GSAMP Trust 2005-HE3 – ‘8-K’ for 6/30/05 – EX-4

On:  Friday, 7/15/05, at 5:26pm ET   ·   For:  6/30/05   ·   Accession #:  914121-5-1353   ·   File #:  333-120274-26

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     14K 
 2: EX-4        Pooling and Servicing Agreement                      343±  1.30M 

EX-4   —   Pooling and Servicing Agreement
Exhibit Table of Contents

EX-4
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                                                                       EXHIBIT 4

 GS MORTGAGE SECURITIES CORP.,

Depositor,

 NC CAPITAL CORPORATION,

Responsible Party,

COUNTRYWIDE HOME LOANS SERVICING LP,

 Servicer,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

 Servicer,

WILSHIRE CREDIT CORPORATION,

 Servicer,

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

Custodian,

 WELLS FARGO BANK, N.A.,

Custodian,

 and

 DEUTSCHE BANK NATIONAL TRUST COMPANY,

 Trustee

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

 POOLING AND SERVICING AGREEMENT

Dated as of June 1, 2005

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

GSAMP TRUST 2005-HE3

 MORTGAGE PASS-THROUGH CERTIFICATES,

 SERIES 2005-HE3

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 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   Representations, Warranties and Covenants of Each Servicer,      
             Each Custodian and the Responsible Party.................
Section 2.04   [Reserved.].................................................     
Section 2.05   Execution and Delivery of Certificates......................     
Section 2.06   REMIC Matters...............................................     
Section 2.07   Representations and Warranties of the Depositor.............     
Section 2.08   Enforcement of Purchaser Obligations........................     

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF MORTGAGE LOANS

Section 3.01   Servicers to Service Mortgage Loans.........................     
Section 3.02   Subservicing Agreements between a Servicer and Subservicers.     
Section 3.03   Successor Subservicers......................................     
Section 3.04   Liability of the Servicers..................................     
Section 3.05   No Contractual Relationship between Subservicers and the         
Trustee                                     
Section 3.06   Assumption or Termination of Subservicing Agreements by          
Trustee                                     
Section 3.07   Collection of Certain Mortgage Loan Payments................     
Section 3.08   Subservicing Accounts.......................................     
Section 3.09   Collection of Taxes, Assessments and Similar Items; Escrow       
Accounts                                    
Section 3.10   Collection Accounts.........................................     
Section 3.11   Withdrawals from the Collection Accounts....................     
Section 3.12   Investment of Funds in the Collection Accounts and the           
             Distribution Account.....................................
Section 3.13   Maintenance of Hazard Insurance, Errors and Omissions and        
             Fidelity Coverage........................................
Section 3.14   Enforcement of Due-on-Sale Clauses; Assumption Agreements...     
Section 3.15   Realization upon Defaulted Mortgage Loans...................     
Section 3.16   Release of Mortgage Files...................................     
Section 3.17   Title, Conservation and Disposition of REO Property.........     
Section 3.18   Notification of Adjustments.................................     
Section 3.19   Access to Certain Documentation and Information Regarding        
             the Mortgage Loans.......................................
Section 3.20   Documents, Records and Funds in Possession of the Servicers      
             to Be Held for the Trustee...............................
Section 3.21   Servicing Compensation......................................     
Section 3.22   Annual Statement as to Compliance...........................     
Section 3.23   Annual Independent Public Accountants' Servicing Statement;      
             Financial Statements.....................................
Section 3.24   Trustee to Act as Servicer..................................     
Section 3.25   Compensating Interest.......................................     
Section 3.26   Credit Reporting; Gramm-Leach-Bliley Act....................     
Section 3.27   Excess Reserve Fund Account; Distribution Account...........     
Section 3.28   Optional Purchase of Delinquent Mortgage Loans..............     
Section 3.29   Transfer of Servicing for Certain Fremont Mortgage Loans         
             and Certain Acoustic Mortgage Loans......................

ARTICLE IV
 DISTRIBUTIONS AND

 ADVANCES BY THE SERVICERS

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

 ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

 THE DEPOSITOR AND THE SERVICERS

Section 6.01   Respective Liabilities of the Depositor and the Servicers...     
Section 6.02   Merger or Consolidation of the Depositor or a Servicer......     
Section 6.03   Limitation on Liability of the Depositor, the Servicers          
and Others                                  

Section 6.04   Limitation on Resignation of a Servicer.....................     
Section 6.05   Additional Indemnification by the Servicers; Third Party         
Claims                                      

 ARTICLE VII

 DEFAULT

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

ARTICLE VIII

CONCERNING THE TRUSTEE

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

ARTICLE IX

 TERMINATION

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

 ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01  Amendment...................................................     
Section 10.02  Recordation of Agreement; Counterparts......................     
Section 10.03  Governing Law...............................................     
Section 10.04  Intention of Parties........................................     
Section 10.05  Notices.....................................................     
Section 10.06  Severability of Provisions..................................     
Section 10.07  Assignment; Sales; Advance Facilities.......................     
Section 10.08  Limitation on Rights of Certificateholders..................     
Section 10.09  Inspection and Audit Rights.................................     
Section 10.10  Certificates Nonassessable and Fully Paid...................     
Section 10.11  Waiver of Jury Trial........................................     
Section 10.12  Limitation of Damages.......................................     
Section 10.13  Rights of the Swap Provider.................................     

SCHEDULES                                                                       

Schedule I     Mortgage Loan Schedule                                           

Schedule II    Representations and Warranties of Countrywide, as Servicer       

Schedule III   Representations and Warranties of JPMorgan, as Servicer          

Schedule IV    Representations and Warranties of Wilshire, as Servicer          

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

Schedule VI    Representations and Warranties of Wells Fargo Bank, N.A., as     
Custodian                                         

Schedule VII   Representations and Warranties of the Responsible Party as to the
Individual Mortgage Loans                         

Schedule VIII  Representations and Warranties of the Responsible Party          

EXHIBITS                                                                        

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

Exhibit B      Form of Class P Certificate                                      

Exhibit C-1    Form of Class R-1 Certificate                                    

Exhibit C-2    Form of Class R-2 Certificate                                    

Exhibit D      Form of Class X Certificate                                      

Exhibit E      Form of Initial Certification of Custodians or Trustee           

Exhibit F      Form of Document Certification and Exception Report of Custodians
or Trustee                                        

Exhibit G      Form of Residual Transfer Affidavit                              

Exhibit H      Form of Transferor Certificate                                   

Exhibit I      Form of Rule 144A Letter                                         

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

Exhibit K      Form of Request for Release                                      

Exhibit L      Contents of Each Mortgage File                                   

Exhibit M      Servicer Reporting Requirements                                  

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

Exhibit O      Form of Trustee Certification to be provided to Depositor        

Exhibit P      Form of Servicer Certification to be provided to Depositor       

Exhibit Q      Fremont Agreements                                               

Exhibit R      Representations and Warranties Agreement                         

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          THIS POOLING AND SERVICING AGREEMENT, dated as of June 1, 2005, is
among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the "Depositor"), NC
CAPITAL CORPORATION, a California corporation (the "Responsible Party"),        
COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership                
("Countrywide"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking  
association ("JPMorgan"), WILSHIRE CREDIT CORPORATION, a Nevada corporation     
("Wilshire" and together with Countrywide and JPMorgan, the "Servicers"), J.P.  
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association      
("J.P. Morgan Trust Company"), WELLS FARGO BANK, N.A., a national banking       
association ("Wells Fargo" and together with J.P. Morgan Trust Company, the     
"Custodians"), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking     
association, as trustee (the "Trustee").                                        

W I T N E S S E T H:

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

 PRELIMINARY STATEMENT

           The Trustee shall elect that four 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 four REMICs (each, a "Trust REMIC" or, in the            
alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier REMIC   
and the Upper-Tier REMIC, respectively). The Class X Interest and each Class of 
LIBOR Certificates (other than the right of each Class of 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) represents 
ownership of a regular interest in a REMIC for purposes of the REMIC Provisions.
The Class R-2 Certificates represent ownership of the sole class of residual    
interest in Pooling-Tier REMIC-1 for purposes of the REMIC Provisions. The Class
R-1 Certificates represent ownership of the sole class of residual interest in  
each of Pooling-Tier REMIC-2, the Lower-Tier REMIC and the Upper-Tier REMIC for 
purposes of the REMIC Provisions. The Start-up Day for each REMIC described     
herein is the Closing Date. The latest possible maturity date for each          
Certificate is the latest date referenced in Section 2.06. 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
represents a beneficial ownership of a regular interest in the Upper-Tier REMIC,
the right to receive Upper-Tier Carry Forward Amounts (and, without duplication,
Basis Risk Carry Forward Amounts), and the obligation to pay Class IO           
Shortfalls, the Class X Certificates represent beneficial ownership of the Class
X Regular Interest, the Interest Rate Swap Agreement, the Supplemental Interest 
Trust, the Excess Reserve Fund Account and the right to receive Class IO        
Shortfalls, and the Class P Certificates represent beneficial ownership of the  
Prepayment Premiums, which portions of the Trust Fund shall be treated as a     
grantor trust.                                                                  

