in accordance with applicable state and   
federal law and regulation. This representation and warranty is a Deemed        
Material Breach Representation;                                                 

(fff) [Reserved]                                        

           (ggg) Fannie Mae Mortgage Loans. With respect to each Mortgage Loan
which the Seller indicates is a Fannie Mae eligible mortgage loan, the          
representations set forth on Exhibit M are true and correct.                    

           (hhh) Litigation. As of the related Closing Date, the Mortgage Loan
is not subject to any outstanding litigation for fraud, origination, predatory  
lending, servicing or closing practices;                                        

     (iii) MERS Designations. With respect to each MERS Designated
Mortgage Loan, the Seller has designated the Custodian as the Investor and no   
Person is listed as Interim Funder on the MERS(R) System;                       

        (jjj) Owner of Record. The Seller is the owner of record of each
Mortgage and the indebtedness evidenced by each Mortgage Note, except for the   
Assignments of Mortgage which have been sent for recording, and upon recordation
the Seller will be the owner of record of each Mortgage and the indebtedness    
evidenced by each Mortgage Note, and upon the sale of the Mortgage Loans to the 
Purchaser, the Seller will retain the Mortgage Files with respect thereto in    
trust only for the purpose of servicing and supervising the servicing of each   
Mortgage Loan.                                                                  

          (kkk) Reports. On or prior to the related Closing Date, the Seller
has provided the Custodian and the Purchaser with a MERS Report listing the     
Custodian as the Investor with respect to each MERS Designated Mortgage Loan.   

     (lll) Payoffs. No Mortgage Loans prepaid in full prior to the
related Closing Date.                                                           

           (mmm) Credit Information. As to each consumer report (as defined in
the Fair Credit Reporting Act, Public Law 91-508) or other credit information   
furnished by the Seller to the Purchaser, that Seller has full right and        
authority and is not precluded by law or contract from furnishing such          
information to the Purchaser and the Purchaser is not precluded by the terms of 
the Mortgage Loan Documents from furnishing the same to any subsequent or       
prospective purchaser of such Mortgage. The Seller shall hold the Purchaser     
harmless from any and all damages, losses, costs and expenses (including        
attorney's fees) arising from disclosure of credit information in connection    
with the Purchaser's secondary marketing operations and the purchase and sale of
mortgages. The Seller has in its capacity as servicer, for each Mortgage Loan,  
fully furnished, in accordance with the Fair Credit Reporting Act and its       
implementing regulations, accurate and complete information (e.g., favorable and
unfavorable) on its borrower credit files to Equifax, Experian and Trans Union  
Credit Information Company (three of the credit repositories), on a monthly     
basis. This representation and warranty is a Deemed Material Breach             
Representation;                                                                 

            (nnn) Origination Practices. Each Mortgagor was assigned the highest
credit grade available with respect to a mortgage loan product offered by such  
Mortgage Loan's originator, taking into account the credit history, debt to     
income ratio and loan requirement of such Mortgagor;                            

          (ooo) Arbitration. 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. This    
representation and warranty is a Deemed Material Breach Representation;         

         (ppp) Consent. Either (a) no consent for the Second Lien Mortgage
Loan is required by the holder of the related first lien or (b) such consent has
been obtained and is contained in the Mortgage File; and                        

          (qqq) Second Lien Mortgage Loans. With respect to each Second Lien
Mortgage Loan: (1) the related first lien Mortgage Loan does not permit negative
amortization; (2) where required or customary in the jurisdiction in which the  
Mortgaged Property is located, the original lender has filed for record a       
request for notice of any action by the related senior lienholder, and the      
Seller has notified such second lienholder in writing of the existence of the   
Second Lien Mortgage Loan and requested notification of any action to be taken  
against the Mortgagor by such senior lienholder; either (a) no consent for the  
Second Lien Mortgage Loan is required by the holder of the related first lien   
Mortgage Loan or (b) such consent has been obtained and is contained in the     
related Mortgage File; (3) to the best of Seller's knowledge, the related first 
lien Mortgage Loan is in full force and effect, and there is no default, lien,  
breach, violation or event which would permit acceleration existing under such  
first lien Mortgage Loan or 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
under such first lien Mortgage Loan; (4) the related first lien Mortgage        
contains a provision which provide for giving notice of default or breach to the
mortgagee under the Mortgage Loan and allows such mortgagee to cure any default 
under the related first lien Mortgage; and (5) the related Mortgaged Property   
was the Mortgagor's principal residence at the time of the origination of the   
such Second Lien Mortgage Loan. This representation and warranty is a Deemed    
Material Breach Representation.                                                 

    Subsection 9.03   Remedies for Breach of Representations and
Warranties.                                                                     

           It is understood and agreed that the representations and warranties
set forth in Subsections 9.01 and 9.02 shall survive the sale of the Mortgage   
Loans to the Purchaser and shall inure to the benefit of the Purchaser, its     
successors and assigns and the Successor Servicer, notwithstanding any          
restrictive or qualified endorsement on any Mortgage Note or Assignment of      
Mortgage or the examination or failure to examine any Mortgage File. Upon       
discovery by the Seller or the Purchaser of a breach of any of the foregoing    
representations and warranties, the party discovering such breach shall give    
prompt written notice to the other.                                             