Pooling-Tier REMIC-1

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

                Pooling-Tier    Initial Pooling-Tier
Pooling-Tier          REMIC-1       REMIC-1 Principal   
REMIC-1 Interest   Interest Rate          Amount        
----------------   -------------   -------------------- 
Class PT1-I-1          (1)              $19,903,932.97  
Class PT1-I-2A         (2)               $4,459,041.70  
Class PT1-I-2B         (3)               $4,459,041.70  
Class PT1-I-3A         (2)               $5,470,815.78  
Class PT1-I-3B         (3)               $5,470,815.78  
Class PT1-I-4A         (2)               $6,153,290.75  
Class PT1-I-4B         (3)               $6,153,290.75  
Class PT1-I-5A         (2)               $6,806,707.14  
Class PT1-I-5B         (3)               $6,806,707.14  
Class PT1-I-6A         (2)               $7,423,863.08  
Class PT1-I-6B         (3)               $7,423,863.08  
Class PT1-I-7A         (2)               $7,997,647.03  
Class PT1-I-7B         (3)               $7,997,647.03  
Class PT1-I-8A         (2)               $8,510,851.14  
Class PT1-I-8B         (3)               $8,510,851.14  
Class PT1-I-9A         (2)               $8,957,410.79  
Class PT1-I-9B         (3)               $8,957,410.79  
Class PT1-I-10A        (2)               $8,496,213.58  
Class PT1-I-10B        (3)               $8,496,213.58  
Class PT1-I-11A        (2)               $8,040,707.43  
Class PT1-I-11B        (3)               $8,040,707.43  
Class PT1-I-12A        (2)               $7,609,130.99  
Class PT1-I-12B        (3)               $7,609,130.99  
Class PT1-I-13A        (2)               $7,200,787.71  
Class PT1-I-13B        (3)               $7,200,787.71  
Class PT1-I-14A        (2)               $6,814,423.91  
Class PT1-I-14B        (3)               $6,814,423.91  
Class PT1-I-15A        (2)               $6,448,853.42  
Class PT1-I-15B        (3)               $6,448,853.42  
Class PT1-I-16A        (2)               $6,102,953.96  
Class PT1-I-16B        (3)               $6,102,953.96  
Class PT1-I-17A        (2)               $5,775,664.58  
Class PT1-I-17B        (3)               $5,775,664.58  
Class PT1-I-18A        (2)               $5,465,981.06  
Class PT1-I-18B        (3)               $5,465,981.06  
Class PT1-I-19A        (2)               $5,172,954.12  
Class PT1-I-19B        (3)               $5,172,954.12  
Class PT1-I-20A        (2)               $4,895,685.05  
Class PT1-I-20B        (3)               $4,895,685.05  
Class PT1-I-21A        (2)              $56,309,714.74  
Class PT1-I-21B        (3)              $56,309,714.74  
Class PT1-I-22A        (2)               $1,001,233.46  
Class PT1-I-22B        (3)               $1,001,233.46  
Class PT1-I-23A        (2)                 $952,805.65  
Class PT1-I-23B        (3)                 $952,805.65  
Class PT1-I-24A        (2)                 $906,737.33  
Class PT1-I-24B        (3)                 $906,737.33  
Class PT1-I-25A        (2)                 $862,912.55  
Class PT1-I-25B        (3)                 $862,912.55  
Class PT1-I-26A        (2)                 $821,221.11  
Class PT1-I-26B        (3)                 $821,221.11  
Class PT1-I-27A        (2)                 $781,558.48  
Class PT1-I-27B        (3)                 $781,558.48  
Class PT1-I-28A        (2)                 $743,824.73  
Class PT1-I-28B        (3)                 $743,824.73  
Class PT1-I-29A        (2)                 $707,925.76  
Class PT1-I-29B        (3)                 $707,925.76  
Class PT1-I-30A        (2)                 $673,771.25  
Class PT1-I-30B        (3)                 $673,771.25  
Class PT1-I-31A        (2)                 $641,276.25  
Class PT1-I-31B        (3)                 $641,276.25  
Class PT1-I-32A        (2)                 $610,359.08  
Class PT1-I-32B        (3)                 $610,359.08  
Class PT1-I-33A        (2)                 $580,942.45  
Class PT1-I-33B        (3)                 $580,942.45  
Class PT1-I-34A        (2)                 $552,608.46  
Class PT1-I-34B        (3)                 $552,608.46  
Class PT1-I-35A        (2)               $3,203,469.71  
Class PT1-I-35B        (3)               $3,203,469.71  
Class PT1-I-36A        (2)                 $353,344.76  
Class PT1-I-36B        (3)                 $353,344.76  
Class PT1-I-37A        (2)                 $337,365.31  
Class PT1-I-37B        (3)                 $337,365.31  
Class PT1-I-38A        (2)                 $322,106.38  
Class PT1-I-38B        (3)                 $322,106.38  
Class PT1-I-39A        (2)                 $307,535.52  
Class PT1-I-39B        (3)                 $307,535.52  
Class PT1-I-40A        (2)                 $293,622.06  
Class PT1-I-40B        (3)                 $293,622.06  
Class PT1-I-41A        (2)                 $280,336.02  
Class PT1-I-41B        (3)                 $280,336.02  
Class PT1-I-42A        (2)                 $267,649.51  
Class PT1-I-42B        (3)                 $267,649.51  
Class PT1-I-43A        (2)                 $255,535.14  
Class PT1-I-43B        (3)                 $255,535.14  
Class PT1-I-44A        (2)                 $243,967.80  
Class PT1-I-44B        (3)                 $243,967.80  
Class PT1-I-45A        (2)                 $232,922.22  
Class PT1-I-45B        (3)                 $232,922.22  
Class PT1-I-46A        (2)                 $222,375.23  
Class PT1-I-46B        (3)                 $222,375.23  
Class PT1-I-47A        (2)                 $212,304.36  
Class PT1-I-47B        (3)                 $212,304.36  
Class PT1-I-48A        (2)                 $202,688.22  
Class PT1-I-48B        (3)                 $202,688.22  
Class PT1-I-49A        (2)                 $193,506.12  
Class PT1-I-49B        (3)                 $193,506.12  
Class PT1-I-50A        (2)                 $184,738.82  
Class PT1-I-50B        (3)                 $184,738.82  
Class PT1-I-51A        (2)                 $176,367.40  
Class PT1-I-51B        (3)                 $176,367.40  
Class PT1-I-52A        (2)                 $168,373.92  
Class PT1-I-52B        (3)                 $168,373.92  
Class PT1-I-53A        (2)                 $160,741.77  
Class PT1-I-53B        (3)                 $160,741.77  
Class PT1-I-54A        (2)                 $153,454.46  
Class PT1-I-54B        (3)                 $153,454.46  
Class PT1-I-55A        (2)                 $146,496.35  
Class PT1-I-55B        (3)                 $146,496.35  
Class PT1-I-56A        (2)                 $139,852.59  
Class PT1-I-56B        (3)                 $139,852.59  
Class PT1-I-57A        (2)                 $133,509.18  
Class PT1-I-57B        (3)                 $133,509.18  
Class PT1-I-58A        (2)                 $127,452.72  
Class PT1-I-58B        (3)                 $127,452.72  
Class PT1-I-59A        (2)                 $121,669.71  
Class PT1-I-59B        (3)                 $121,669.71  
Class PT1-I-60A        (2)                 $116,149.68  
Class PT1-I-60B        (3)                 $116,149.68  
Class PT1-I-61A        (2)               $2,431,896.02  
Class PT1-I-61B        (3)               $2,431,896.02  
Class PT1-II-1         (4)              $41,132,968.03  
Class PT1-II-2A        (5)               $9,214,897.30  
Class PT1-II-2B        (6)               $9,214,897.30  
Class PT1-II-3A        (5)              $11,305,793.72  
Class PT1-II-3B        (6)              $11,305,793.72  
Class PT1-II-4A        (5)              $12,716,172.25  
Class PT1-II-4B        (6)              $12,716,172.25  
Class PT1-II-5A        (5)              $14,066,499.36  
Class PT1-II-5B        (6)              $14,066,499.36  
Class PT1-II-6A        (5)              $15,341,891.92  
Class PT1-II-6B        (6)              $15,341,891.92  
Class PT1-II-7A        (5)              $16,527,653.47  
Class PT1-II-7B        (6)              $16,527,653.47  
Class PT1-II-8A        (5)              $17,588,222.86  
Class PT1-II-8B        (6)              $17,588,222.86  
Class PT1-II-9A        (5)              $18,511,067.21  
Class PT1-II-9B        (6)              $18,511,067.21  
Class PT1-II-10A       (5)              $17,557,973.42  
Class PT1-II-10B       (6)              $17,557,973.42  
Class PT1-II-11A       (5)              $16,616,640.57  
Class PT1-II-11B       (6)              $16,616,640.57  
Class PT1-II-12A       (5)              $15,724,760.01  
Class PT1-II-12B       (6)              $15,724,760.01  
Class PT1-II-13A       (5)              $14,880,892.29  
Class PT1-II-13B       (6)              $14,880,892.29  
Class PT1-II-14A       (5)              $14,082,446.59  
Class PT1-II-14B       (6)              $14,082,446.59  
Class PT1-II-15A       (5)              $13,326,971.58  
Class PT1-II-15B       (6)              $13,326,971.58  
Class PT1-II-16A       (5)              $12,612,148.04  
Class PT1-II-16B       (6)              $12,612,148.04  
Class PT1-II-17A       (5)              $11,935,783.42  
Class PT1-II-17B       (6)              $11,935,783.42  
Class PT1-II-18A       (5)              $11,295,802.44  
Class PT1-II-18B       (6)              $11,295,802.44  
Class PT1-II-19A       (5)              $10,690,243.38  
Class PT1-II-19B       (6)              $10,690,243.38  
Class PT1-II-20A       (5)              $10,117,248.95  
Class PT1-II-20B       (6)              $10,117,248.95  
Class PT1-II-21A       (5)             $116,367,657.76  
Class PT1-II-21B       (6)             $116,367,657.76  
Class PT1-II-22A       (5)               $2,069,113.54  
Class PT1-II-22B       (6)               $2,069,113.54  
Class PT1-II-23A       (5)               $1,969,034.35  
Class PT1-II-23B       (6)               $1,969,034.35  
Class PT1-II-24A       (5)               $1,873,831.17  
Class PT1-II-24B       (6)               $1,873,831.17  
Class PT1-II-25A       (5)               $1,783,264.45  
Class PT1-II-25B       (6)               $1,783,264.45  
Class PT1-II-26A       (5)               $1,697,106.39  
Class PT1-II-26B       (6)               $1,697,106.39  
Class PT1-II-27A       (5)               $1,615,141.02  
Class PT1-II-27B       (6)               $1,615,141.02  
Class PT1-II-28A       (5)               $1,537,161.77  
Class PT1-II-28B       (6)               $1,537,161.77  
Class PT1-II-29A       (5)               $1,462,974.24  
Class PT1-II-29B       (6)               $1,462,974.24  
Class PT1-II-30A       (5)               $1,392,391.75  
Class PT1-II-30B       (6)               $1,392,391.75  
Class PT1-II-31A       (5)               $1,325,238.75  
Class PT1-II-31B       (6)               $1,325,238.75  
Class PT1-II-32A       (5)               $1,261,346.42  
Class PT1-II-32B       (6)               $1,261,346.42  
Class PT1-II-33A       (5)               $1,200,555.05  
Class PT1-II-33B       (6)               $1,200,555.05  
Class PT1-II-34A       (5)               $1,142,001.04  
Class PT1-II-34B       (6)               $1,142,001.04  
Class PT1-II-35A       (5)               $6,620,176.79  
Class PT1-II-35B       (6)               $6,620,176.79  
Class PT1-II-36A       (5)                 $730,209.74  
Class PT1-II-36B       (6)                 $730,209.74  
Class PT1-II-37A       (5)                 $697,187.19  
Class PT1-II-37B       (6)                 $697,187.19  
Class PT1-II-38A       (5)                 $665,653.62  
Class PT1-II-38B       (6)                 $665,653.62  
Class PT1-II-39A       (5)                 $635,541.98  
Class PT1-II-39B       (6)                 $635,541.98  
Class PT1-II-40A       (5)                 $606,788.94  
Class PT1-II-40B       (6)                 $606,788.94  
Class PT1-II-41A       (5)                 $579,332.48  
Class PT1-II-41B       (6)                 $579,332.48  
Class PT1-II-42A       (5)                 $553,114.99  
Class PT1-II-42B       (6)                 $553,114.99  
Class PT1-II-43A       (5)                 $528,079.86  
Class PT1-II-43B       (6)                 $528,079.86  
Class PT1-II-44A       (5)                 $504,175.20  
Class PT1-II-44B       (6)                 $504,175.20  
Class PT1-II-45A       (5)                 $481,348.78  
Class PT1-II-45B       (6)                 $481,348.78  
Class PT1-II-46A       (5)                 $459,552.77  
Class PT1-II-46B       (6)                 $459,552.77  
Class PT1-II-47A       (5)                 $438,740.64  
Class PT1-II-47B       (6)                 $438,740.64  
Class PT1-II-48A       (5)                 $418,868.28  
Class PT1-II-48B       (6)                 $418,868.28  
Class PT1-II-49A       (5)                 $399,892.88  
Class PT1-II-49B       (6)                 $399,892.88  
Class PT1-II-50A       (5)                 $381,774.68  
Class PT1-II-50B       (6)                 $381,774.68  
Class PT1-II-51A       (5)                 $364,474.60  
Class PT1-II-51B       (6)                 $364,474.60  
Class PT1-II-52A       (5)                 $347,955.58  
Class PT1-II-52B       (6)                 $347,955.58  
Class PT1-II-53A       (5)                 $332,183.23  
Class PT1-II-53B       (6)                 $332,183.23  
Class PT1-II-54A       (5)                 $317,123.54  
Class PT1-II-54B       (6)                 $317,123.54  
Class PT1-II-55A       (5)                 $302,744.15  
Class PT1-II-55B       (6)                 $302,744.15  
Class PT1-II-56A       (5)                 $289,014.41  
Class PT1-II-56B       (6)                 $289,014.41  
Class PT1-II-57A       (5)                 $275,905.32  
Class PT1-II-57B       (6)                 $275,905.32  
Class PT1-II-58A       (5)                 $263,389.28  
Class PT1-II-58B       (6)                 $263,389.28  
Class PT1-II-59A       (5)                 $251,438.29  
Class PT1-II-59B       (6)                 $251,438.29  
Class PT1-II-60A       (5)                 $240,030.82  
Class PT1-II-60B       (6)                 $240,030.82  
Class PT1-II-61A       (5)               $5,025,669.98  
Class PT1-II-61B       (6)               $5,025,669.98  
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 7.87%.                                            

(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) 7.87%.                                    

(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 7.87%.                                            

(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) 7.87%.                                   

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

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

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

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

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

Pooling-Tier REMIC-2

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

                                                        [Enlarge/Download Table]

                                      Pooling-Tier                                                 Corresponding 
                                    REMIC-2 Initial                              Corresponding       Scheduled   
                    Pooling-Tier     Principal Amount       Corresponding        Pooling-Tier       Crossover    
Pooling-Tier            REMIC-2     or Class Certificate      Pooling-Tier          REMIC-1         Distribution 
REMIC-2 Interest     Interest Rate        Balance              REMIC-2 IO       Regular Interest        Date     
------------------   -------------  --------------------   ------------------   ----------------   --------------
                                                                                                                 
Class PT2-I-1            (1)             $19,903,832.97          N/A                 N/A               N/A       
Class PT2-I-2A           (2)              $4,459,041.70    Class PT2-I-IO-2          N/A               N/A       
Class PT2-I-2B           (3)              $4,459,041.70          N/A                 N/A               N/A       
Class PT2-I-3A           (2)              $5,470,815.78    Class PT2-I-IO-3          N/A               N/A       
Class PT2-I-3B           (3)              $5,470,815.78          N/A                 N/A               N/A       
Class PT2-I-4A           (2)              $6,153,290.75    Class PT2-I-IO-4          N/A               N/A       
Class PT2-I-4B           (3)              $6,153,290.75          N/A                 N/A               N/A       
Class PT2-I-5A           (2)              $6,806,707.14    Class PT2-I-IO-5          N/A               N/A       
Class PT2-I-5B           (3)              $6,806,707.14          N/A                 N/A               N/A       
Class PT2-I-6A           (2)              $7,423,863.08    Class PT2-I-IO-6          N/A               N/A       
Class PT2-I-6B           (3)              $7,423,863.08          N/A                 N/A               N/A       
Class PT2-I-7A           (2)              $7,997,647.03    Class PT2-I-IO-7          N/A               N/A       
Class PT2-I-7B           (3)              $7,997,647.03          N/A                 N/A               N/A       
Class PT2-I-8A           (2)              $8,510,851.14    Class PT2-I-IO-8          N/A               N/A       
Class PT2-I-8B           (3)              $8,510,851.14          N/A                 N/A               N/A       
Class PT2-I-9A           (2)              $8,957,410.79    Class PT2-I-IO-9          N/A               N/A       
Class PT2-I-9B           (3)              $8,957,410.79          N/A                 N/A               N/A       
Class PT2-I-10A          (2)              $8,496,213.58   Class PT2-I-IO-10          N/A               N/A       
Class PT2-I-10B          (3)              $8,496,213.58          N/A                 N/A               N/A       
Class PT2-I-11A          (2)              $8,040,707.43   Class PT2-I-IO-11          N/A               N/A       
Class PT2-I-11B          (3)              $8,040,707.43          N/A                 N/A               N/A       
Class PT2-I-12A          (2)              $7,609,130.99   Class PT2-I-IO-12          N/A               N/A       
Class PT2-I-12B          (3)              $7,609,130.99          N/A                 N/A               N/A       
Class PT2-I-13A          (2)              $7,200,787.71   Class PT2-I-IO-13          N/A               N/A       
Class PT2-I-13B          (3)              $7,200,787.71          N/A                 N/A               N/A       
Class PT2-I-14A          (2)              $6,814,423.91   Class PT2-I-IO-14          N/A               N/A       
Class PT2-I-14B          (3)              $6,814,423.91          N/A                 N/A               N/A       
Class PT2-I-15A          (2)              $6,448,853.42   Class PT2-I-IO-15          N/A               N/A       
Class PT2-I-15B          (3)              $6,448,853.42          N/A                 N/A               N/A       
Class PT2-I-16A          (2)              $6,102,953.96   Class PT2-I-IO-16          N/A               N/A       
Class PT2-I-16B          (3)              $6,102,953.96          N/A                 N/A               N/A       
Class PT2-I-17A          (2)              $5,775,664.58   Class PT2-I-IO-17          N/A               N/A       
Class PT2-I-17B          (3)              $5,775,664.58          N/A                 N/A               N/A       
Class PT2-I-18A          (2)              $5,465,981.06   Class PT2-I-IO-18          N/A               N/A       
Class PT2-I-18B          (3)              $5,465,981.06          N/A                 N/A               N/A       
Class PT2-I-19A          (2)              $5,172,954.12   Class PT2-I-IO-19          N/A               N/A       
Class PT2-I-19B          (3)              $5,172,954.12          N/A                 N/A               N/A       
Class PT2-I-20A          (2)              $4,895,685.05   Class PT2-I-IO-20          N/A               N/A       
Class PT2-I-20B          (3)              $4,895,685.05          N/A                 N/A               N/A       
Class PT2-I-21A          (2)             $56,309,714.74   Class PT2-I-IO-21          N/A               N/A       
Class PT2-I-21B          (3)             $56,309,714.74          N/A                 N/A               N/A       
Class PT2-I-22A          (2)              $1,001,233.46   Class PT2-I-IO-22          N/A               N/A       
Class PT2-I-22B          (3)              $1,001,233.46          N/A                 N/A               N/A       
Class PT2-I-23A          (2)                $952,805.65   Class PT2-I-IO-23          N/A               N/A       
Class PT2-I-23B          (3)                $952,805.65          N/A                 N/A               N/A       
Class PT2-I-24A          (2)                $906,737.33   Class PT2-I-IO-24          N/A               N/A       
Class PT2-I-24B          (3)                $906,737.33          N/A                 N/A               N/A       
Class PT2-I-25A          (2)                $862,912.55   Class PT2-I-IO-25          N/A               N/A       
Class PT2-I-25B          (3)                $862,912.55          N/A                 N/A               N/A       
Class PT2-I-26A          (2)                $821,221.11   Class PT2-I-IO-26          N/A               N/A       
Class PT2-I-26B          (3)                $821,221.11          N/A                 N/A               N/A       
Class PT2-I-27A          (2)                $781,558.48   Class PT2-I-IO-27          N/A               N/A       
Class PT2-I-27B          (3)                $781,558.48          N/A                 N/A               N/A       
Class PT2-I-28A          (2)                $743,824.73   Class PT2-I-IO-28          N/A               N/A       
Class PT2-I-28B          (3)                $743,824.73          N/A                 N/A               N/A       
Class PT2-I-29A          (2)                $707,925.76   Class PT2-I-IO-29          N/A               N/A       
Class PT2-I-29B          (3)                $707,925.76          N/A                 N/A               N/A       
Class PT2-I-30A          (2)                $673,771.25   Class PT2-I-IO-30          N/A               N/A       
Class PT2-I-30B          (3)                $673,771.25          N/A                 N/A               N/A       
Class PT2-I-31A          (2)                $641,276.25   Class PT2-I-IO-31          N/A               N/A       
Class PT2-I-31B          (3)                $641,276.25          N/A                 N/A               N/A       
Class PT2-I-32A          (2)                $610,359.08   Class PT2-I-IO-32          N/A               N/A       
Class PT2-I-32B          (3)                $610,359.08          N/A                 N/A               N/A       
Class PT2-I-33A          (2)                $580,942.45   Class PT2-I-IO-33          N/A               N/A       
Class PT2-I-33B          (3)                $580,942.45          N/A                 N/A               N/A       
Class PT2-I-34A          (2)                $552,608.46   Class PT2-I-IO-34          N/A               N/A       
Class PT2-I-34B          (3)                $552,608.46          N/A                 N/A               N/A       
Class PT2-I-35A          (2)              $3,203,469.71   Class PT2-I-IO-35          N/A               N/A       
Class PT2-I-35B          (3)              $3,203,469.71          N/A                 N/A               N/A       
Class PT2-I-36A          (2)                $353,344.76   Class PT2-I-IO-36          N/A               N/A       
Class PT2-I-36B          (3)                $353,344.76          N/A                 N/A               N/A       
Class PT2-I-37A          (2)                $337,365.31   Class PT2-I-IO-37          N/A               N/A       
Class PT2-I-37B          (3)                $337,365.31          N/A                 N/A               N/A       
Class PT2-I-38A          (2)                $322,106.38   Class PT2-I-IO-38          N/A               N/A       
Class PT2-I-38B          (3)                $322,106.38          N/A                 N/A               N/A       
Class PT2-I-39A          (2)                $307,535.52   Class PT2-I-IO-39          N/A               N/A       
Class PT2-I-39B          (3)                $307,535.52          N/A                 N/A               N/A       
Class PT2-I-40A          (2)                $293,622.06   Class PT2-I-IO-40          N/A               N/A       
Class PT2-I-40B          (3)                $293,622.06          N/A                 N/A               N/A       
Class PT2-I-41A          (2)                $280,336.02   Class PT2-I-IO-41          N/A               N/A       
Class PT2-I-41B          (3)                $280,336.02          N/A                 N/A               N/A       
Class PT2-I-42A          (2)                $267,649.51   Class PT2-I-IO-42          N/A               N/A       
Class PT2-I-42B          (3)                $267,649.51          N/A                 N/A               N/A       
Class PT2-I-43A          (2)                $255,535.14   Class PT2-I-IO-43          N/A               N/A       
Class PT2-I-43B          (3)                $255,535.14          N/A                 N/A               N/A       
Class PT2-I-44A          (2)                $243,967.80   Class PT2-I-IO-44          N/A               N/A       
Class PT2-I-44B          (3)                $243,967.80          N/A                 N/A               N/A       
Class PT2-I-45A          (2)                $232,922.22   Class PT2-I-IO-45          N/A               N/A       
Class PT2-I-45B          (3)                $232,922.22          N/A                 N/A               N/A       
Class PT2-I-46A          (2)                $222,375.23   Class PT2-I-IO-46          N/A               N/A       
Class PT2-I-46B          (3)                $222,375.23          N/A                 N/A               N/A       
Class PT2-I-47A          (2)                $212,304.36   Class PT2-I-IO-47          N/A               N/A       
Class PT2-I-47B          (3)                $212,304.36          N/A                 N/A               N/A       
Class PT2-I-48A          (2)                $202,688.22   Class PT2-I-IO-48          N/A               N/A       
Class PT2-I-48B          (3)                $202,688.22          N/A                 N/A               N/A       
Class PT2-I-49A          (2)                $193,506.12   Class PT2-I-IO-49          N/A               N/A       
Class PT2-I-49B          (3)                $193,506.12          N/A                 N/A               N/A       
Class PT2-I-50A          (2)                $184,738.82   Class PT2-I-IO-50          N/A               N/A       
Class PT2-I-50B          (3)                $184,738.82          N/A                 N/A               N/A       
Class PT2-I-51A          (2)                $176,367.40   Class PT2-I-IO-51          N/A               N/A       
Class PT2-I-51B          (3)                $176,367.40          N/A                 N/A               N/A       
Class PT2-I-52A          (2)                $168,373.92   Class PT2-I-IO-52          N/A               N/A       
Class PT2-I-52B          (3)                $168,373.92          N/A                 N/A               N/A       
Class PT2-I-53A          (2)                $160,741.77   Class PT2-I-IO-53          N/A               N/A       
Class PT2-I-53B          (3)                $160,741.77          N/A                 N/A               N/A       
Class PT2-I-54A          (2)                $153,454.46   Class PT2-I-IO-54          N/A               N/A       
Class PT2-I-54B          (3)                $153,454.46          N/A                 N/A               N/A       
Class PT2-I-55A          (2)                $146,496.35   Class PT2-I-IO-55          N/A               N/A       
Class PT2-I-55B          (3)                $146,496.35          N/A                 N/A               N/A       
Class PT2-I-56A          (2)                $139,852.59   Class PT2-I-IO-56          N/A               N/A       
Class PT2-I-56B          (3)                $139,852.59          N/A                 N/A               N/A       
Class PT2-I-57A          (2)                $133,509.18   Class PT2-I-IO-57          N/A               N/A       
Class PT2-I-57B          (3)                $133,509.18          N/A                 N/A               N/A       
Class PT2-I-58A          (2)                $127,452.72   Class PT2-I-IO-58          N/A               N/A       
Class PT2-I-58B          (3)                $127,452.72          N/A                 N/A               N/A       
Class PT2-I-59A          (2)                $121,669.71   Class PT2-I-IO-59          N/A               N/A       
Class PT2-I-59B          (3)                $121,669.71          N/A                 N/A               N/A       
Class PT2-I-60A          (2)                $116,149.68   Class PT2-I-IO-60          N/A               N/A       
Class PT2-I-60B          (3)                $116,149.68          N/A                 N/A               N/A       
Class PT2-I-61A          (2)              $2,431,896.02   Class PT2-I-IO-61          N/A               N/A       
Class PT2-I-61B          (3)              $2,431,896.02          N/A                 N/A               N/A       
Class PT2-I-IO-2         (4)                         (4)         N/A            Class PT1-I-2A      July 2005    
Class PT2-I-IO-3         (4)                         (4)         N/A            Class PT1-I-3A     August 2005   
Class PT2-I-IO-4         (4)                         (4)         N/A            Class PT1-I-4A    September 2005 
Class PT2-I-IO-5         (4)                         (4)         N/A            Class PT1-I-5A     October 2005  
Class PT2-I-IO-6         (4)                         (4)         N/A            Class PT1-I-6A    November 2005  
Class PT2-I-IO-7         (4)                         (4)         N/A            Class PT1-I-7A    December 2005  
Class PT2-I-IO-8         (4)                         (4)         N/A            Class PT1-I-8A     January 2006  
Class PT2-I-IO-9         (4)                         (4)         N/A            Class PT1-I-9A    February 2006  
Class PT2-I-IO-10        (4)                         (4)         N/A           Class PT1-I-10A      March 2006   
Class PT2-I-IO-11        (4)                         (4)         N/A           Class PT1-I-11A      April 2006   
Class PT2-I-IO-12        (4)                         (4)         N/A           Class PT1-I-12A       May 2006    
Class PT2-I-IO-13        (4)                         (4)         N/A           Class PT1-I-13A      June 2006    
Class PT2-I-IO-14        (4)                         (4)         N/A           Class PT1-I-14A      July 2006    
Class PT2-I-IO-15        (4)                         (4)         N/A           Class PT1-I-15A     August 2006   
Class PT2-I-IO-16        (4)                         (4)         N/A           Class PT1-I-16A    September 2006 
Class PT2-I-IO-17        (4)                         (4)         N/A           Class PT1-I-17A     October 2006  
Class PT2-I-IO-18        (4)                         (4)         N/A           Class PT1-I-18A    November 2006  
Class PT2-I-IO-19        (4)                         (4)         N/A           Class PT1-I-19A    December 2006  
Class PT2-I-IO-20        (4)                         (4)         N/A           Class PT1-I-20A     January 2007  
Class PT2-I-IO-21        (4)                         (4)         N/A           Class PT1-I-21A    February 2007  
Class PT2-I-IO-22        (4)                         (4)         N/A           Class PT1-I-22A      March 2007   
Class PT2-I-IO-23        (4)                         (4)         N/A           Class PT1-I-23A      April 2007   
Class PT2-I-IO-24        (4)                         (4)         N/A           Class PT1-I-24A       May 2007    
Class PT2-I-IO-25        (4)                         (4)         N/A           Class PT1-I-25A      June 2007    
Class PT2-I-IO-26        (4)                         (4)         N/A           Class PT1-I-26A      July 2007    
Class PT2-I-IO-27        (4)                         (4)         N/A           Class PT1-I-27A     August 2007   
Class PT2-I-IO-28        (4)                         (4)         N/A           Class PT1-I-28A    September 2007 
Class PT2-I-IO-29        (4)                         (4)         N/A           Class PT1-I-29A     October 2007  
Class PT2-I-IO-30        (4)                         (4)         N/A           Class PT1-I-30A    November 2007  
Class PT2-I-IO-31        (4)                         (4)         N/A           Class PT1-I-31A    December 2007  
Class PT2-I-IO-32        (4)                         (4)         N/A           Class PT1-I-32A     January 2008  
Class PT2-I-IO-33        (4)                         (4)         N/A           Class PT1-I-33A    February 2008  
Class PT2-I-IO-34        (4)                         (4)         N/A           Class PT1-I-34A      March 2008   
Class PT2-I-IO-35        (4)                         (4)         N/A           Class PT1-I-35A      April 2008   
Class PT2-I-IO-36        (4)                         (4)         N/A           Class PT1-I-36A       May 2008    
Class PT2-I-IO-37        (4)                         (4)         N/A           Class PT1-I-37A      June 2008    
Class PT2-I-IO-38        (4)                         (4)         N/A           Class PT1-I-38A      July 2008    
Class PT2-I-IO-39        (4)                         (4)         N/A           Class PT1-I-39A     August 2008   
Class PT2-I-IO-40        (4)                         (4)         N/A           Class PT1-I-40A    September 2008 
Class PT2-I-IO-41        (4)                         (4)         N/A           Class PT1-I-41A     October 2008  
Class PT2-I-IO-42        (4)                         (4)         N/A           Class PT1-I-42A    November 2008  
Class PT2-I-IO-43        (4)                         (4)         N/A           Class PT1-I-43A    December 2008  
Class PT2-I-IO-44        (4)                         (4)         N/A           Class PT1-I-44A     January 2009  
Class PT2-I-IO-45        (4)                         (4)         N/A           Class PT1-I-45A    February 2009  
Class PT2-I-IO-46        (4)                         (4)         N/A           Class PT1-I-46A      March 2009   
Class PT2-I-IO-47        (4)                         (4)         N/A           Class PT1-I-47A      April 2009   
Class PT2-I-IO-48        (4)                         (4)         N/A           Class PT1-I-48A       May 2009    
Class PT2-I-IO-49        (4)                         (4)         N/A           Class PT1-I-49A      June 2009    
Class PT2-I-IO-50        (4)                         (4)         N/A           Class PT1-I-50A      July 2009    
Class PT2-I-IO-51        (4)                         (4)         N/A           Class PT1-I-51A     August 2009   
Class PT2-I-IO-52        (4)                         (4)         N/A           Class PT1-I-52A    September 2009 
Class PT2-I-IO-53        (4)                         (4)         N/A           Class PT1-I-53A     October 2009  
Class PT2-I-IO-54        (4)                         (4)         N/A           Class PT1-I-54A    November 2009  
Class PT2-I-IO-55        (4)                         (4)         N/A           Class PT1-I-55A    December 2009  
Class PT2-I-IO-56        (4)                         (4)         N/A           Class PT1-I-56A     January 2010  
Class PT2-I-IO-57        (4)                         (4)         N/A           Class PT1-I-57A    February 2010  
Class PT2-I-IO-58        (4)                         (4)         N/A           Class PT1-I-58A      March 2010   
Class PT2-I-IO-59        (4)                         (4)         N/A           Class PT1-I-59A      April 2010   
Class PT2-I-IO-60        (4)                         (4)         N/A           Class PT1-I-60A       May 2010    
Class PT2-I-IO-61        (4)                         (4)         N/A           Class PT1-I-61A      June 2010    
Class PT2-II-1           (5)             $41,132,968.03          N/A                 N/A               N/A       
Class PT2-II-2A          (6)              $9,214,897.30   Class PT2-II-IO-2          N/A               N/A       
Class PT2-II-2B          (7)              $9,214,897.30          N/A                 N/A               N/A       
Class PT2-II-3A          (6)             $11,305,793.72   Class PT2-II-IO-3          N/A               N/A       
Class PT2-II-3B          (7)             $11,305,793.72          N/A                 N/A               N/A       
Class PT2-II-4A          (6)             $12,716,172.25   Class PT2-II-IO-4          N/A               N/A       
Class PT2-II-4B          (7)             $12,716,172.25          N/A                 N/A               N/A       
Class PT2-II-5A          (6)             $14,066,499.36   Class PT2-II-IO-5          N/A               N/A       
Class PT2-II-5B          (7)             $14,066,499.36          N/A                 N/A               N/A       
Class PT2-II-6A          (6)             $15,341,891.92   Class PT2-II-IO-6          N/A               N/A       
Class PT2-II-6B          (7)             $15,341,891.92          N/A                 N/A               N/A       
Class PT2-II-7A          (6)             $16,527,653.47   Class PT2-II-IO-7          N/A               N/A       
Class PT2-II-7B          (7)             $16,527,653.47          N/A                 N/A               N/A       
Class PT2-II-8A          (6)             $17,588,222.86   Class PT2-II-IO-8          N/A               N/A       
Class PT2-II-8B          (7)             $17,588,222.86          N/A                 N/A               N/A       
Class PT2-II-9A          (6)             $18,511,067.21   Class PT2-II-IO-9          N/A               N/A       
Class PT2-II-9B          (7)             $18,511,067.21          N/A                 N/A               N/A       
Class PT2-II-10A         (6)             $17,557,973.42   Class PT2-II-IO-10         N/A               N/A       
Class PT2-II-10B         (7)             $17,557,973.42          N/A                 N/A               N/A       
Class PT2-II-11A         (6)             $16,616,640.57   Class PT2-II-IO-11         N/A               N/A       
Class PT2-II-11B         (7)             $16,616,640.57          N/A                 N/A               N/A       
Class PT2-II-12A         (6)             $15,724,760.01   Class PT2-II-IO-12         N/A               N/A       
Class PT2-II-12B         (7)             $15,724,760.01          N/A                 N/A               N/A       
Class PT2-II-13A         (6)             $14,880,892.29   Class PT2-II-IO-13         N/A               N/A       
Class PT2-II-13B         (7)             $14,880,892.29          N/A                 N/A               N/A       
Class PT2-II-14A         (6)             $14,082,446.59   Class PT2-II-IO-14         N/A               N/A       
Class PT2-II-14B         (7)             $14,082,446.59          N/A                 N/A               N/A       
Class PT2-II-15A         (6)             $13,326,971.58   Class PT2-II-IO-15         N/A               N/A       
Class PT2-II-15B         (7)             $13,326,971.58          N/A                 N/A               N/A       
Class PT2-II-16A         (6)             $12,612,148.04   Class PT2-II-IO-16         N/A               N/A       
Class PT2-II-16B         (7)             $12,612,148.04          N/A                 N/A               N/A       
Class PT2-II-17A         (6)             $11,935,783.42   Class PT2-II-IO-17         N/A               N/A       
Class PT2-II-17B         (7)             $11,935,783.42          N/A                 N/A               N/A       
Class PT2-II-18A         (6)             $11,295,802.44   Class PT2-II-IO-18         N/A               N/A       
Class PT2-II-18B         (7)             $11,295,802.44          N/A                 N/A               N/A       
Class PT2-II-19A         (6)             $10,690,243.38   Class PT2-II-IO-19         N/A               N/A       
Class PT2-II-19B         (7)             $10,690,243.38          N/A                 N/A               N/A       
Class PT2-II-20A         (6)             $10,117,248.95   Class PT2-II-IO-20         N/A               N/A       
Class PT2-II-20B         (7)             $10,117,248.95          N/A                 N/A               N/A       
Class PT2-II-21A         (6)            $116,367,657.76   Class PT2-II-IO-21         N/A               N/A       
Class PT2-II-21B         (7)            $116,367,657.76          N/A                 N/A               N/A       
Class PT2-II-22A         (6)              $2,069,113.54   Class PT2-II-IO-22         N/A               N/A       
Class PT2-II-22B         (7)              $2,069,113.54          N/A                 N/A               N/A       
Class PT2-II-23A         (6)              $1,969,034.35   Class PT2-II-IO-23         N/A               N/A       
Class PT2-II-23B         (7)              $1,969,034.35          N/A                 N/A               N/A       
Class PT2-II-24A         (6)              $1,873,831.17   Class PT2-II-IO-24         N/A               N/A       
Class PT2-II-24B         (7)              $1,873,831.17          N/A                 N/A               N/A       
Class PT2-II-25A         (6)              $1,783,264.45   Class PT2-II-IO-25         N/A               N/A       
Class PT2-II-25B         (7)              $1,783,264.45          N/A                 N/A               N/A       
Class PT2-II-26A         (6)              $1,697,106.39   Class PT2-II-IO-26         N/A               N/A       
Class PT2-II-26B         (7)              $1,697,106.39          N/A                 N/A               N/A       
Class PT2-II-27A         (6)              $1,615,141.02   Class PT2-II-IO-27         N/A               N/A       
Class PT2-II-27B         (7)              $1,615,141.02          N/A                 N/A               N/A       
Class PT2-II-28A         (6)              $1,537,161.77   Class PT2-II-IO-28         N/A               N/A       
Class PT2-II-28B         (7)              $1,537,161.77          N/A                 N/A               N/A       
Class PT2-II-29A         (6)              $1,462,974.24   Class PT2-II-IO-29         N/A               N/A       
Class PT2-II-29B         (7)              $1,462,974.24          N/A                 N/A               N/A       
Class PT2-II-30A         (6)              $1,392,391.75   Class PT2-II-IO-30         N/A               N/A       
Class PT2-II-30B         (7)              $1,392,391.75          N/A                 N/A               N/A       
Class PT2-II-31A         (6)              $1,325,238.75   Class PT2-II-IO-31         N/A               N/A       
Class PT2-II-31B         (7)              $1,325,238.75          N/A                 N/A               N/A       
Class PT2-II-32A         (6)              $1,261,346.42   Class PT2-II-IO-32         N/A               N/A       
Class PT2-II-32B         (7)              $1,261,346.42          N/A                 N/A               N/A       
Class PT2-II-33A         (6)              $1,200,555.05   Class PT2-II-IO-33         N/A               N/A       
Class PT2-II-33B         (7)              $1,200,555.05          N/A                 N/A               N/A       
Class PT2-II-34A         (6)              $1,142,001.04   Class PT2-II-IO-34         N/A               N/A       
Class PT2-II-34B         (7)              $1,142,001.04          N/A                 N/A               N/A       
Class PT2-II-35A         (6)              $6,620,176.79   Class PT2-II-IO-35         N/A               N/A       
Class PT2-II-35B         (7)              $6,620,176.79          N/A                 N/A               N/A       
Class PT2-II-36A         (6)                $730,209.74   Class PT2-II-IO-36         N/A               N/A       
Class PT2-II-36B         (7)                $730,209.74          N/A                 N/A               N/A       
Class PT2-II-37A         (6)                $697,187.19   Class PT2-II-IO-37         N/A               N/A       
Class PT2-II-37B         (7)                $697,187.19          N/A                 N/A               N/A       
Class PT2-II-38A         (6)                $665,653.62   Class PT2-II-IO-38         N/A               N/A       
Class PT2-II-38B         (7)                $665,653.62          N/A                 N/A               N/A       
Class PT2-II-39A         (6)                $635,541.98   Class PT2-II-IO-39         N/A               N/A       
Class PT2-II-39B         (7)                $635,541.98          N/A                 N/A               N/A       
Class PT2-II-40A         (6)                $606,788.94   Class PT2-II-IO-40         N/A               N/A       
Class PT2-II-40B         (7)                $606,788.94          N/A                 N/A               N/A       
Class PT2-II-41A         (6)                $579,332.48   Class PT2-II-IO-41         N/A               N/A       
Class PT2-II-41B         (7)                $579,332.48          N/A                 N/A               N/A       
Class PT2-II-42A         (6)                $553,114.99   Class PT2-II-IO-42         N/A               N/A       
Class PT2-II-42B         (7)                $553,114.99          N/A                 N/A               N/A       
Class PT2-II-43A         (6)                $528,079.86   Class PT2-II-IO-43         N/A               N/A       
Class PT2-II-43B         (7)                $528,079.86          N/A                 N/A               N/A       
Class PT2-II-44A         (6)                $504,175.20   Class PT2-II-IO-44         N/A               N/A       
Class PT2-II-44B         (7)                $504,175.20          N/A                 N/A               N/A       
Class PT2-II-45A         (6)                $481,348.78   Class PT2-II-IO-45         N/A               N/A       
Class PT2-II-45B         (7)                $481,348.78          N/A                 N/A               N/A       
Class PT2-II-46A         (6)                $459,552.77   Class PT2-II-IO-46         N/A               N/A       
Class PT2-II-46B         (7)                $459,552.77          N/A                 N/A               N/A       
Class PT2-II-47A         (6)                $438,740.64   Class PT2-II-IO-47         N/A               N/A       
Class PT2-II-47B         (7)                $438,740.64          N/A                 N/A               N/A       
Class PT2-II-48A         (6)                $418,868.28   Class PT2-II-IO-48         N/A               N/A       
Class PT2-II-48B         (7)                $418,868.28          N/A                 N/A               N/A       
Class PT2-II-49A         (6)                $399,892.88   Class PT2-II-IO-49         N/A               N/A       
Class PT2-II-49B         (7)                $399,892.88          N/A                 N/A               N/A       
Class PT2-II-50A         (6)                $381,774.68   Class PT2-II-IO-50         N/A               N/A       
Class PT2-II-50B         (7)                $381,774.68          N/A                 N/A               N/A       
Class PT2-II-51A         (6)                $364,474.60   Class PT2-II-IO-51         N/A               N/A       
Class PT2-II-51B         (7)                $364,474.60          N/A                 N/A               N/A       
Class PT2-II-52A         (6)                $347,955.58   Class PT2-II-IO-52         N/A               N/A       
Class PT2-II-52B         (7)                $347,955.58          N/A                 N/A               N/A       
Class PT2-II-53A         (6)                $332,183.23   Class PT2-II-IO-53         N/A               N/A       
Class PT2-II-53B         (7)                $332,183.23          N/A                 N/A               N/A       
Class PT2-II-54A         (6)                $317,123.54   Class PT2-II-IO-54         N/A               N/A       
Class PT2-II-54B         (7)                $317,123.54          N/A                 N/A               N/A       
Class PT2-II-55A         (6)                $302,744.15   Class PT2-II-IO-55         N/A               N/A       
Class PT2-II-55B         (7)                $302,744.15          N/A                 N/A               N/A       
Class PT2-II-56A         (6)                $289,014.41   Class PT2-II-IO-56         N/A               N/A       
Class PT2-II-56B         (7)                $289,014.41          N/A                 N/A               N/A       
Class PT2-II-57A         (6)                $275,905.32   Class PT2-II-IO-57         N/A               N/A       
Class PT2-II-57B         (7)                $275,905.32          N/A                 N/A               N/A       
Class PT2-II-58A         (6)                $263,389.28   Class PT2-II-IO-58         N/A               N/A       
Class PT2-II-58B         (7)                $263,389.28          N/A                 N/A               N/A       
Class PT2-II-59A         (6)                $251,438.29   Class PT2-II-IO-59         N/A               N/A       
Class PT2-II-59B         (7)                $251,438.29          N/A                 N/A               N/A       
Class PT2-II-60A         (6)                $240,030.82   Class PT2-II-IO-60         N/A               N/A       
Class PT2-II-60B         (7)                $240,030.82          N/A                 N/A               N/A       
Class PT2-II-61A         (6)              $5,025,669.98   Class PT2-II-IO-61         N/A               N/A       
Class PT2-II-61B         (7)              $5,025,669.98          N/A                 N/A               N/A       
Class PT2-II-IO-2        (4)                         (4)         N/A           Class PT1-II-2A      July 2005    
Class PT2-II-IO-3        (4)                         (4)         N/A           Class PT1-II-3A     August 2005   
Class PT2-II-IO-4        (4)                         (4)         N/A           Class PT1-II-4A    September 2005 
Class PT2-II-IO-5        (4)                         (4)         N/A           Class PT1-II-5A     October 2005  
Class PT2-II-IO-6        (4)                         (4)         N/A           Class PT1-II-6A    November 2005  
Class PT2-II-IO-7        (4)                         (4)         N/A           Class PT1-II-7A    December 2005  
Class PT2-II-IO-8        (4)                         (4)         N/A           Class PT1-II-8A     January 2006  
Class PT2-II-IO-9        (4)                         (4)         N/A           Class PT1-II-9A    February 2006  
Class PT2-II-IO-10       (4)                         (4)         N/A           Class PT1-II-10A     March 2006   
Class PT2-II-IO-11       (4)                         (4)         N/A           Class PT1-II-11A     April 2006   
Class PT2-II-IO-12       (4)                         (4)         N/A           Class PT1-II-12A      May 2006    
Class PT2-II-IO-13       (4)                         (4)         N/A           Class PT1-II-13A     June 2006    
Class PT2-II-IO-14       (4)                         (4)         N/A           Class PT1-II-14A     July 2006    
Class PT2-II-IO-15       (4)                         (4)         N/A           Class PT1-II-15A    August 2006   
Class PT2-II-IO-16       (4)                         (4)         N/A           Class PT1-II-16A   September 2006 
Class PT2-II-IO-17       (4)                         (4)         N/A           Class PT1-II-17A    October 2006  
Class PT2-II-IO-18       (4)                         (4)         N/A           Class PT1-II-18A   November 2006  
Class PT2-II-IO-19       (4)                         (4)         N/A           Class PT1-II-19A   December 2006  
Class PT2-II-IO-20       (4)                         (4)         N/A           Class PT1-II-20A    January 2007  
Class PT2-II-IO-21       (4)                         (4)         N/A           Class PT1-II-21A   February 2007  
Class PT2-II-IO-22       (4)                         (4)         N/A           Class PT1-II-22A     March 2007   
Class PT2-II-IO-23       (4)                         (4)         N/A           Class PT1-II-23A     April 2007   
Class PT2-II-IO-24       (4)                         (4)         N/A           Class PT1-II-24A      May 2007    
Class PT2-II-IO-25       (4)                         (4)         N/A           Class PT1-II-25A     June 2007    
Class PT2-II-IO-26       (4)                         (4)         N/A           Class PT1-II-26A     July 2007    
Class PT2-II-IO-27       (4)                         (4)         N/A           Class PT1-II-27A    August 2007   
Class PT2-II-IO-28       (4)                         (4)         N/A           Class PT1-II-28A   September 2007 
Class PT2-II-IO-29       (4)                         (4)         N/A           Class PT1-II-29A    October 2007  
Class PT2-II-IO-30       (4)                         (4)         N/A           Class PT1-II-30A   November 2007  
Class PT2-II-IO-31       (4)                         (4)         N/A           Class PT1-II-31A   December 2007  
Class PT2-II-IO-32       (4)                         (4)         N/A           Class PT1-II-32A    January 2008  
Class PT2-II-IO-33       (4)                         (4)         N/A           Class PT1-II-33A   February 2008  
Class PT2-II-IO-34       (4)                         (4)         N/A           Class PT1-II-34A     March 2008   
Class PT2-II-IO-35       (4)                         (4)         N/A           Class PT1-II-35A     April 2008   
Class PT2-II-IO-36       (4)                         (4)         N/A           Class PT1-II-36A      May 2008    
Class PT2-II-IO-37       (4)                         (4)         N/A           Class PT1-II-37A     June 2008    
Class PT2-II-IO-38       (4)                         (4)         N/A           Class PT1-II-38A     July 2008    
Class PT2-II-IO-39       (4)                         (4)         N/A           Class PT1-II-39A    August 2008   
Class PT2-II-IO-40       (4)                         (4)         N/A           Class PT1-II-40A   September 2008 
Class PT2-II-IO-41       (4)                         (4)         N/A           Class PT1-II-41A    October 2008  
Class PT2-II-IO-42       (4)                         (4)         N/A           Class PT1-II-42A   November 2008  
Class PT2-II-IO-43       (4)                         (4)         N/A           Class PT1-II-43A   December 2008  
Class PT2-II-IO-44       (4)                         (4)         N/A           Class PT1-II-44A    January 2009  
Class PT2-II-IO-45       (4)                         (4)         N/A           Class PT1-II-45A   February 2009  
Class PT2-II-IO-46       (4)                         (4)         N/A           Class PT1-II-46A     March 2009   
Class PT2-II-IO-47       (4)                         (4)         N/A           Class PT1-II-47A     April 2009   
Class PT2-II-IO-48       (4)                         (4)         N/A           Class PT1-II-48A      May 2009    
Class PT2-II-IO-49       (4)                         (4)         N/A           Class PT1-II-49A     June 2009    
Class PT2-II-IO-50       (4)                         (4)         N/A           Class PT1-II-50A     July 2009    
Class PT2-II-IO-51       (4)                         (4)         N/A           Class PT1-II-51A    August 2009   
Class PT2-II-IO-52       (4)                         (4)         N/A           Class PT1-II-52A   September 2009 
Class PT2-II-IO-53       (4)                         (4)         N/A           Class PT1-II-53A    October 2009  
Class PT2-II-IO-54       (4)                         (4)         N/A           Class PT1-II-54A   November 2009  
Class PT2-II-IO-55       (4)                         (4)         N/A           Class PT1-II-55A   December 2009  
Class PT2-II-IO-56       (4)                         (4)         N/A           Class PT1-II-56A    January 2010  
Class PT2-II-IO-57       (4)                         (4)         N/A           Class PT1-II-57A   February 2010  
Class PT2-II-IO-58       (4)                         (4)         N/A           Class PT1-II-58A     March 2010   
Class PT2-II-IO-59       (4)                         (4)         N/A           Class PT1-II-59A     April 2010   
Class PT2-II-IO-60       (4)                         (4)         N/A           Class PT1-II-60A      May 2010    
Class PT2-II-IO-61       (4)                         (4)         N/A           Class PT1-II-61A     June 2010    
Class PT2-R              (8)                    $100.00          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 and payments of principal
in respect of the Group I Mortgage Loans shall be allocated to the Class R-1    
Certificates in respect of the Class PT2-R Interest pursuant to Section         
4.02(a)(ii) until its Class Certificate Balance is reduced to zero, then to the 
outstanding Pooling-Tier REMIC-2 Regular Interests (other than the Pooling-Tier 
REMIC-2 IO Interests) relating to Loan Group I with the lowest numerical        
denomination (other than the Class PT2-I-1 Interest) until the Pooling-Tier     
REMIC-2 Principal Amount of such interest is reduced to zero, provided that, for
Pooling-Tier REMIC-2 Regular Interests relating to Loan Group I with the same   
numerical denomination, such Realized Losses and payments of principal shall be 
allocated pro rata between such Pooling-Tier REMIC-2 Regular Interests, and then
to the Class PT2-I-1 Interest until the Pooling-Tier REMIC-2 Principal Amount of
such interest is reduced to zero.                                               