         Within 60 days of the earlier of either discovery by or notice to
the Seller of any breach of a representation or warranty which materially and   
adversely affects the value of the Mortgage Loans or the interest of the        
Purchaser therein (or which materially and adversely affects the value of the   
applicable Mortgage Loan or the interest of the Purchaser therein in the case of
a representation and warranty relating to a particular Mortgage Loan);          
(provided, with respect to any representations and warranties which are made to 
the best of the Seller's knowledge, if it is discovered by the Seller or the    
Purchaser that the substance of such representation and warranty is inaccurate  
and such inaccuracy materially and adversely affects the value of the related   
Mortgage Loan or the interest of the Purchaser or which materially and adversely
affects the value of a Mortgage Loan or the interests of the Purchaser in the   
related Mortgage Loan in the case of a representation and warranty relating to a
particular Mortgage Loan), notwithstanding the Seller's lack of knowledge with  
respect to the substance of such representation and warranty, such inaccuracy   
shall be deemed a breach of the applicable representation and warranty) (a "Loan
In Breach"), the Seller shall use its best efforts promptly to cure such breach 
in all material respects and, if such breach cannot be cured, the Seller shall, 
at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase      
Price, together with all expenses incurred by the Purchaser as a result of such 
repurchase. Notwithstanding the above sentence, (i) within sixty (60) days of   
the earlier of either discovery by, or notice to, the Seller of any breach of   
the representation and warranty set forth in clause (ww) of Subsection 9.02, the
Seller shall repurchase such Mortgage Loan at the Repurchase Price, together    
with all expenses incurred by the Purchaser as a result of such repurchase and  
(ii) any breach of a Deemed Material Breach Representation shall automatically  
be deemed to materially and adversely affect the value of the Mortgage Loan and 
the interest of the Purchaser therein. In the event that a Loan in Breach shall 
involve any representation or warranty set forth in Subsection 9.01, and such   
breach cannot be cured within 60 days of the earlier of either discovery by or  
notice to the Seller of such breach, all of the Mortgage Loans shall, at the    
Purchaser's option, be repurchased by the Seller at the Repurchase Price.       

             However, if the breach shall involve a representation or warranty
set forth in Subsections 9.02 or 9.08 (other than the representations and       
warranties set forth in clauses (ww) of Subsection 9.02 or any Deemed Material  
Breach Representation) and the Seller discovers or receives notice of any such  
breach within one hundred twenty (120) days of the related Closing Date, the    
Seller shall, at the Purchaser's option and provided that the Seller has a      
Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as 
provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and       
substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided 
that any such substitution shall be effected not later than one hundred twenty  
(120) days after the related Closing Date. If the Seller has no Qualified       
Substitute Mortgage Loan, the Seller shall repurchase the deficient Mortgage    
Loan. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing      
provisions of this Subsection 9.04 shall be accomplished by either (a) if the   
Interim Servicing Agreement has been entered into and is in effect, deposit in  
the Custodial Account of the amount of the Repurchase Price for distribution to 
the Purchaser on the next scheduled Remittance Date, after deducting therefrom  
any amount received in respect of such repurchased Mortgage Loan or Loans and   
being held in the Custodial Account for future distribution or (b) if the       
Interim Servicing Agreement is no longer in effect, by direct remittance of the 
Repurchase Price to the Purchaser or its designee in accordance with the        
Purchaser's instructions.                                                       

        At the time of repurchase or substitution, the Purchaser and the
Seller shall arrange for the reassignment of the Deleted Mortgage Loan to the   
Seller and the delivery to the Seller of any documents held by the Custodian    
relating to the Deleted Mortgage Loan. In the event of a repurchase or          
substitution, the Seller shall, simultaneously with such reassignment, give     
written notice to the Purchaser that such repurchase or substitution has taken  
place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the
Deleted Mortgage Loan from this Agreement, and, in the case of substitution,    
identify a Qualified Substitute Mortgage Loan and amend the related Mortgage    
Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan
to this Agreement. In connection with any such substitution, the Seller shall be
deemed to have made as to such Qualified Substitute Mortgage Loan the           
representations and warranties set forth in this Agreement except that all such 
representations and warranties set forth in this Agreement shall be deemed made 
as of the date of such substitution, whether or not such substitution date is   
after the related Transfer Date. The Seller shall effect such substitution by   
delivering to the Custodian or to such other party as the Purchaser may         
designate in writing for such Qualified Substitute Mortgage Loan the documents  
required by Subsection 6.03 and the Custodial Agreement, with the Mortgage Note 
endorsed as required by Subsection 6.03 and the Custodial Agreement. No         
substitution will be made in any calendar month after the initial Determination 
Date for such month. The Seller shall remit directly to the Purchaser, or its   
designee in accordance with the Purchaser's instructions the Monthly Payment    
less the Servicing Fee due, if any, on such Qualified Substitute Mortgage Loan  
or Loans in the month following the date of such substitution. Monthly Payments 
due with respect to Qualified Substitute Mortgage Loans in the month of         
substitution shall be retained by the Seller. For the month of substitution,    
distributions to the Purchaser shall include the Monthly Payment due on any     
Deleted Mortgage Loan in the month of substitution, and the Seller shall        
thereafter be entitled to retain all amounts subsequently received by the Seller
in respect of such Deleted Mortgage Loan.                                       

            For any month in which the Seller substitutes a Qualified Substitute
Mortgage Loan for a Deleted Mortgage Loan, the Seller shall determine the amount
(if any) by which the aggregate principal balance of all Qualified Substitute   
Mortgage Loans as of the date of substitution is less than the aggregate Stated 
Principal Balance of all Deleted Mortgage Loans (after application of scheduled 
principal payments due in the month of substitution). The amount of such        
shortfall shall be distributed by the Seller directly to the Purchaser or its   
designee in accordance with the Purchaser's instructions within two (2) Business
Days of such substitution.                                                      

      In addition to such repurchase or substitution obligation, the
Seller shall indemnify the Purchaser, its successors and assigns and the        
Successor Servicer and hold it harmless against any losses, damages, penalties, 
fines, forfeitures, reasonable and necessary legal fees and related costs,      
judgments, and other reasonable costs and expenses resulting from any claim,    
demand, defense or assertion based on or grounded upon, or resulting from, a    
breach of the Seller's representations and warranties contained in this         
Agreement or any Transaction Agreement. It is understood and agreed that the    
obligations of the Seller set forth in this Subsection 9.03 to cure, substitute 
for or repurchase a defective Mortgage Loan and to indemnify the Purchaser, its 
successors and assigns and the Successor Servicer as provided in this Subsection
9.03 constitute the sole remedies of the Purchaser and the Successor Servicer   
respecting a breach of the foregoing representations and warranties. For        
purposes of this paragraph, "Purchaser" shall mean the Person then acting as the
Purchaser under this Agreement and any and all Persons who previously were      
"Purchasers" under this Agreement and "Successor Servicer" shall mean the Person
then acting as the Successor Servicer under this Agreement and any and all      
Persons who previously were "Successor Servicers" under this Agreement.         

      Upon the request of the Purchaser, the Seller hereby agrees to
execute a recognition agreement in the form of Exhibit L hereto recognizing the 
servicer designated by the Purchaser therein as the Successor Servicer.         