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

Lower-Tier REMIC

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

                                                        [Enlarge/Download Table]

                                                                             Corresponding
                                                                              Upper-Tier  
Lower-Tier          Lower-Tier               Initial Lower-Tier              REMIC Regular
Regular Interest   Interest Rate              Principal Amount                 Interest   
-----------------  -------------  -----------------------------------------  -------------
                                                                                          
Class LT-A-1A          (1)        1/2 initial Class Certificate Balance of       A-1A     
                                  Corresponding Upper-Tier REMIC Regular                  
                                  Interest                                                
Class LT-A-1B          (1)        1/2 initial Class Certificate Balance of       A-1B     
                                  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-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-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-Accrual       (1)        1/2 Pool Principal Balance plus 1/2             N/A     
                                  Overcollateralized Amount, less $100                    
Class LT-Group I       (2)        0.001% aggregate Stated Principal Balance       N/A     
                                  of Group I Mortgage Loans(4)                            
Class LT-Group II      (3)        0.001% aggregate Stated Principal Balance       N/A     
                                  of Group II Mortgage Loans(4)                           
Class LT-IO            (5)        (5)                                             N/A     
Class LT-R             (6)        (6)                                             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)   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-1A, Class LT-A-1B Class        
LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby  
designated the LT-Accretion Directed Classes (the "LT-Accretion Directed        
Classes").                                                                      

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

Upper-Tier REMIC

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

Upper-Tier REMIC    Upper-Tier      Initial Principal    Corresponding Class    
Interest           Interest Rate    Upper-Tier Amount      of Certificates      
----------------   -------------    -----------------    -------------------    
Class A-1A              (1)              $256,997,000        Class A-1A         
Class A-1B              (1)               $64,249,000        Class A-1B         
Class A-2A              (2)              $382,945,000        Class A-2A         
Class A-2B              (2)              $197,691,000        Class A-2B         
Class A-2C              (2)               $93,421,000        Class A-2C         
Class M-1               (3)               $96,487,000         Class M-1         
Class M-2               (3)               $75,117,000         Class M-2         
Class M-3               (3)               $20,722,000         Class M-3         
Class M-4               (3)               $19,427,000         Class M-4         
Class B-1               (3)               $18,780,000         Class B-1         
Class B-2               (3)               $16,189,000         Class B-2         
Class B-3               (3)               $14,894,000         Class B-3         
Class IO                (4)                        (2)           N/A            
Class X                 (5)                        (3)         Class X          
Class UT-R              (6)                        (4)         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 (ii) the Upper-Tier REMIC WAC Rate.                             