            Any cause of action against the Seller relating to or arising out of
the breach of any representations and warranties made in Subsections 9.01, 9.02 
or 9.08 shall accrue as to any Mortgage Loan upon (i) discovery of such breach  
by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure 
by the Seller to cure such breach, repurchase such Mortgage Loan or substitute a
Qualified Substitute Mortgage Loan as specified above, and (iii) demand upon the
Seller by the Purchaser for compliance with this Agreement.                     

         Subsection 9.04   Repurchase of Mortgage Loans With First Payment
Defaults.                                                                       

            With respect to any Mortgage Loan, if the related Mortgagor fails to
make the first Monthly Payment to be made by the Mortgagor after the related    
Closing Date before the Due Date immediately following such initial Due Date    
(such date, the "First Payment Default Date", such failure to pay, a "First     
Payment Default"), the Seller shall, within five Business Days of receipt of    
notice from the Purchaser, promptly repurchase such Mortgage Loan (a "First     
Payment Default Mortgage Loan") from the Purchaser at the Purchase Price plus   
accrued interest thereon at the Mortgage Interest Rate from the date on which   
interest had last been paid through the date of such repurchase, plus the amount
of any outstanding advances owed to any servicer, plus all costs and expenses   
incurred by the Purchaser or any servicer arising out of or based upon such     
breach, including, without limitation, costs and expenses incurred in the       
enforcement of the Seller's repurchase obligation hereunder. The Purchaser shall
request repurchase of any Mortgage Loans to be repurchased pursuant to this     
Subsection 9.04 on or before the date which is thirty (30) days after the       
related First Payment Default Date.                                             

Subsection 9.05   Purchaser's Right to Review.          

       Prior to the related Closing Date, the Purchaser shall have the
right to perform on-site due diligence at the premises of the Seller with       
respect to the Mortgage Loans. The Seller will provide information and otherwise
cooperate with the due diligence reviews of the Purchaser, its co-investor's,   
its financial partner's, and the rating agencies. The Seller shall make the     
Mortgage Files and the Credit Files, together with any payment histories,       
collection histories, bankruptcy histories, broker's price opinions, and any    
other information with respect to the Mortgage Loans requested by the Purchaser,
available at the Seller's offices for review by Purchaser or its agents during  
normal business hours before the related Closing Date. The Purchaser shall have 
the right, at its own expense, to order additional broker's price opinions in   
its sole discretion.                                                            

          The Purchaser shall have the right to reject any Mortgage Loan (a)
for which the Mortgage File documentation is missing or defective in whole or in
part, (b) for which (i) the related broker's price opinion is more than 15%     
below the appraisal provided in connection with the origination of the related  
Mortgage Loan (or such other threshold as set forth in the related Purchase     
Price and Terms Agreement), (c) which does not conform to the Seller's          
Underwriting Guidelines or compliance guidelines, (d) which does not conform to 
the terms of the related Purchase Price and Terms Agreement or is in breach of  
the representations and warranties set forth herein, or (e) for which the credit
or compliance characteristics are unacceptable to the Purchaser.                

        Notwithstanding the foregoing, the Purchaser may purchase all or
part of the Mortgage Loans without conducting any partial or complete due       
diligence examination. The fact that the Purchaser has conducted or failed to   
conduct any partial or complete examination of the files shall not affect the   
Purchaser's (or any of its successor's) rights to demand repurchase or other    
relief for breach of Mortgage Loan representations and warranties, missing or   
defective documents or as otherwise provided in this Agreement.                 

SECTION 10. Closing.                                    

          Each closing for the purchase and sale of the Mortgage Loans shall
take place on the related Closing Date. At the Purchaser's option, each closing 
shall be either: by telephone, confirmed by letter or wire as the parties shall 
agree, or conducted in person, at such place as the parties shall agree.        

          The closing for the Mortgage Loans to be purchased on each Closing
Date shall be subject to each of the following conditions:                      

            (i)   prior to the related Closing Date, the Seller shall deliver to
         the Purchaser via electronic medium acceptable to the
               Purchaser, a listing on a loan-level basis of the necessary
             information to compute the Purchase Price of the Mortgage
                  Loans delivered on the related Closing Date (including accrued
    interest), and prepare a Mortgage Loan Schedule;

           (ii)  all of the representations and warranties of the Seller under
               this Agreement and the Interim Servicing Agreement shall be
                true and correct as of the related Closing Date and no event
                  shall have occurred which, with notice or the passage of time,
    would constitute a default under this Agreement;

   (iii) the Purchaser shall have received, or the Purchaser's
                  attorneys shall have received in escrow, all closing documents
                  as specified in Section 11 of this Agreement, in such forms as
                  are agreed upon and acceptable to the Purchaser, duly executed
           by all signatories other than the Purchaser as required
pursuant to the terms hereof;               

           (iv)  the Seller shall have delivered and released to the Custodian
               all documents required pursuant to the Custodial Agreement;
and                                         

      (v)   all other terms and conditions of this Agreement and the
              related Purchase Price and Terms Agreement shall have been
complied with.                              

           Subject to the foregoing conditions, the Purchaser shall pay to the
Seller on the related Closing Date the Purchase Price, plus accrued interest    
pursuant to Section 4 of this Agreement, by wire transfer of immediately        
available funds to the account designated by the Seller.                        

SECTION 11. Closing Documents.                          