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

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

(4)   This interest is an interest-only interest and does not have a principal  
balance. On each Distribution Date, the Class IO Interest shall be  
entitled to receive all interest distributable on the Class LT-IO   
     Interest. This interest shall be beneficially owned by the holders of the
  Class X Certificates and shall be held as an asset of the Supplemental
Interest Trust.                                                     

(5)   The Class X Interest has an initial principal balance of $61,037,001 but  
  will not accrue interest on such balance but will accrue interest on a
notional principal balance. As of any Distribution Date, the Class 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 Interest) as of the first day of the related
     Interest Accrual Period. With respect to any Interest Accrual Period, the
  Class 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 Interest), 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 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)   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 IO Interest shall be entitled to receive interest before
any other interest in the Upper-Tier REMIC.                                     

          On each Distribution Date, all Realized Losses 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.

Certificates

                          Class          Class Certificate
Class Designation   Pass-Through Rate         Balance     
-----------------   -----------------    -----------------
Class A-1A(16)              (1)               $256,997,000
Class A-1B(16)              (2)                $64,249,000
Class A-2A(16)              (3)               $382,945,000
Class A-2B(16)              (4)               $197,691,000
Class A-2C(16)              (5)                $93,421,000
Class M-1(16)               (6)                $96,487,000
Class M-2(16)               (7)                $75,117,000
Class M-3(16)               (8)                $20,722,000
Class M-4(16)               (9)                $19,427,000
Class B-1(16)              (10)                $18,780,000
Class B-2(16)              (11)                $16,189,000
Class B-3(16)              (12)                $14,894,000
 Class X                    (13)                       0(13)
Class R-1                  (14)                       $100
Class R-2                  (15)                       $100

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

(1)   The Class A-1A Certificates will bear interest during each Interest       
  Accrual Period at a per annum rate equal to the least of (1) One-Month
   LIBOR plus 0.230% (0.460% after the first possible Optional Termination
Date), (2) the Loan Group I Cap and (3) the WAC Cap.                

(2)   The Class A-1B Certificates will bear interest during each Interest       
  Accrual Period at a per annum rate equal to the least of (1) One-Month
   LIBOR plus 0.260% (0.520% after the first possible Optional Termination
Date), (2) the Loan Group I Cap and (3) the WAC Cap.                

(3)   The Class A-2A Certificate will bear interest during each Interest Accrual
     Period at a per annum rate equal to the least of (1) One-Month LIBOR plus
   0.090% (0.180% after the first possible Optional Termination Date), (2)
the Loan Group II Cap and (3) the WAC Cap.                          

(4)   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 0.220% (0.440% after the first possible Optional Termination
Date), (2) the Loan Group II Cap and (3) the WAC Cap.               

(5)   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 0.380% (0.760% after the first possible Optional Termination
Date), (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) LIBOR 0.470% (0.705%
    after the first possible Optional Termination Date) 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) LIBOR plus 0.670%
   (1.005% after the first possible Optional Termination Date) 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) LIBOR plus 0.700%
   (1.050% after the first possible Optional Termination Date) 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) LIBOR plus 1.200%
   (1.800% after the first possible Optional Termination Date) and (2) the
WAC Cap.                                                            

(10)  The Class B-1 Certificates will bear interest during each Interest Accrual
   Period at a per annum rate equal to the lesser of (1) LIBOR plus 1.350%
   (2.025% after the first possible Optional Termination Date) and (2) the
WAC Cap.                                                            

(11)  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
      1.750% (2.625% after the first possible Optional Termination Date) and (2)
the WAC Cap.                                                        

(12)  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
      2.500% (3.750% after the first possible Optional Termination Date) and (2)
the WAC Cap.                                                        

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

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

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

(16)  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 8.13. For
federal income tax purposes, any amount distributed on the LIBOR    
Certificates on any such Distribution Date in excess of the amount  
     distributable on 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 LIBOR Certificates on such Distribution Date
    shall be treated as having been paid to the Supplemental Interest Trust,
  all pursuant to, and as further provided in, Section 8.13. The Trustee
     will treat a LIBOR Certificateholder's right to receive payments from the
Excess Reserve Fund Account and the Supplemental Interest Trust as  
  payments made pursuant to an interest rate cap contract written by the
Class X Certificateholders.                                         

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

       It is expected that each Class of Certificates will receive its
final distribution of principal and interest on or prior to the Rated Final     
Distribution Date.                                                              

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

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

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

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

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

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

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

Class M Certificates......... Class M-1, Class M-2, Class M-3 and Class M-4     
Certificates.       

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

LIBOR Certificates........... The Class A-1A, Class A-1B, Class A-2A, Class     
                              A-2B, Class A-2C, Class M-1, Class M-2, Class M-3,
                         Class M-4, Class B-1, Class B-2 and Class B-3
Certificates.       

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

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

Private Certificates......... Class P Certificates and Class X Certificates.    

Rating Agencies.............. Standard & Poor's, DBRS, Fitch and Moody's.       

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

Residual Certificates........ Class R-1 and Class R-2 Certificates.             

Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class M-4, Class 
                   B-1, Class B-2, Class B-3 Certificates.

 ARTICLE I

 DEFINITIONS

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

           Accepted Servicing Practices: (a) With respect to any Mortgage Loan
serviced by Countrywide or Wilshire, those mortgage servicing practices set     
forth in Section 3.01 of this Agreement; and (b) with respect to any Mortgage   
Loan serviced by JPMorgan, the servicing and administration of such Mortgage    
Loan (i) in the same manner in which, and with the same care, skill, prudence   
and diligence with which JPMorgan generally services and administers similar    
mortgage loans with similar mortgagors (A) for other third parties, giving due  
consideration to customary and usual standards of practice of prudent           
institutional residential mortgage lenders servicing their own mortgage loans or
(B) held in JPMorgan's own portfolio, whichever standard is higher, and (ii) in 
accordance with applicable local, state and federal laws, rules and regulations.

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

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

        Acoustic: Acoustic Home Loans, LLC, a Delaware limited liability
company, and its successors in interest.                                        

   Acoustic Mortgage Loan: Each Mortgage Loan purchased by the
Purchaser pursuant to an Acoustic Purchase Agreement and identified as an       
"Acoustic Mortgage Loan" on the Mortgage Loan Schedule.                         

        Acoustic Purchase Agreement: The Flow Mortgage Loan Purchase and
Warranties Agreement, dated as of November 1, 2004, by and between Acoustic and 
the Purchaser, solely insofar as the Acoustic Purchase Agreement relates to the 
Acoustic Mortgage Loans.                                                        

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

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

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

Advance: Any P&I Advance or Servicing Advance.          

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

   Advance Reimbursement Amounts: As defined in Section 10.07.

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

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

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

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

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

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

      Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Trustee (x) the sum of (i) all     
scheduled installments of interest (net of the related Expense Fees) and        
principal due on the Due Date on such Mortgage Loans in the related Due Period  
and received on or prior to the related Determination Date, together with any   
P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance      
Proceeds and Liquidation Proceeds received during the related Prepayment Period 
(in each case, net of unreimbursed expenses incurred in connection with a       
liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial
or full prepayments on the Mortgage Loans received during the related Prepayment
Period together with all Compensating Interest paid by the 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 Purchaser, Fremont, the Responsible   
Party or the Depositor, as applicable, as of such Distribution Date; (v) any Net
Swap Receipts for such Distribution Date; and (vi) the proceeds received with   
respect to the termination of the Trust Fund pursuant to clause (a) of Section  
9.01, reduced by (y) all amounts in reimbursement for P&I Advances and Servicing
Advances previously made with respect to the Mortgage Loans, and other amounts  
as to which the Servicers, the Depositor, the Trustee (or co-trustee) or the    
Custodians 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      
amount of interest 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 amount of interest payable  
on such Class of Certificates on such Distribution Date taking into account (a) 
with respect to the Class A-1 Certificates at the lesser of the WAC Cap and the 
Loan Group I Cap, (b) with respect to the Class A-2 Certificates at the lesser  
of the WAC Cap and the Loan Group II Cap, and (c) with respect to each other    
Class of LIBOR Certificates, the WAC Cap, and (B) the Basis Risk Carry Forward  
Amount for such Class of LIBOR Certificates for all previous Distribution Dates 
not previously paid, together with interest thereon at a rate equal to the      
applicable Pass-Through Rate for such Class of LIBOR Certificates for such      
Distribution Date (without giving effect to the WAC Cap, Loan Group I Cap or    
Loan Group II Cap, as applicable).                                              

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

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

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

          Business Day: Any day other than (i) Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions, in (a) the States of New
York, New Jersey, Nevada, Texas and 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  
4.05; provided, however, that immediately following the Distribution Date on    
which a Subsequent Recovery is distributed, the Class Certificate Balances of   
any Class or Classes of Certificates that have been previously reduced by       
Applied Realized Loss Amounts will be increased, in order of seniority, by the  
amount of the Subsequent Recovery distributed on such Distribution Date (up to  
the amount of Applied Realized Loss Amounts allocated to such Class or Classes).
The Class X and Class P Certificates have no Certificate Balance.               

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

         Certificate Register: The register maintained pursuant to Section
5.02.                                                                           

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

Certification: As defined in Section 8.12(b).           

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

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

        Class A Certificates: As specified in the Preliminary Statement.

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

  Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class Certificate Balances of
the Class A Certificates immediately prior to such Distribution Date over (ii)  
the lesser of (A) 53.70% 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: As specified in the Preliminary Statement.

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

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

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

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

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

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

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

        Class B Certificates: As specified in the Preliminary Statement.

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

    Class B-1 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 B-1 Certificates immediately prior to such Distribution Date, over (ii)   
the lesser of (A) the product of (x) 89.30% 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 B-1 Certificates (after taking into account the distribution of the Class 
B-1 Principal Distribution Amount on such Distribution Date) and (G) 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) 91.80% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such           
Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over the               
Overcollateralization Floor.                                                    

  Class 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 B-1 Certificates (after taking into account the distribution of the Class 
B-1 Principal Distribution Amount on such Distribution Date), (G) 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 (H) 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) 94.10% and (y) the aggregate Stated Principal Balance of the     
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the   
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over the Overcollateralization Floor.                                      

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

     Class IO Interest: As specified in the Preliminary Statement.

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

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

        Class M Certificates: As specified in the Preliminary Statement.

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

    Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount on such Distribution  
Date), and (B) the Class Certificate Balance of the Class M-1 Certificates      
immediately prior to such Distribution Date, over (ii) the lesser of (A) the    
product of (x) 68.60% 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-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) 80.20% 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-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) 83.40% 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-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) 86.40% 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 P Certificates: All Certificates bearing the class designation
of "Class P."                                                                   

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

      Class R Certificates: As defined in the Preliminary Statement.

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

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

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

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

        Class X Distributable Amount: On any Distribution Date, (i) as a
distribution in respect of interest, the amount of interest that has accrued on 
the Class 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 X Interest which is distributable as an Overcollateralization         
Reduction Amount, minus (iii) any amounts paid as a Basis Risk Payment from the 
Excess Reserve Fund Account or any Defaulted Swap Termination Payment.          

            Class X Interest: The Upper-Tier Regular Interest represented by the
Class X Certificates as specified and described in the Preliminary Statement and
the related footnote thereto.                                                   

Closing Date: June 30, 2005.                            

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

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

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

           Compensating Interest: For any Distribution Date, the lesser of (a)
the Prepayment Interest Shortfall, if any, for such Distribution Date, with     
respect to Principal Prepayments during the related Prepayment Period, and (b)  
the Servicing Fee payable to the applicable Servicer for such Distribution Date.

          Condemnation Proceeds: All awards, compensation and/or settlements
in respect of a Mortgaged Property, whether permanent or temporary, partial or  
entire, by exercise of the power of eminent domain or condemnation, to the      
extent not required to be released to a Mortgagor in accordance with the terms  
of the related Mortgage Loan Documents.                                         

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

           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-GS05H3, facsimile no. (714)   
247-6478 and which is the address to which notices to and correspondence with   
the Trustee should be directed.                                                 

  Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding Scheduled Crossover 
Distribution Date, unless on such date 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 the 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:    

Lower-Tier             Upper-Tier          Corresponding
    Class Designation   Regular Interest   Class of Certificates
    -----------------   ----------------   ---------------------

Class LT-A-1A          Class A-1A           Class A-1A  
Class LT-A-1B          Class A-1B           Class A-1B  
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-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-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  
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.                            

         Countrywide: Countrywide Home Loans Servicing LP, a Texas limited
partnership, and its successors in interest.                                    

            Countrywide Serviced Mortgaged Loan: Each Mortgage Loan with respect
to which Countrywide is listed as Servicer on the Mortgage Loan Schedule.       

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

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

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

     Custodian: J.P. Morgan Trust Company, National Association, a
national banking association, and its successors in interest, or Wells Fargo    
Bank, N.A., a national banking association, and its successors in interest, as  
applicable.                                                                     

       Custodian Fee: As to each Mortgage Loan (other than the Fremont
Mortgage Loans) and any Distribution Date, an amount equal to one month's       
interest at the Custodian Fee Rate on the Stated Principal Balance of such      
Mortgage Loan as of the preceding Distribution Date (or as of the Closing Date  
in the case of the first Distribution Date) or, in the event of any payment of  
interest which accompanies a Principal Prepayment in Full made by the Mortgagor,
interest at the Custodian Fee Rate on the Stated Principal Balance of such      
Mortgage Loan for the period covered by such payment of interest. With regards  
to the Custodian Fee for Wells Fargo, a separate fee agreement has been executed
between Wells Fargo and the Trustee.                                            

           Custodian Fee Rate: With respect to J.P. Morgan Trust Company only,
0.0017% per annum.                                                              

Cut-off Date: June 1, 2005.                             