           The Closing Documents for the Mortgage Loans to be purchased on the
initial Closing Date shall consist of fully executed originals of the following 
documents:                                                                      

1.    this Agreement;                                                           

2.    the Interim Servicing Agreement;                                          

3.    the Custodial Agreement;                                                  

4.    an Officer's Certificate, in the form of Exhibit E hereto with respect to 
the Seller, including all attachments thereto;                      

5.    an Opinion of Counsel of the Seller (who may be an employee of the        
   Seller), in form and substance acceptable to the Purchaser ("Opinion of
Counsel of the Seller");                                            

6.    a Custodial Account Letter Agreement or a Custodial Account Certification,
as applicable, as required under the Interim Servicing Agreement;   

7.    an Escrow Account Letter Agreement or an Escrow Account Certification, as 
applicable, as required under the Interim Servicing Agreement;      

8.    an Opinion of Counsel of the Custodian (who may be an employee of the     
Custodian), in the form of an exhibit to the Custodial Agreement;   

9.    a certificate or other evidence of merger or change of name, signed or    
  stamped by the applicable regulatory authority, if any of the Mortgage
Loans were acquired by the related Seller by merger or acquired or  
      originated by the Seller while conducting business under a name other than
its present name, if applicable; and                                

        The Closing Documents to be delivered on each Closing Date shall
consist of fully executed originals of the following documents:                 

1.    an Assignment and Conveyance in the form of Exhibit I hereto, including   
all exhibits;                                                       

2.    the related Mortgage Loan Schedule, with one copy to be attached to the   
related Assignment and Conveyance;                                  

3.    the initial certification of the Custodian with respect to the related    
  Mortgage Loan Package as required under the Custodial Agreement in the
form of Exhibit 2 thereto;                                          

4.    a Security Release Certification, substantially in the form of Exhibit E  
      or F, hereto executed by any person, as requested by the Purchaser, if any
of the Mortgage Loans have at any time been subject to any security 
interest, pledge or hypothecation for the benefit of such person;   

5.    a certificate or other evidence of merger or change of name, signed or    
  stamped by the applicable regulatory authority, if any of the Mortgage
    Loans were acquired by the Seller by merger or acquired or originated by
    the Seller while conducting business under a name other than its present
name, if applicable; and                                            

6.    if requested, by the Purchaser in connection with a material change in    
     Seller's financial condition or corporate structure, an updated Officer's
   Certificate, in the form of Exhibit E hereto, including all attachments
   thereto and an updated Opinion of Counsel of the Seller, in the form of
Exhibit F hereto.                                                   

7.    a MERS Report reflecting the Custodian as Investor and no Person as       
Interim Funder for each MERS Designated Mortgage Loan.              

       The Seller shall bear the risk of loss of the closing documents
until such time as they are received by the Purchaser or its attorneys.         

SECTION 12. Costs.                                      

       The Purchaser shall pay its due diligence fees and the fees and
expenses of its counsel. All servicing fees incurred prior to the related       
Closing Date, and all costs and expenses incurred in connection with the        
transfer of the Mortgage Loans, fees to transfer files and prepare              
assignments/endorsements, all initial recording fees, if any, for the           
assignments of mortgage for all Mortgage Loans not recorded in the name of MERS,
all fees, if any, for transferring record ownership on the MERS system of       
Mortgage Loans recorded in the name of MERS, custodial fees, including the costs
associated with clearing exceptions, (including costs to record intervening     
assignments and any existing assumption and modification agreements), together  
with the fees and expenses of Seller's counsel, shall be payable by the Seller. 

SECTION 13. Cooperation of Seller with a Reconstitution.

           The Seller and the Purchaser agree that with respect to some or all
of the Mortgage Loans, after the related Closing Date, on one or more dates     
(each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans   
then subject to this Agreement, without recourse, to:                           

          (i)   one or more third party purchasers in one or more Whole Loan
Transfers; or                               

          (ii)  one or more trusts or other entities to be formed as part of
one or more Securitization Transactions;    

        With respect to each Whole Loan Transfer and each Securitization
Transaction entered into by the Purchaser, the Seller agrees (1) to cooperate   
fully with the Purchaser and any prospective purchaser with respect to all      
reasonable requests and due diligence procedures; (2) to restate the            
representations and warranties set forth in this Agreement and the Interim      
Servicing Agreement as of the related Reconstitution Date, provided, that with  
respect to representations and warranties for which modifications may be        
necessary to reflect changes due to events that may have occurred since the     
related Closing Date, such representations and warranties shall be restated as  
of the related Transfer Date, modified, if necessary, to reflect changes due to 
events that may have occurred from the related Closing Date through the related 
Transfer Date and (3) to enter into an assignment and recognition agreement or  
other agreement in connection with such Transaction (the "Transaction           
Agreement") setting forth such restated representations and warranties as of the
related Transfer Date and the remedies for breach of same (which remedies will  
be the same as those set forth in this Agreement). The Seller shall use its     
reasonable best efforts to assist the Purchaser, and any prospective purchaser, 
if the Purchaser or such prospective purchaser so requests, in connection with  
each Transaction, which assistance shall include, but not be limited to, (i)    
providing any information relating to the Mortgage Loans necessary to assist in 
the preparation of any disclosure documents, (ii) restating as of the related   
Transfer Date, for the benefit of the Purchaser, its assignees and the Successor
Servicer, the same representations and warranties as to the Mortgage Loans as   
set forth in clause (2) above, and (iii) delivering an opinion of counsel (which
may be from in-house counsel) in form and substance satisfactory to the         
Purchaser if requested by the Purchaser, provided that any opinion required of  
outside counsel with respect to Rule 10B-5 shall be at the expense of Purchaser 
which shall not exceed $2,500. The Seller agrees to enter into (a) an           
assignment, assumption and recognition agreement pursuant to which the Seller   
assigns the restated representations and warranties and remedies to the         
Transaction. If a Transaction occurs during an Interim Period, the Seller agrees
to enter into a sub-servicing agreement with the Purchaser and the related      
successor servicer mutually acceptable to the parties. Any such sub-servicing   
agreement shall require the Seller to deliver (but not file) all necessary      
Sarbanes-Oxley certifications with respect to the Mortgage Loans mutually       
acceptable to the parties. Moreover, the Seller agrees to cooperate with all    
reasonable requests made by the Purchaser to effect such Transaction Agreements 
and Reconstitutions. The Seller shall indemnify the Purchaser, each Affiliate   
designated by the Purchaser, each Person who controls the Purchaser or such     
Affiliate, and any Successor Servicer and hold each of them harmless from and   
against any losses, damages, penalties, fines, forfeitures, reasonable and      
necessary legal fees and related costs, judgments, and any other reasonable     
costs, fees and expenses that each of them may sustain in any way related to any
information provided by or on behalf of the Seller regarding the Seller, the    
Seller's servicing practices or performance, the Mortgage Loans or the          
Underwriting Guidelines set forth in any offering document prepared in          
connection with any Reconstitution which contains or will contain any material  
untrue statement of fact or omits or will omit to state a fact necessary to make
the statements contained herein or therein not misleading. For purposes of the  
previous sentence, "Purchaser" shall mean the Person then acting as the         
Purchaser under this Agreement and any and all Persons who previously were      
"Purchasers" under this Agreement.                                              

      In the event the Purchaser has elected to have the Seller hold
record title to the Mortgages, prior to the Reconstitution Date, the Seller     
shall prepare an assignment of mortgage in blank or to the prospective purchaser
or trustee, as applicable, from the Seller, acceptable to the prospective       
purchaser or trustee, as applicable, for each Mortgage Loan that is part of the 
Reconstitution and shall pay all preparation and recording costs associated     
therewith. In connection with the Reconstitution, the Seller shall execute each 
Assignment of Mortgage, (except with respect to each MERS Designated Mortgage   
Loan), track such Assignments of Mortgage to ensure they have been recorded and 
deliver them as required by the prospective purchaser or trustee, as applicable,
upon the Seller's receipt thereof. Additionally, the Seller shall prepare and   
execute, at the direction of the Purchaser, any note endorsement in connection  
with any and all seller/servicer agreements.                                    

All Mortgage Loans not sold or transferred pursuant to a
Reconstitution shall remain subject to this Agreement and, if the Interim       
Servicing Agreement shall remain in effect with respect to the Mortgage Loans,  
shall continue to be serviced in accordance with the terms of this Agreement and
the Interim Servicing Agreement and with respect thereto this Agreement shall   
remain in full force and effect.                                                

SECTION 14. The Seller.                                 

         Subsection 14.01  Additional Indemnification by the Seller; Third
Party Claims.                                                                   

           The Seller shall indemnify the Purchaser and the Successor Servicer
and hold it harmless against any and all claims, losses, damages, penalties,    
fines, forfeitures, legal fees (including (without limitation) legal fees       
incurred in connection with the enforcement of the Seller's indemnification     
obligation under this Subsection 14.01) and related costs, judgments, and any   
other reasonable costs, fees and expenses that the Purchaser or the Successor   
Servicer have incurred as a result of (a) the failure of the Seller to perform  
its duties under this Agreement or (b) any breach of any of Seller's            
representations, warranties or covenants set forth in this Agreement, (c) any   
failure to service the Mortgage Loans in strict compliance with the terms of the
Interim Servicing Agreement or (d) any breach of any of Seller's                
representations, warranties or covenants set forth in Transaction Agreement     
entered into pursuant to Section 13. The Seller immediately shall notify the    
Purchaser if a claim is made by a third party against the Seller with respect to
this Agreement or any Transaction Agreement or the Mortgage Loans, assume (with 
the prior written consent of the Purchaser) the defense (provided, that if the  
Purchaser does not consent, the Purchaser shall assume the defense) of any such 
claim and pay all expenses in connection therewith, including counsel fees, and 
promptly pay, discharge and satisfy any judgment or decree which may be entered 
against it or the Purchaser in respect of such claim.                           

           With respect to any third party claim or defense which Purchaser is
defending which relates to an allegation that Seller failed to originate or     
service a Mortgage Loan in accordance with any federal, state or local law, in  
the event that the Seller does not possess, and/or fails to deliver to the      
Purchaser upon demand, evidence of Seller's compliance with all such            
requirements of applicable law, Seller shall (a) repurchase such Mortgage Loan  
at the Repurchase Price and (b) indemnify the Purchaser for all expenses in     
connection with the Purchaser's defense of such claim, including legal fees, and
(c) assume the defense of any such claim and pay all expenses in connection     
therewith, including counsel fees, and promptly pay, discharge and satisfy any  
judgment or decree which may be entered against it or the Purchaser in respect  
of such claim.                                                                  

            The Purchaser promptly shall reimburse the Seller for all reasonable
amounts advanced by it pursuant to the preceding paragraphs, except when the    
claim is in any way related to the Servicer's indemnification pursuant to       
Section 9.04, this Section 14.01 or the Interim Servicing Agreement, or is in   
any way related to the failure of the Seller to service and administer the      
Mortgage Loans in strict compliance with the terms of this Agreement or any     
Transaction Agreement.                                                          

Subsection 14.02  Purchaser Indemnification             

      The Purchaser shall indemnify and hold harmless Seller and its
directors, officers, partners and each Person, if any, that controls Seller,    
within the meaning of either the Securities Act or the Exchange Act, against any
and all losses, claims, damages, penalties, fines, forfeitures or liabilities to
which Seller or any such director, officer, partner or controlling Person may   
become subject, under the Securities Act, the Exchange Act or otherwise, to the 
extent that such losses, claims, damages, penalties, fines, forfeitures or      
liabilities (or actions in respect thereof) arise out of the servicing of the   
Mortgage Loans by a successor servicer, out of or are based upon any untrue     
statement or alleged untrue statement of any material fact contained in any     
offering document prepared in connection with any Reconstitution or any         
amendment or supplement thereto, or arise out of or are based upon the omission 
or alleged omission to state therein a material fact required to be stated      
therein or necessary to make the statements therein, in light of the            
circumstances in which they were made, not misleading, but only to the extent   
that such untrue statement or alleged untrue statement or omission or alleged   
omission relates to information set forth in any information provided by the    
Purchaser set forth in any offering document prepared in connection with any    
Reconstitution, and the Purchaser shall in each case reimburse Seller and each  
such director, officer, partner or controlling Person for any legal or other    
expenses reasonably incurred by Seller, and each such director, officer or      
controlling Person, in connection with investigating or defending any such loss,
claim, damage, liability, penalties, fines, forfeitures or action, as such      
expenses are incurred.                                                          

Subsection 14.03  Merger or Consolidation of the Seller 

     The Seller will keep in full effect its existence, rights and
franchises as a corporation under the laws of the state of its formation except 
as permitted herein, and will obtain and preserve its qualification to do       
business as a foreign corporation in each jurisdiction in which such            
qualification is or shall be necessary to protect the validity and              
enforceability of this Agreement, or any of the Mortgage Loans and to perform   
its duties under this Agreement.                                                

          Any Person into which the Seller may be merged or consolidated, or
any entity resulting from any merger, conversion or consolidation to which the  
Seller shall be a party, or any Person succeeding to the business of the Seller,
shall be the successor of the Seller hereunder, without the execution or filing 
of any paper or any further act on the part of any of the parties hereto,       
anything herein to the contrary notwithstanding; provided, however, that the    
successor or surviving Person shall have a net worth of at least $25,000,000.   