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

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

Data File: As defined in Section 4.03(e).               

Data File Delivery Date: As defined in Section 4.03(e). 

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

       DBRS: Dominion Bond Rating Service, Inc., and its successors in
interest. If DBRS is designated as a Rating Agency in the Preliminary Statement,
for purposes of Section 10.05(b) the address for notices to DBRS shall be       
Dominion Bond Rating Service, Inc., One Exchange Plaza, New York, New York      
10006, or such other address as DBRS may hereafter furnish to the Depositor, the
Servicers, the Custodians and the Trustee.                                      

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

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

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

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

Deleted Mortgage Loan: As defined in Section 2.03(d).   

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

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

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

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

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

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

       Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.27(b) in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company in trust for registered holders of GSAMP Trust 2005-HE3 Mortgage  
Pass-Through Certificates, Series 2005-HE3." Funds in the Distribution Account  
shall be held in trust for the Certificateholders for the uses and purposes set 
forth in this Agreement and may be invested in Permitted Investments.           

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

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

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

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

            Eligible Account: Either (i) an account maintained with a federal or
state chartered depository institution or trust company the short-term unsecured
debt obligations of which (or, in the case of a depository institution or trust 
company that is a subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated "A-1" by Standard & Poor's, "F-1"
by Fitch and "P-1" by Moody's (in each case, to the extent they are designated  
as Rating Agencies in the Preliminary Statement) (and a comparable rating if    
another Rating Agency is specified by the Depositor by written notice to the    
Servicers) at the time any amounts are held on deposit therein, (ii) a trust    
account or accounts maintained with a federal or state chartered depository     
institution or trust company 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.                                                    

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

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

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

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

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

Event of Default: As defined in Section 7.01.           

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

          Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Sections 3.27(a) in the name of the   
Trustee for the benefit of the Regular Certificateholders and designated        
"Deutsche Bank National Trust Company in trust for registered holders of GSAMP  
Trust 2005-HE3, Mortgage Pass-Through Certificates, Series 2005-HE3." Funds in  
the Excess Reserve Fund Account shall be held in trust for the Regular          
Certificateholders for the uses and purposes set forth in this Agreement.       
Amounts on deposit in the Excess Reserve Fund Account shall not be invested.    

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

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

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

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

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

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

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

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

           Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Certificates is the Distribution Date occurring in May   
2045.                                                                           

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

       Fitch: Fitch, Inc., and its successors in interest. If Fitch is
designated as a Rating Agency in the Preliminary Statement, for purposes of     
Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., One     
State Street Plaza, New York, New York 10004, Attention: MBS Monitoring - GSAMP 
Trust 2005-HE3, or such other address as Fitch may hereafter furnish to the     
Depositor, the Servicer, the Custodians and the Trustee.                        

Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.   

Forbearance: As defined in Section 3.07(a).             

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

      Fremont: Fremont Investment & Loan, a California state charted
industrial bank, and its successors in interest.                                

         Fremont Agreements: Collectively, the Fremont Purchase Agreement,
without the mortgage loan schedule exhibits, and the Fremont Assignment         
Agreement, copies of which are attached hereto as Exhibit Q.                    

    Fremont Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of June 30, 2005, among the Purchaser, the      
Depositor and Fremont.                                                          

            Fremont Mortgage Loan: Each Mortgage Loan purchased by the Purchaser
pursuant to a Fremont Purchase Agreement and identified as a "Fremont Mortgage  
Loan" on the Mortgage Loan Schedule.                                            

  Fremont Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreements, dated as of October 1, 2004, by and between Fremont and  
the Purchaser, solely insofar as the Fremont Purchase Agreement relates to the  
Fremont Mortgage Loans.                                                         

         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 I Sequential Trigger Event: With respect to any Distribution
Date (a) before the 25th Distribution Date, the circumstances in which the      
aggregate amount of Realized Losses incurred since the Cut-off Date through the 
last day of the related Prepayment Period divided by the aggregate Stated       
Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds 1.750%,  
or (b) on or after the 25th Distribution Date, if a Trigger Event is in effect. 

     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 a law        
imposing heightened regulatory scrutiny or additional legal liability for       
residential mortgage loans having high interest rates, points and/or fees) or   
(c) categorized as "High Cost" or "Covered" pursuant to Appendix E of the       
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 a
Custodian or the Trustee, as applicable, substantially in the form of Exhibit E.

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

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

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

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

       Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of June 23, 2005, between Goldman Sachs Capital Markets, L.P. and      
Goldman Sachs Mortgage Company or any other cap agreement or swap agreement     
(including any related schedules) entered into by the Trustee on behalf of the  
Trust pursuant to Section 2.01(d) hereof.                                       

         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.                                                                          

   Interim Servicing Agreement: Collectively, the Flow Interim
Servicing Agreement, dated as of November 1, 2004, between the Purchaser and    
Acoustic relating to the Acoustic Mortgage Loans, and the Flow Interim Servicing
Agreement, dated as of November 1, 2004, between the Purchaser and Fremont      
relating to certain Fremont Mortgage Loans.                                     

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

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

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

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

       JPMorgan: JPMorgan Chase Bank, National Association, a national
banking association, and its successors in interest.                            

           JPMorgan Serviced Mortgage Loan: Each Mortgage Loan with respect to
which JPMorgan is listed as Servicer on the Mortgage Loan Schedule.             

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

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

      LIBOR Certificates: As specified in the Preliminary Statement.

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

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

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

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

         Liquidation Proceeds: The amounts, other than Insurance Proceeds,
Condemnation Proceeds or those received following the acquisition of REO        
Property, received in connection with the liquidation of a defaulted Mortgage   
Loan, whether through a trustee's sale, foreclosure sale or otherwise, including
any Subsequent Recoveries.                                                      

       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 Interest Accrual Period and (ii) the sum of 
(A) the weighted average of the interest rates for each Group I Mortgage Loan   
(in each case, less the applicable Expense Fee Rate) then in effect on the      
beginning of the related Due Period and (B) Net Swap Receipts, if any, less Net 
Swap Payments if any, 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 Interest Accrual Period and (ii) the sum of 
(A) the weighted average of the interest rates for each Group II Mortgage Loan  
(in each case, less the applicable Expense Fee Rate) then in effect on the      
beginning of the related Due Period and (B) Net Swap Receipts, if any, less Net 
Swap Payments if any, 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-1A, Class
LT-A-1B, Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class       
LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-B-1, Class LT-B-2, Class LT-B-3,   
Class LT-IO, 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 X Certificateholder: The Holder or Holders of a
majority of the Percentage Interests in the Class X Certificates.               

        Mandalay: United Pacific Mortgage Co. Inc., a California general
partnership, d/b/a Mandalay Mortgage, and its successors in interest.           

   Mandalay Mortgage Loan: Each Mortgage Loan purchased by the
Purchaser pursuant to a Mandalay Purchase Agreement and identified as a         
"Mandalay Mortgage Loan" on the Mortgage Loan Schedule.                         

      Mandalay Purchase Agreement: The Master Mortgage Loan Purchase
Agreement, dated as of December 6, 2004, by and between Mandalay and the        
Purchaser, solely insofar as the Mandalay Purchase Agreement relates to the     
Mandalay Mortgage Loans.                                                        

     Market Value Change Report: A report setting forth changes in
property value of the Mortgaged Properties in a format agreed upon by the       
applicable Servicer and the Depositor.                                          

MERS: As defined in Section 2.01(b).                    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         NC Capital: NC Capital Corporation, a California corporation, and
its successors in interest.                                                     

      NC Capital Mortgage Loans: The Mortgage Loans purchased by the
Purchaser pursuant to the NC Capital Purchase Agreement and identified as a "NC 
Capital Mortgage Loan" on the Mortgage Loan Schedule.                           

          NC Capital Purchase Agreement: The Flow Mortgage Loan Purchase and
Warranties Agreement, dated as of August 25, 2004, by and between NC Capital and
the Purchaser.                                                                  

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

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

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

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

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

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

NIM Trustee: The trustee for the NIM Securities.        

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

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

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

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

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

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

        Offered Certificates: As specified in the Preliminary Statement.

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

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

      Optional Termination Date: The date determined as follows: The
Majority Class X Certificateholder (as evidenced on the Certificate Register)), 
pursuant to Section 9.01, may direct Countrywide 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 X Certificates held by such Holder, or unaffiliated      
Holders in the aggregate, must represent at least a 10% Percentage Interest in  
the Class X Certificates).                                                      

       Original Loan Sellers: With respect to each NC Capital Mortgage
Loan, NC Capital, with respect to each Fremont Mortgage Loan, Fremont, with     
respect to each Acoustic Mortgage Loan, Acoustic, with respect to each Mandalay 
Mortgage Loan, Mandalay and with respect to each Conduit Mortgage Loan, the     
Person who sold such Conduit Mortgage Loan to the Purchaser.                    

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

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

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

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

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

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

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

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

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

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

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

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

Pass-Through Margin: With respect to each Class of LIBOR
Certificates, the following percentages: Class A-1A Certificates, 0.230%; Class 
A-1B Certificates, 0.260%; Class A-2A Certificates, 0.090%; Class A-2B          
Certificates, 0.220%; Class A-2C Certificates, 0.380%; Class M-1 Certificates,  
0.470%; Class M-2 Certificates, 0.670%; Class M-3 Certificates, 0.700%; Class   
M-4 Certificates, 1.200%; Class B-1 Certificates, 1.350%; Class B-2             
Certificates, 1.750%; and Class B-3 Certificates, 2.500%. On the first possible 
Optional Termination Date, the Pass-Through Margins shall increase to: Class    
A-1A, 0.460%; Class A-1B, 0.520%; Class A-2A, 0.180%; Class A-2B, 0.440%; Class 
A-2C, 0.760%; Class M-1, 0.705%; Class M-2, 1.005%; Class M-3, 1.050%; Class    
M-4, 1.800%; Class B-1, 2.025%, Class B-2, 2.625%; and Class B-3, 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 and each Upper-Tier 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 a Servicer, the Trustee or any of their respective         
Affiliates:                                                                     

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

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

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

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

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

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

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

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

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

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

         Physical Certificates: As specified in the Preliminary Statement.

Plan: As defined in Section 5.02(b).                    

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

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

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

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

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

  Pooling-Tier REMIC-1 Regular Interest: 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-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 applicable
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 applicable Servicer with respect to a Mortgage Loan from a     
Mortgagor in connection with any voluntary Principal Prepayment pursuant to the 
terms of the related Mortgage Note.                                             

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

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

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

           Principal Remittance Amount: With respect to any Distribution Date,
the amount equal to the sum of the following amounts (without duplication) with 
respect to the related Due Period: (i) each scheduled payment of principal on a 
Mortgage Loan due during such Due Period and received by the applicable Servicer
on or prior to the related Determination Date or advanced by the applicable     
Servicer for the related Remittance Date (ii) all Principal Prepayments received
during the related Prepayment Period, (iii) all Liquidation Proceeds,           
Condemnation Proceeds and Insurance Proceeds on the Mortgage Loans allocable to 
principal actually collected by the Servicers 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 June 27,
2005, relating to the Offered Certificates.                                     

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

PUD: A planned unit development.                        

          Purchase Agreement: The NC Capital Purchase Agreement, the Fremont
Purchase Agreement, the Acoustic Purchase Agreement, the Mandalay Purchase      
Agreement or, with respect to any Conduit Mortgage Loans, the Master Loan       
Purchase Agreement by and between the related Original Loan Seller and the      
Purchaser, as applicable.                                                       

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

           Rated Final Distribution Date: For each Class of LIBOR Certificates
the Distribution Date occurring in June 2035.                                   

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

          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 related Servicer in connection with the         
liquidation of such Liquidated Mortgage Loan and net of the amount of           
unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan.  

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

Reference Bank: As defined in Section 4.04.             

        Regular Certificates: As specified in the Preliminary Statement.

            Relief Act Interest Shortfall: With respect to any Distribution Date
and any Mortgage Loan, any reduction in the amount of interest or principal     
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 PM, Central Time on the Business Day immediately preceding such      
Distribution Date.                                                              

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

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

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

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

         Representations and Warranties Agreement: The Representations and
Warranties Agreement, dated as of June 30, 2005, by and between the Depositor   
and the Purchaser, a copy of which is attached hereto as Exhibit R.             

          Repurchase Price: With respect to any Mortgage Loan repurchased by
(a) the Purchaser, the Responsible Party or the Depositor, 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 Purchaser's or  
the Depositor's repurchase obligations, as applicable, to the extent not        
included in clause (iii), and (v) any costs and damages incurred by the Trust in
connection with any violation by such Mortgage Loan of any predatory lending law
or abusive lending law, or (b) Fremont, the Repurchase Price as that term is    
defined in the Fremont Purchase Agreement.                                      

            Request for Release: The Request for Release submitted by a Servicer
to a Custodian or the Trustee, as applicable, substantially in the form of      
Exhibit K.                                                                      

         Residual Certificates: As specified in the Preliminary Statement.

          RESPA: Real Estate Settlement Procedures Act, as amended from time
to time.                                                                        

            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: NC Capital.                          

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

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

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

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

       Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the               
Overcollateralized Amount (in each case after taking into account the           
distributions of the Principal Distribution Amount for such Distribution Date)  
by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such    
Distribution Date.                                                              

  Senior Specified Enhancement Percentage: As of any date of
determination, 46.30%.                                                          

 Servicer: With respect to (i) each Fremont Mortgage Loan,
Countrywide after the Servicing Transfer Date, (ii) each NC Capital Mortgage    
Loan, Countrywide with respect to each Countrywide Serviced Mortgage Loan and   
Wilshire with respect to each Wilshire Serviced Mortgage Loan, (iii) each       
Acoustic Mortgage Loan, JPMorgan after the Servicing Transfer Date, and (iv)    
each Mandalay Mortgage Loan and each Conduit Mortgage Loan, Countrywide, and in 
any case, if a successor servicer is appointed hereunder, such successor        
servicer. Prior to the Servicing Transfer Date, "Servicer" shall mean Fremont   
with respect to the Fremont Mortgage Loans or Acoustic with respect to the      
Acoustic Mortgage Loans previously identified to the Trustee by the Depositor or
its designee.                                                                   

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

    Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred prior to, on, or after the Cut-off Date
by the applicable Servicer in the performance of its servicing obligations in   
connection with a default, delinquency or other unanticipated event, including, 
but not limited to, the cost of (i) the preservation, restoration, inspection   
and protection of a Mortgaged Property, (ii) any enforcement or judicial        
proceedings, including foreclosures and litigation, in respect of a particular  
Mortgage Loan, (iii) the management (including reasonable fees in connection    
therewith) and liquidation of any REO Property, (iv) the performance of its     
obligations under Sections 3.01, 3.09, 3.13 and 3.15. Servicing Advances also   
include any reasonable "out-of-pocket" costs and expenses (including legal fees)
incurred by the applicable Servicer in connection with executing and recording  
instruments of satisfaction, deeds of reconveyance or Assignments of Mortgage in
connection with any satisfaction or foreclosures in respect of any Mortgage Loan
to the extent not recovered from the Mortgagor or otherwise payable under this  
Agreement and (v) obtaining or correcting any legal documentation required to be
included in the Mortgage Files and necessary for the applicable Servicer to     
perform its obligations under this Agreement. No Servicer shall be required to  
make any Nonrecoverable Servicing Advances.                                     

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

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

    Servicing File: With respect to each Mortgage Loan, the file
retained by the 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 M 
hereto.                                                                         

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

        Servicing Transfer Costs: All reasonable out-of-pocket costs and
expenses incurred by the Trustee in connection with the transfer of servicing   
from a terminated Servicer, including, without limitation, any such costs or    
expenses associated with the complete transfer of all servicing data and the    
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee (or any successor Servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and effectively.           