SECTION 15. Financial Statements.                       

     Financial information regarding the Seller may be provided to
prospective purchasers for a period of three (3) years following the related    
Closing Date; provided, however, that such information will be limited to the   
audited financial statements of the Seller for the three (3) years preceding    
such disclosure; and such information may only be provided if the prospective   
purchaser has executed a written confidentiality agreement, addressed to the    
Seller, stating that all non-public information will be used only for the       
purposes of evaluating the proposed investment and that the prospective         
purchaser has required such information as integral to its decision-making      
process. Copies of any such confidentiality agreements must be delivered by the 
Purchaser to the Seller within five (5) Business Days of receipt thereof by the 
Purchaser.                                                                      

            The Seller also agrees to allow reasonable access to a knowledgeable
financial or accounting officer for the purpose of answering questions asked by 
any prospective purchaser regarding recent developments affecting the Seller or 
the financial statements of the Seller.                                         

SECTION 16. Notices.                                    

     All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed, by registered or 
certified mail, return receipt requested, or, if by other means, when received  
by the other party at the address as follows:                                   

(i)   if to a Seller:                       

Fremont Investment & Loan       
2727 East Imperial Highway      
Brea, CA 92821                  
        Attention: Senior Vice President-Finance

(ii) if to the Purchaser:                 

Goldman Sachs Mortgage Company  
85 Broad Street                 
New York, New York 10004        
Attention: Eugene Gorelik       

or such other address as may hereafter be furnished to the other party by like  
notice. Any such demand, notice or communication hereunder shall be deemed to   
have been received on the date delivered to or received at the premises of the  
addressee (as evidenced, in the case of registered or certified mail, by the    
date noted on the return receipt).                                              

SECTION 17. Severability Clause.                        

        Any part, provision representation or warranty of this Agreement
which is prohibited or unenforceable or is held to be void or unenforceable in  
any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of
such prohibition or unenforceability without invalidating the remaining         
provisions hereof, and any such prohibition or unenforceability in any          
jurisdiction as to any Mortgage Loan shall not invalidate or render             
unenforceable such provision in any other jurisdiction. To the extent permitted 
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof. If the invalidity of any 
part, provision, representation or warranty of this Agreement shall deprive any 
party of the economic benefit intended to be conferred by this Agreement, the   
parties shall negotiate, in good-faith, to develop a structure the economic     
effect of which is nearly as possible the same as the economic effect of this   
Agreement without regard to such invalidity.                                    

SECTION 18. Counterparts.                               

      This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such  
counterparts shall constitute one and the same instrument.                      

SECTION 19. Governing Law.                              

      This Agreement shall be deemed in effect when a fully executed
counterpart thereof is received by the Purchaser in the State of New York and   
shall be deemed to have been made in the State of New York. The Agreement shall 
be construed in accordance with the laws of the State of New York and the       
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with the substantive laws of the State of New York (without regard to
conflicts of laws principles), except to the extent preempted by Federal law.   

SECTION 20. Intention of the Parties.                   

            It is the intention of the parties that the Purchaser is purchasing,
and the Seller is selling the Mortgage Loans and not a debt instrument of the   
Seller or another security. Accordingly, the parties hereto each intend to treat
the transaction for Federal income tax purposes as a sale by the Seller, and a  
purchase by the Purchaser, of the Mortgage Loans. Moreover, the arrangement     
under which the Mortgage Loans are held shall be consistent with classification 
of such arrangement as a grantor trust in the event it is not found to represent
direct ownership of the Mortgage Loans. The Purchaser shall have the right to   
review the Mortgage Loans and the related Mortgage Loan Files to determine the  
characteristics of the Mortgage Loans which shall affect the Federal income tax 
consequences of owning the Mortgage Loans and the Seller shall cooperate with   
all reasonable requests made by the Purchaser in the course of such review.     

  SECTION 21. Successors and Assigns; Assignment of Purchase
Agreement.                                                                      

    This Agreement shall bind and inure to the benefit of and be
enforceable by the Seller and the Purchaser and the respective permitted        
successors and assigns of the Seller and the successors and assigns of the      
Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the 
Seller to a third party without the prior written consent of the Purchaser,     
which consent may be withheld by the Purchaser in its sole discretion. This     
Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or 
in part, and with respect to one or more of the Mortgage Loans, without the     
consent of the Seller; provided that with respect to each Mortgage Loan Package,
Seller shall not be required to recognize more than (a) three transferees of the
Purchaser pursuant to Securitization Transactions and (b) one transferee of the 
Purchaser pursuant to a Whole Loan Transfer. In the event the Purchaser assigns 
this Agreement, and the assignee assumes any of the Purchaser's obligations     
hereunder, the Seller acknowledges and agrees to look solely to such assignee,  
and not to the Purchaser, for performance of the obligations so assumed and the 
Purchaser shall be relieved from any liability to the Seller with respect       
thereto. The Successor Servicer shall be an intended third party beneficiary of 
this Agreement to the same extent as if it were a party hereto, and shall have  
the right to enforce the provisions of this Agreement.                          

SECTION 22. Waivers.                                    

        No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against
whom such waiver or modification is sought to be enforced.                      

SECTION 23. Exhibits.                                   

         The exhibits to this Agreement are hereby incorporated and made a
part hereof and are an integral part of this Agreement.                         

SECTION 24. General Interpretive Principles.            

     For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:                              

          (a) the terms defined in this Agreement have the meanings assigned
to them in this Agreement and include the plural as well as the singular, and   
the use of any gender herein shall be deemed to include the other gender;       

           (b) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;   

       (c) references herein to "Articles," "Sections," "Subsections,"
"Paragraphs," and other subdivisions without reference to a document are to     
designated Articles, Sections, Subsections, Paragraphs and other subdivisions of
this Agreement;                                                                 

            (d) reference to a Subsection without further reference to a Section
is a reference to such Subsection as contained in the same Section in which the 
reference appears, and this rule shall also apply to Paragraphs and other       
subdivisions;                                                                   

        (e) the words "herein," "hereof," "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular     
provision; and                                                                  

           (f) the term "include" or "including" shall mean without limitation
by reason of enumeration.                                                       

SECTION 25. Reproduction of Documents.                  

     This Agreement and all documents relating thereto, including,
without limitation, (a) consents, waivers and modifications which may hereafter 
be executed, (b) documents received by any party at the closing, and (c)        
financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,       
micro-card, miniature photographic or other similar process. The parties agree  
that any such reproduction shall be admissible in evidence as the original      
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the 
regular course of business, and that any enlargement, facsimile or further      
reproduction of such reproduction shall likewise be admissible in evidence.     

SECTION 26. Further Agreements.                         

         The Seller and the Purchaser each agree to execute and deliver to
the other such reasonable and appropriate additional documents, instruments or  
agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.                                                                      

SECTION 27. Recordation of Assignments of Mortgage.     

          To the extent permitted by applicable law, each of the Assignments
of Mortgage is subject to recordation in all appropriate public offices for real
property records in all the counties or their comparable jurisdictions in which 
any or all of the Mortgaged Properties are situated, and in any other           
appropriate public recording office or elsewhere, such recordation to be        
effected at the Seller's expense in the event recordation is either necessary   
under applicable law or requested by the Purchaser (which request may be made by
the Purchaser at any time following the related Closing Date) at its sole option
(except with respect to any MERS Designated Mortgage Loan).                     

SECTION 28. No Solicitation.                            

          From and after the related Closing Date, the Seller agrees that it
will not take any action or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on the Seller's behalf, to        
personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan 
to refinance a Mortgage Loan, in whole or in part, without the prior written    
consent of the Purchaser. It is understood and agreed that all rights and       
benefits relating to the solicitation of any mortgagors to refinance any        
Mortgage Loans and the attendant rights, title and interest in and to the list  
of such mortgagors and data relating to their mortgages (including insurance    
renewal dates) shall be transferred to the Purchaser pursuant to the Purchase   
Agreement on the related Closing Date and the Seller shall take no action to    
undermine these rights and benefits. Notwithstanding the foregoing, it is       
understood and agreed that promotions undertaken by the Seller or any affiliate 
of the Seller which are directed to the general public at large, including,     
without limitation, mass mailing, internet, and email solicitations based, in   
all instances, on commercially acquired mailing lists (which may not be targeted
at the Mortgagors,) and newspaper, radio and television advertisements shall not
constitute solicitation under this Section 28. It is understood and agreed that 
responses to payoff inquiries by the Mortgagors or obligors shall not constitute
solicitation for purposes of this Section 28.                                   

SECTION 29. Waiver of Trial by Jury.                    

    THE SELLER AND THE PURCHASER EACH KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS 
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.                              

SECTION 30. Submission To Jurisdiction; Waivers.        

 Each party hereto hereby irrevocably and unconditionally:

        (A) SUBMITS ITSELF IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT   
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN   
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;                    

         (B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT   
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY  
SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT     
COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;                                

           (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR   
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET    
FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH THE PARTIES HERETO SHALL HAVE    
BEEN NOTIFIED; AND                                                              

       (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION.                                               

SECTION 31. Confidential Information                    

       The Seller understands and agrees that this Agreement, the Side
Letter, the related Purchase Price and Terms Letter, the Interim Servicing      
Agreement, and any other agreements executed in connection with the sale        
contemplated hereunder, any agreements executed in connection with the          
securitization of the Mortgage Loans, and any offering circulars or other       
disclosure documents produced in connection with such securitization (the       
"Agreements") are confidential and proprietary to the Purchaser, and the Seller 
agrees to hold such documents confidential and not to divulge such documents to 
anyone except (a) to the extent required by law or judicial order or to enforce 
its rights or remedies under the related Purchase Price and Terms Agreement or  
the Agreements, (b) to the extent such information enters into the public domain
other than through the wrongful act of the Seller, (c) as is necessary in       
working with legal counsel, auditors, agents, rating agencies, taxing           
authorities or other governmental agencies or (d) the federal income tax        
treatment of the transactions hereunder, any fact relevant to understanding the 
federal tax treatment of the transactions hereunder, and all materials of any   
kind (including opinions or other tax analyses) relating to such federal income 
tax treatment; provided that the Seller may not disclose the name of or         
identifying information with respect to Purchaser or any pricing terms or other 
nonpublic business or financial information that is unrelated to the purported  
or claimed federal income tax treatment of the transactions hereunder and is not
relevant to understanding the purported or claimed federal income tax treatment 
of the transactions hereunder.                                                  

            Moreover, the Seller understands and agrees that this Agreement, any
other agreements executed in connection with the sale contemplated hereunder,   
any agreements executed in connection with the securitization of the Mortgage   
Loans, and any offering circulars or other disclosure documents produced in     
connection with such securitization are confidential and proprietary to the     
Purchaser, and the Seller agrees to hold such documents confidential and not to 
divulge such documents to anyone except (a) to the extent required by law or    
judicial order or to enforce its rights or remedies under this letter agreement 
or the Agreements, (b) to the extent such information enters into the public    
domain other than through the wrongful act of the Seller, or (c) as is necessary
in working with legal counsel, auditors, agents, rating agencies, taxing        
authorities or other governmental agencies. The rights and obligations set forth
in this paragraph shall survive the Closing Date and shall not merge into the   
closing documents but shall be independently enforceable by the parties hereto. 

SECTION 32. Compliance with Regulation AB                           

Subsection 32.01  Intent of the Parties; Reasonableness.            