Servicing Transfer Date: On or about July 1, 2005.      

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

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

           Specified Overcollateralized Amount: Prior to the Stepdown Date, an
amount equal to 2.95% of the Cut-off Date Pool Principal Balance. On and after  
the Stepdown Date, an amount equal to 5.90% of the aggregate Stated Principal   
Balance of the Mortgage Loans for such Distribution Date, subject, until the    
Class Certificate Balance of each Class of LIBOR Certificates has been reduced  
to zero, to a minimum amount equal to the Overcollateralization Floor; provided,
however, that if, on any Distribution Date, a Trigger Event has occurred, the   
Specified Overcollateralized Amount shall not be reduced to the applicable      
percentage of the then current aggregate Stated Principal Balance of the        
Mortgage Loans until the Distribution Date on which a Trigger Event is no longer
occurring; 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.                           

            Standard & Poor's: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors in interest. If Standard &  
Poor's is designated as a Rating Agency in the Preliminary Statement, for       
purposes of Section 10.05(b) the address for notices to Standard & Poor's shall 
be Standard & Poor's, 55 Water Street, New York, New York 10041, Attention:     
Residential Mortgage Surveillance Group - GSAMP Trust 2005-HE3, or such other   
address as Standard & Poor's may hereafter furnish to the Depositor, the        
Servicers, the Custodians 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 2.06.               

        Stated Principal Balance: As to each Mortgage Loan and as of any
date of determination, (i) the principal balance of the Mortgage Loan at the    
Cut-off Date after giving effect to payments of principal due on or before such 
date, minus (ii) all amounts previously remitted to the Trustee with respect to 
the related Mortgage Loan representing payments or recoveries of principal      
including advances in respect of scheduled payments of principal. For purposes  
of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will
give effect to any scheduled payments of principal received by the related      
Servicer on or prior to the related Determination Date or advanced by the       
related Servicer for the related Remittance Date and any unscheduled principal  
payments and other unscheduled principal collections received during the related
Prepayment Period, and the Stated Principal Balance of any Mortgage Loan that   
has prepaid in full or has become a Liquidated Mortgage Loan during the related 
Prepayment Period shall be zero.                                                

        Stepdown Date: The earlier to occur of (a) the date on which the
aggregate Class Certificate Balances of the Class A Certificates have been      
reduced to zero, and (b) the later to occur of (i) the Distribution Date in July
2008, and (ii) the first Distribution Date on which the Senior Enhancement      
Percentage is greater than or equal to the Senior Specified Enhancement         
Percentage.                                                                     

  Subordinated Certificates: As specified in the Preliminary
Statement.                                                                      

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

Subservicer: As defined in Section 3.02(a).             

Subservicing Account: As defined in Section 3.08.       

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

            Substitute Mortgage Loan: A mortgage loan eligible to be substituted
by the Responsible Party for a Deleted Mortgage Loan which must, on the date of 
such substitution, (i) have an outstanding principal balance, after deduction of
all scheduled payments due in the month of substitution (or in the case of a    
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an     
aggregate principal balance), not in excess of the outstanding principal balance
of the Deleted Mortgage Loan (the amount of any shortfall will be paid by the   
Responsible Party to the Depositor or its designee in the month of              
substitution); (ii) have a Mortgage Interest Rate not less than and not more    
than 1% greater than the Mortgage Interest Rate of the Deleted Mortgage Loan;   
(iii) have a remaining term to maturity not greater than and not more than one  
year less than that of the Deleted Mortgage Loan (iv) be of the same type as the
Deleted Mortgage Loan (i.e., fixed rate or adjustable rate with same Periodic   
Rate Cap, Lifetime Rate Cap, Index and lien priority); and (v) comply with each 
representation and warranty (respecting individual Mortgage Loans) set forth in 
Schedule VII hereof.                                                            

  Substitution Adjustment Amount: For any month in which the
Responsible Party substitutes a Substitute Mortgage Loan for a Deleted Mortgage 
Loan, the amount (if any) by which the aggregate principal balance of all       
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),  
including the remittance by the Responsible Party, from its own funds, of an    
amount equal to the amount of such principal shortfall plus one month's interest
thereon at the Mortgage Interest Rate on the Deleted Mortgage Loan. The amount  
of such shortfall shall be distributed by GSMC directly to the Depositor or its 
designee in accordance with the Depositor's instructions within two (2) Business
Days of such substitution.                                                      

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

          Swap LIBOR: With respect to any Distribution Date (and the related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used in the      
Interest 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.           

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

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

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

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

Termination Price: As defined in Section 9.01.          

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

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

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

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

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

       Trigger Event: With respect to any Distribution Date, a Trigger
Event exists if (i) the quotient (expressed as a percentage) of (1) the rolling 
three month average of the aggregate unpaid principal balance of 60+ Day        
Delinquent Mortgage Loans, divided by (2) the aggregate unpaid principal balance
of the Mortgage Loans as of the last day of the related Due Period, equals or   
exceeds 34.00% 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
    ------------------------------       -----------------------------------
    July 2007 through June 2008          1.750% for the first month, plus an
                                     additional 1/12th of 2.000% for
                           each month thereafter
    July 2008 through June 2009          3.750% for the first month, plus an
                                     additional 1/12th of 2.250% for
                           each month thereafter
    July 2009 through June 2010          6.000% for the first month, plus an
                                     additional 1/12th of 1.750% for
                           each month thereafter
    July 2010 through June 2011          7.750% for the first month, plus an
                                     additional 1/12th of 0.750% for
                           each month thereafter
July 2011 and thereafter             8.500%                         

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

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

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

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

         Trustee Fee Rate: With respect to each Mortgage Loan, 0.0025% per
annum.                                                                          

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

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

           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
applicable Purchase Agreement.                                                  

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

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

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

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

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

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

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

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

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

          WAC Cap: With respect to the Mortgage Loans as of any Distribution
Date, a per annum rate equal to the product of (i) 30 divided by the actual     
number of days in the 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, less Net Swap Payments if any, 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, N.A., a national banking association,
and its successors in interest.                                                 

            Wilshire: Wilshire Credit Corporation, a Nevada corporation, and its
successors in interest.                                                         

           Wilshire Serviced Mortgage Loan: Each Mortgage Loan with respect to
which Wilshire is listed as Servicer on the Mortgage Loan Schedule.             

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 J.P. Morgan Trust
Company, with respect to the Mandalay Mortgage Loans and the Conduit Mortgage   
Loans, Wells Fargo, with respect to the Fremont Mortgage Loans and the Trustee, 
with respect to the NC Capital Mortgage Loans and the Acoustic Mortgage Loans,  
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 0.09% 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 is
     advised by the applicable Original Loan Seller 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) except with respect to the Mandalay Mortgage Loans and the
Conduit Mortgage Loans, the original of any guarantee executed in   
connection with the Mortgage Note;                                  

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

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

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

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

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

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

            (vii) the original or duplicate lender's title policy and any riders
   thereto or, any one of an original title binder, an original or copy of
the preliminary title report or an original or copy of the title    
commitment, and if, copies then certified by the title company; and 

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

           The Depositor shall use reasonable efforts to assist the applicable
Custodian and the Trustee, as applicable, and the applicable Servicer in        
enforcing the obligations of the Purchaser under the Representations and        
Warranties Agreement and the obligations of Fremont and the Purchaser under the 
Fremont Agreements.                                                             

        Each Mortgage Loan for which a Mortgage Note is missing shall be
evidenced by a lost note affidavit as of the Closing Date. In the event one or  
more lost note affidavits are provided to cover multiple missing Mortgage Notes 
on the Closing Date, the Depositor shall use reasonable efforts to cause the    
Purchaser to deliver to the applicable Custodian or the Trustee, as applicable, 
the applicable individual lost note affidavits within ten (10) Business Days of 
the Closing Date. If the Purchaser fails to deliver the required individual lost
note affidavits within the specified period of time, the Trustee shall notify NC
Capital, Fremont or the Purchaser, as applicable, to take such remedial actions,
including, without limitation, the repurchase by NC Capital of any NC Capital   
Mortgage Loan within 60 days of the Closing Date and the repurchase by Fremont  
of any Fremont Mortgage Loan within 60 days of the Closing Date, or the         
repurchase by the Purchaser of any Acoustic Mortgage Loan within 60 days of the 
Closing Date and the repurchase of any Mandalay Mortgage Loan or any Conduit    
Mortgage Loan within 180 days of the Closing Date.                              

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

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

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

           On or prior to the Closing Date, the Depositor shall use reasonable
efforts to cause the Purchaser to deliver to the applicable Custodian or the    
Trustee, as applicable, Assignments of Mortgages, in blank, for each applicable 
Mortgage Loan (except with respect to each MERS Designated Mortgage Loan). The  
Depositor shall use reasonable efforts to cause the Purchaser to cause the      
Assignments of Mortgage with completed recording information to be provided to  
the related Servicer in a reasonably acceptable manner. No later than thirty    
(30) Business Days following the later of the Closing Date and the date of      
receipt by the Depositor of the fully completed Assignments of Mortgages in     
recordable form, the Depositor shall promptly submit or cause to be submitted   
for recording, at the expense of the Purchaser, at no expense to the Trust Fund,
the applicable Custodian, the Trustee or the Depositor in the appropriate public
office for real property records, each Assignment of Mortgage referred to in    
Section 2.01(b)(v). Notwithstanding the foregoing, however, for administrative  
convenience and facilitation of servicing and to reduce closing costs, the      
Assignments of Mortgage shall not be required to be completed and submitted for 
recording with respect to any Mortgage Loan (i) if the Trustee and each Rating  
Agency has received an opinion of counsel, satisfactory in form and substance to
the Trustee and each Rating Agency, to the effect that the recordation of such  
Assignments of Mortgage in any specific jurisdiction is not necessary to protect
the Trustee's interest in the related Mortgage Note or (ii) if such Mortgage    
Loan is a MERS Designated Mortgage Loan. If the Assignment of Mortgage is to be 
recorded, the Depositor shall use reasonable efforts to cause the Purchaser to  
assign the Mortgage at the Purchaser's expense to "Deutsche Bank National Trust 
Company, as trustee under the Pooling and Servicing Agreement dated as of June  
1, 2005, GSAMP Trust 2005-HE3." In the event that any such assignment is lost or
returned unrecorded because of a defect therein with respect to any Mortgage    
Loan, and such defect is not cured, the Trustee shall cause the Purchaser to    
repurchase such Mortgage Loan pursuant to the Representations and Warranties    
Agreement.                                                                      

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

           In the event, with respect to any Mortgage Loan, that such original
or copy of any document submitted for recordation to the appropriate public     
recording office is not so delivered to the applicable Custodian or the Trustee,
as applicable, within 90 days following the applicable Original Purchase Date,  
and in the event that the Purchaser does not cause such failure to be cured     
within 60 days of discovery of receipt of written notification of such failure  
from the Depositor, the related Mortgage Loan shall, upon the request of the    
Depositor, be repurchased by the Purchaser pursuant to the Representations and  
Warranties Agreement, at the price and in the manner specified in Section 2.03. 
The foregoing repurchase remedy shall not apply in the event that the Purchaser 
cannot deliver such original or copy of any document submitted for recordation  
to the appropriate public recording office within the specified period due to a 
delay caused by the recording office in the applicable jurisdiction; provided,  
that the Purchaser shall instead deliver a recording receipt of such recording  
office or, if such recording receipt is not available, an officer's certificate 
of an officer of the Purchaser confirming that such document has been accepted  
for recording.                                                                  

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

        (c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express  
trust (the "Trust") to be known, for convenience, as "GSAMP Trust 2005-HE3" and 
Deutsche Bank National Trust Company is hereby appointed as Trustee in          
accordance with the provisions of this Agreement.                               

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

        (e) It is agreed and understood by the Depositor and the Trustee
that it is the policy and intention of the Trust to acquire only Mortgage Loans 
meeting the requirements set forth in this Agreement, including without         
limitation, including the requirement that no Mortgage Loan be a High Cost or   
Covered Loan, as applicable, 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 Purchaser under the Fremont Agreements from and after the    
Closing Date and solely insofar as they as they relate to the Fremont Mortgage  
Loans. For avoidance of doubt, any obligations so assumed are obligations of the
Trust, and not of the Trustee in its individual capacity. Each Custodian and the
Trustee, as applicable, acknowledge receipt of the documents identified in the  
Initial Certification in the form annexed hereto as Exhibit E, and the Trustee  
declares that the applicable Custodian, on the Trustee's behalf, holds and will 
hold such documents and the other documents delivered to them pursuant to       
Section 2.01, and that the Trustee holds or will hold such other assets as are  
included in the Trust Fund, in trust for the exclusive use and benefit of all   
present and future Certificateholders. Each Custodian and the Trustee, as       
applicable, acknowledge that they will maintain possession of the related       
Mortgage Notes in the States of Texas and California, respectively, unless      
otherwise permitted by the Rating Agencies.                                     

          Prior to and as a condition to the Closing, each Custodian and the
Trustee shall deliver via facsimile (with original to follow the next Business  
Day) to the Depositor and each 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. Neither the applicable Custodian nor the Trustee   
shall be responsible to verify the validity, sufficiency or genuineness of any  
document in any Custodial File.                                                 

           On the Closing Date, the applicable Custodian and the Trustee shall
ascertain that all documents required to be reviewed by them are in their       
possession, and shall deliver to the Depositor and the applicable Servicer an   
Initial Certification, in the form annexed hereto as Exhibit E, and shall       
deliver to the Depositor and the applicable Servicer Document Certification and 
Exception Report, in the form annexed hereto as Exhibit F, 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.  
Neither the applicable Custodian nor the Trustee shall be responsible to verify 
the validity, sufficiency or genuineness of any document in any Custodial File. 

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

            The Depositor shall use reasonable efforts to cause the Purchaser to
deliver to the applicable 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 applicable Custodian or the Trustee, as     
applicable, including but not limited to such documents as the title insurance  
policy and any other Mortgage Loan documents upon return from the public        
recording office. The Depositor shall use reasonable efforts to cause the       
Purchaser to deliver, at the Purchaser's expense, to the related Servicer and in
no event shall the related Servicer be responsible for any expenses relating to 
such delivery obligation.                                                       

      Section 2.03 Representations, Warranties and Covenants of Each
Servicer, Each Custodian and the Responsible Party. (a) Countrywide hereby makes
the representations and warranties set forth in Schedule II hereto to the       
Depositor, the applicable Custodian and the Trustee as of the Closing Date.     
JPMorgan, hereby makes the representations and warranties set forth in Schedule 
III hereto to the Depositor and the Trustee as of the Closing Date. Wilshire    
hereby makes the representations and warranties set forth in Schedule IV hereto 
to the Depositor and the Trustee as of the Closing Date. J.P. Morgan Trust      
Company hereby makes the representations and warranties set forth in Schedule V 
hereto to the Depositor, Countrywide, Wilshire and the Trustee as of the Closing
Date. Wells Fargo hereby makes the representations and warranties set forth in  
Schedule VI hereto to the Depositor, Countrywide, JP Morgan, Wilshire and the   
Trustee as of the Closing Date.                                                 

      (b) The Responsible Party hereby makes the representations and
warranties set forth in Schedule VII and Schedule VIII hereto, to the Depositor,
the applicable Custodian, the Servicers and the Trustee as of the Closing Date. 