           The Purchaser and the Seller acknowledge and agree that the purpose
of Section 32 of this Agreement is to facilitate compliance by the Purchaser and
any Depositor with the provisions of Regulation AB and related rules and        
regulations of the Commission. Although Regulation AB is applicable by its terms
only to offerings of asset-backed securities that are registered under the      
Securities Act, the Seller acknowledges that investors in privately offered     
securities may require that the Purchaser or any Depositor provide comparable   
disclosure in unregistered offerings. References in this Agreement to compliance
with Regulation AB include provision of comparable disclosure in private        
offerings.                                                                      

           Neither the Purchaser nor any Depositor shall exercise its right to
request delivery of information or other performance under these provisions     
other than in good faith, or for purposes other than compliance with the        
Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder (or the provision in a private offering of disclosure comparable to  
that required under the Securities Act). Each of the Seller and the Purchaser   
acknowledge that interpretations of the requirements of Regulation AB may change
over time, whether due to interpretive guidance provided by the Commission or   
its staff, consensus among participants in the asset-backed securities markets, 
advice of counsel, or otherwise, and agrees to comply with reasonable requests  
made by the Purchaser or any Depositor in good faith for delivery of information
under these provisions on the basis of evolving interpretations of Regulation   
AB. In connection with any Securitization Transaction, each of the Seller and   
the Purchaser shall cooperate fully with the other party to deliver any and all 
statements, reports, certifications, records and any other information necessary
in the good faith determination of the party requesting such information to     
comply with the provisions of Regulation AB, together with such disclosures     
relating to the Seller, any Third-Party Originator and the Mortgage Loans, or   
the servicing of the Mortgage Loans, reasonably believed to be necessary in     
order to effect such compliance.                                                

         The Purchaser (including any of its assignees or designees) shall
cooperate with the Seller by providing timely notice of requests for information
under these provisions and by reasonably limiting such requests to information  
required, in the Purchaser's reasonable judgment, to comply with Regulation AB. 

Subsection 32.02  Additional Representations and Warranties of the  
Seller.                                                                         

   (a) The Seller shall be deemed to represent to the Purchaser and to any
Depositor, as of the date on which information is first provided to the         
Purchaser or any Depositor under Subsection 32.03 that, except as disclosed in  
writing to the Purchaser or such Depositor prior to such date: (i) there are no 
material legal or governmental proceedings pending (or known to be contemplated)
against the Seller or any Third-Party Originator; and (ii) there are no         
affiliations, relationships or transactions relating to the Seller or any       
Third-Party Originator with respect to any Securitization Transaction and any   
party thereto identified by the related Depositor of a type described in Item   
1119 of Regulation AB.                                                          

(b) If so requested by the Purchaser or any Depositor on any date   
following the date on which information is first provided to the Purchaser or   
any Depositor under Subsection 32.03, the Seller shall, within five Business    
Days following such request, confirm in writing the accuracy of the             
representations and warranties set forth in paragraph (a) of this Section or, if
any such representation and warranty is not accurate as of the date of such     
request, provide reasonably adequate disclosure of the pertinent facts, in      
writing, to the requesting party.                                               

Subsection 32.03 Information to Be Provided by the Seller.          

          In connection with any Securitization Transaction the Seller shall
(i) within five Business Days following request by the Purchaser or any         
Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause
each Third-Party Originator to provide), in writing and in form and substance   
reasonably satisfactory to the Purchaser and such Depositor, the information and
materials specified in paragraphs (a) and (b) of this Section, and (ii) as      
promptly as practicable following notice to or discovery by the Seller, provide 
to the Purchaser and any Depositor (in writing and in form and substance        
reasonably satisfactory to the Purchaser and such Depositor) the information    
specified in paragraph (d) of this Section.                                     

   (a) If so requested by the Purchaser or any Depositor, the Seller shall
provide such information regarding (i) the Seller, as originator of the Mortgage
Loans (including as an acquirer of Mortgage Loans from a Qualified              
Correspondent), or (ii) each Third-Party Originator, as is requested for the    
purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of       
Regulation AB. Such information shall include, at a minimum:                    

(A) the originator's form of organization;              

         (B) a description of the originator's origination program and how
    long the originator has been engaged in originating residential mortgage
   loans, which description shall include a discussion of the originator's
      experience in originating mortgage loans of a similar type as the Mortgage
     Loans; information regarding the size and composition of the originator's
    origination portfolio; and information that may be material, in the good
   faith judgment of the Purchaser or any Depositor, to an analysis of the
performance of the Mortgage Loans, including the originators'       
  credit-granting or underwriting criteria for mortgage loans of similar
     type(s) as the Mortgage Loans and such other information as the Purchaser
      or any Depositor may reasonably request for the purpose of compliance with
Item 1110(b)(2) of Regulation AB;                                   

           (C) a description of any material legal or governmental proceedings
pending (or known to be contemplated) against the Seller and each   
Third-Party Originator; and                                         

        (D) a description of any affiliation or relationship between the
     Seller, each Third-Party Originator and any of the following parties to a
    Securitization Transaction, as such parties are identified to the Seller
by the Purchaser or any Depositor in writing in advance of such     
Securitization Transaction:                                         

(1) the sponsor;                            
(2) the depositor;                          
(3) the issuing entity;                     
(4) any servicer;                           
(5) any trustee;                            
(6) any originator;                         
(7) any significant obligor;                
(8) any enhancement or support provider; and
(9) any other material transaction party.   

   (b) If so requested by the Purchaser or any Depositor, the Seller shall
provide (or, as applicable, cause each Third-Party Originator to provide) Static
Pool Information with respect to the mortgage loans (of a similar type as the   
Mortgage Loans, as reasonably identified by the Purchaser as provided below)    
originated by (i) the Seller, if the Seller is an originator of Mortgage Loans  
(including as an acquirer of Mortgage Loans from a Qualified Correspondent),    
and/or (ii) each Third-Party Originator. Such Static Pool Information shall be  
prepared by the Seller (or Third-Party Originator) on the basis of its          
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
of Regulation AB. To the extent that there is reasonably available to the Seller
(or Third-Party Originator) Static Pool Information with respect to more than   
one mortgage loan type, the Purchaser or any Depositor shall be entitled to     
specify whether some or all of such information shall be provided pursuant to   
this paragraph. The content of such Static Pool Information may be in the form  
customarily provided by the Seller, and need not be customized for the Purchaser
or any Depositor. Such Static Pool Information for each vintage origination year
or prior securitized pool, as applicable, shall be presented in increments no   
less frequently than quarterly over the life of the mortgage loans included in  
the vintage origination year or prior securitized pool. The most recent periodic
increment must be as of a date no later than one hundred thirty-five (135) days 
prior to the date of the prospectus or other offering document in which the     
Static Pool Information is to be included or incorporated by reference. The     
Static Pool Information shall be provided in an electronic format that provides 
a permanent record of the information provided, such as a portable document     
format (pdf) file, or other such electronic format reasonably required by the   
Purchaser or the Deposi