         (c) It is understood and agreed by the Servicers, the Responsible
Party and the applicable Custodian that the representations and warranties set  
forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by  
the Depositor to the Trustee, and shall inure to the benefit of the Depositor   
and the Trustee notwithstanding any restrictive or qualified endorsement on any 
Mortgage Note or Assignment of Mortgage or the examination or failure to examine
any Mortgage File. Upon discovery by any of the Depositor, the Trustee , the    
applicable Custodian, the Responsible Party or any Servicer of a breach of any  
of the foregoing representations and warranties, the party discovering such     
breach shall give prompt written notice to the others; provided that a Servicer 
need not give notice to the other Servicers.                                    

          (d) Within 30 days of the earlier of either discovery by or notice
to the Responsible Party that any NC Capital Mortgage Loan does not conform to  
the requirements as determined in the Trustee's review of the related Custodial 
File or within 60 days of the earlier of either discovery by or notice to the   
Responsible Party of any breach of a representation or warranty set forth in    
Section 2.03(c) that materially and adversely affects the value of any NC       
Capital Mortgage Loan or the interest of the Trustee or the Certificateholders  
therein, the Responsible Party shall use its best efforts to cause to be        
remedied a material defect in a document constituting part of a NC Capital      
Mortgage File or promptly to cure such breach in all material respects and, if  
such defect or breach cannot be remedied, the Responsible Party shall, (i) if   
such 30 or 60 day period, as applicable, expires prior to the second anniversary
of the Closing Date, remove such NC Capital Mortgage Loan (a "Deleted Mortgage  
Loan") from the Trust Fund and substitute in its place a Substitute Mortgage    
Loan, in the manner and subject to the conditions set forth in this Section     
2.03, or (ii) at the Depositor's option, repurchase such NC Capital Mortgage    
Loan at the Repurchase Price; provided, however, that any such substitution     
pursuant to clause (i) above shall not be effected prior to the delivery to the 
Trustee of a Request for Release substantially in the form of Exhibit K, and the
NC Capital Mortgage File for any such Substitute Mortgage Loan. In the event    
that a breach shall involve any representation or warranty set forth in Schedule
VIII, and such breach cannot be cured within 60 days of the earlier of either   
discovery by or notice to the Responsible Party of such breach, all of the NC   
Capital Mortgage Loans shall, at the Depositor's option, be repurchased by the  
Responsible Party at the Repurchase Price. Notwithstanding the foregoing, a     
breach (x) which causes a NC Capital Mortgage Loan not to constitute a          
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (y)
by the Responsible Party of any of the representations and warranties set forth 
in paragraphs (44), (46), (47), (48), (50), (58), (59), (60), (61), (62), (63), 
(64), (65), (66) or (67) of Schedule VII, in each case, will be deemed          
automatically to materially and adversely affect the value of such NC Capital   
Mortgage Loan and the interests of the Trustee and Certificateholders in such NC
Capital Mortgage Loan. In the event that the Trustee receives notice of a breach
by the Responsible Party of any of the representations and warranties set forth 
in paragraphs (44), (46), (47), (48), (50), (58), (59), (60), (61), (62), (63), 
(64), (65), (66) or (67) of Schedule VII, the Trustee shall give notice of such 
breach to the Responsible Party and request the Responsible Party to repurchase 
the NC Capital Mortgage Loan at the Repurchase Price within 30 days of the      
Responsible Party's receipt of such notice. The Responsible Party shall         
repurchase each such Deleted Mortgage Loan within 30 days of the earlier of     
discovery or receipt of notice with respect to each such Deleted Mortgage Loan. 

           (e) For any month in which the Responsible Party substitutes one or
more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the      
Servicer will determine the Substitution Adjustment Amount, which together with 
an amount equal to the aggregate of any unreimbursed Advances and Servicing     
Advances with respect to such Deleted Mortgage Loans, shall be deposited into   
the Collection Account by the Responsible Party on or before the next Remittance
Date.                                                                           

            (f) In addition to such repurchase obligation, the Responsible Party
shall indemnify the Depositor, its Affiliates, the Servicers, the Custodians and
the Trustee and hold such parties harmless against any losses, damages,         
penalties, fines, forfeitures, reasonable and necessary legal fees and related  
costs, judgments, and other costs and expenses resulting from any claim, demand,
defense or assertion based on or grounded upon, or resulting from, a breach by  
the Responsible Party of any of its representations and warranties contained in 
the NC Capital Purchase Agreement or this Agreement.                            

           (g) In connection with any repurchase or substitution of a Mortgage
Loan pursuant to this Section 2.03, Section 2.08, Section 3.28, the             
Representations and Warranties Agreement or the Fremont Agreements, the         
applicable Servicer shall, based on information provided by the Responsible     
Party, Fremont or the Purchaser, as applicable, amend the Mortgage Loan Schedule
for the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and 
the applicable Servicer shall deliver the amended Mortgage Loan Schedule to the 
applicable Custodian or the Trustee, as applicable. Upon any such repurchase or 
any substitution and the deposit to the Collection Account of any Substitution  
Adjustment Amount, the applicable Custodian or the Trustee, as applicable, shall
release the Mortgage File held for the benefit of the Certificateholders        
relating to such Deleted Mortgage Loan to the Purchaser, the Depositor or the   
applicable Original Loan Seller, as applicable, and shall execute and deliver at
the direction of the Purchaser, the Depositor or the applicable Original Loan   
Seller, as applicable, such instruments of transfer or assignment prepared by   
the Purchaser, the Depositor or the applicable Original Loan Seller, as         
applicable, in each case without recourse, as shall be necessary to vest title  
in the Purchaser or its designee, the Depositor or the applicable Original Loan 
Seller, as applicable, or their respective designees, the Trustee's interest in 
any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.        

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

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

        The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Custodial Files to the applicable 
Custodian or the Trustee, as the case may be, for the benefit of the            
Certificateholders.                                                             

Section 2.04 [Reserved.]                                

        Section 2.05 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 2.06 REMIC Matters. The Preliminary Statement sets forth the
designations for federal income tax purposes of all interests created hereby.   
The "Start-up Day" for purposes of the REMIC Provisions shall be the Closing    
Date. The "latest possible maturity date" is the Distribution Date in May 2045, 
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),       
exclusive of any amounts received from the Swap Provider, shall be deemed paid  
from the Upper-Tier REMIC in respect of the Class X Interest to the Holders of  
the Class X Certificates prior to distribution of any Basis Risk Payments to the
LIBOR Certificates.                                                             

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

         Section 2.07 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Trustee, and each    
Servicer that as of the date of this Agreement or as of such date specifically  
provided herein:                                                                

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

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

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

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

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

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

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

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

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.07 shall survive delivery of the          
respective Custodial Files to the applicable Custodian or the Trustee, as the   
case may be, and shall inure to the benefit of the Trustee.                     

            Section 2.08 Enforcement of Purchaser Obligations. Upon discovery by
any of the parties hereto of a breach of a representation or warranty made by   
the Purchaser pursuant to the Representations and Warranties Agreement, the     
party discovering such breach shall give prompt written notice thereof to the   
other parties to this Agreement and the Purchaser. The Trustee shall take such  
action with respect to such breach under the Representations and Warranties     
Agreement, as applicable, as may be necessary or appropriate to enforce the     
rights of the Trust with respect thereto.                                       

 ARTICLE III

ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS 

        Section 3.01 Servicers to Service Mortgage Loans. (a) For and on
behalf of the Certificateholders, each Servicer shall service and administer the
Mortgage Loans serviced by it in accordance with the terms of this Agreement and
the respective Mortgage Loans (provided, however that, prior to the Servicing   
Transfer Date with respect to any Fremont Mortgage Loans subject to an Interim  
Servicing Agreement or with respect to any Acoustic Mortgage Loans subject to an
Interim Servicing Agreement, Fremont or Acoustic, respectively, will service    
such Fremont Mortgage Loans or Acoustic Mortgage Loans pursuant to the          
applicable Interim Servicing Agreement; and provided, further, that from and    
after the Servicing Transfer Date with respect to the Fremont Mortgage Loans,   
Countrywide shall service such Fremont Mortgage Loans pursuant to this Agreement
and with respect to the Acoustic Mortgage Loans, JPMorgan shall service such    
Acoustic Mortgage Loans pursuant to this Agreement), to the extent consistent   
with such terms, in compliance with all applicable federal, state and local     
laws, and in the same manner in which it services and administers similar       
mortgage loans for its own portfolio, giving due consideration to customary and 
usual standards of practice of mortgage lenders and loan servicers administering
similar mortgage loans but without regard to:                                   

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

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

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

         (iv) the relationship between the amount of any Servicer's or any
Subservicer's compensation and the decisions made by the Servicer or
  Subservicer in peforming its services hereunder or with respect to any
particular transaction.                                             

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

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

          (c) Notwithstanding anything in this Agreement to the contrary, no
Servicer may make any future advances with respect to a Mortgage Loan (except as
provided in Section 4.01) and no Servicer shall (i) permit any modification with
respect to any Mortgage Loan that would change the Mortgage Interest Rate,      
reduce or increase the principal balance (except for reductions resulting from  
actual payments of principal) or change the final maturity date on such Mortgage
Loan (except for (A) a reduction of interest or principal payments resulting    
from the application of the Servicemembers Civil Relief Act or any similar state
statutes or (B) as provided in Section 3.07, if the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of the         
applicable Servicer, reasonably foreseeable) or (ii) permit any modification,   
waiver or amendment of any term of any Mortgage Loan that would both (A) effect 
an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code  
(or final, temporary or proposed Treasury regulations promulgated thereunder)   
and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or   
the imposition of any tax on "prohibited transactions" or "contributions after  
the start-up day" under the REMIC Provisions, or (iii) except as provided in    
Section 3.07(a), waive any Prepayment Premiums.                                 

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

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

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

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

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

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

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

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

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

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

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

           Section 3.07 Collection of Certain Mortgage Loan Payments. (a) Each
Servicer shall make reasonable efforts to collect all payments called for under 
the terms and provisions of the Mortgage Loans and shall, to the extent such    
procedures shall be consistent with this Agreement and the terms and provisions 
of any applicable Insurance Policies, follow such collection procedures as it   
would follow with respect to mortgage loans comparable to the Mortgage Loans and
held for its own account. Consistent with the foregoing and Accepted Servicing  
Practices, each Servicer may (i) waive any late payment charge or, if           
applicable, any penalty interest, or (ii) extend the due dates for the Scheduled
Payments due on a Mortgage Note for a period of not greater than 180 days;      
provided, that any extension pursuant to clause (ii) above shall not affect the 
amortization schedule of any Mortgage Loan for purposes of any computation      
hereunder, except as provided below. In the event of any such arrangement       
pursuant to clause (ii) above, each Servicer shall make timely advances on such 
Mortgage Loan during such extension pursuant to Section 4.01 and in accordance  
with the amortization schedule of such Mortgage Loan without modification       
thereof by reason of such arrangements, subject to Section 4.01(d) pursuant to  
which each Servicer shall not be required to make any such advances that are    
Nonrecoverable P&I Advances. Notwithstanding the foregoing, in the event that   
any Mortgage Loan is in default or in the judgment of the applicable Servicer,  
such default is reasonably foreseeable, the applicable Servicer, consistent with
the standards set forth in Section 3.01, may also waive, modify or vary any term
of such Mortgage Loan (including modifications that would change the Mortgage   
Interest Rate, forgive the payment of principal or interest, extend the final   
maturity date of such Mortgage Loan or waive, in whole or in part, a Prepayment 
Premium), accept payment from the related Mortgagor of an amount less than the  
Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent
to the postponement of strict compliance with any such term or otherwise grant  
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "Forbearance"); provided, however, that a Servicer's      
approval of a modification of a Due Date shall not be considered a modification 
for purposes of this sentence; provided, further, that the final maturity date  
of any Mortgage Loan may not be extended beyond the Final Scheduled Distribution
Date for the LIBOR Certificates. The applicable Servicer's analysis supporting  
any Forbearance and the conclusion that any Forbearance meets the standards of  
Section 3.01 shall be reflected in writing in the applicable Servicing File or  
on the applicable Servicer's servicing records. In addition, notwithstanding the
foregoing, each Servicer may also waive (or permit a Subservicer to waive), in  
whole or in part, a Prepayment Premium if such waiver would, in the applicable  
Servicer's judgment, maximize recoveries on the related Mortgage Loan or if such
Prepayment Premium is (i) not permitted to be collected by applicable law, or   
the collection of the Prepayment Premium would be considered "predatory"        
pursuant to written guidance published by any applicable federal, state or local
regulatory authority having jurisdiction over such matters, or (ii) the         
enforceability of such Prepayment Premium is limited (1) by bankruptcy,         
insolvency, moratorium, receivership or other similar laws relating to          
creditors' rights or (2) due to acceleration in connection with a foreclosure or
other involuntary payment. If a Prepayment Premium is waived other than as      
permitted in this Section 3.07(a), then the applicable Servicer is required to  
pay the amount of such waived Prepayment Premium, for the benefit of the Holders
of the Class P Certificates, by depositing such amount into the related         
Collection Account together with and at the time that the amount prepaid on the 
related Mortgage Loan is required to be deposited into the related Collection   
Account; provided, however, that the applicable Servicer shall not have an      
obligation to pay the amount of any uncollected Prepayment Premium if the       
failure to collect such amount is the direct result of inaccurate or incomplete 
information on the Mortgage Loan Schedule in effect at such time.               

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

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

        Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) Each Servicer shall ensure that each of the Mortgage Loans 
serviced by such Servicer shall be covered by a paid-in-full, life-of-the-loan  
tax service contract in effect with respect to each First Lien Mortgage Loan    
(each, a "Tax Service Contract") serviced by such Servicer. Each Tax Service    
Contract shall be assigned to the Trustee, or its designee, at the applicable   
Servicer's expense in the event that a Servicer is terminated as Servicer of the
related Mortgage Loan.                                                          

           (b) To the extent that the services described in this paragraph (b)
are not otherwise provided pursuant to the Tax Service Contracts described in   
paragraph (a) hereof, the applicable Servicer undertakes to perform such        
functions with respect to the Mortgage Loans serviced by such Servicer. To the  
extent the related Mortgage Loan provides for Escrow Payments, the applicable   
Servicer shall establish and maintain, or cause to be established and           
maintained, one or more accounts (the "Escrow Accounts"), which shall be        
Eligible Accounts. Each Servicer shall deposit in the clearing account (which   
account must be an Eligible Account) in which it customarily deposits payments  
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after   
such Servicer's receipt thereof, all collections from the Mortgagors (or related
advances from Subservicers) for the payment of taxes, assessments, hazard       
insurance premiums and comparable items for the account of the Mortgagors       
("Escrow Payments") collected on account of the Mortgage Loans and shall        
thereafter deposit such Escrow Payments in the Escrow Accounts, in no event more
than two Business Days after the deposit of such funds in the clearing account, 
for the purpose of effecting the payment of any such items as required under the
terms of this Agreement. Withdrawals of amounts from an Escrow Account may be   
made only to (i) effect payment of taxes, assessments, fire and hazard insurance
premiums, condominium charges and comparable items; (ii) reimburse the          
applicable Servicer (or a Subservicer to the extent provided in the related     
Subservicing Agreement) out of related collections for any advances made        
pursuant to Section 3.01(b) (with respect to taxes and assessments) and Section 
3.13(a) (with respect to hazard insurance); (iii) refund to Mortgagors any sums 
as may be determined to be overages; (iv) apply to the restoration or repair of 
the Mortgaged Property in accordance with Section 3.13(a); (v) transfer to the  
Collection Account and application to reduce the principal balance of the       
Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage 
Note; (vi) pay interest to the applicable Servicer and, if required and as      
described below, to Mortgagors on balances in the Escrow Account; (vii) clear   
and terminate the Escrow Account at the termination of the applicable Servicer's
obligations and responsibilities in respect of the related Mortgage Loans under 
this Agreement; or (viii) recover amounts deposited in error or for which       
amounts previously deposited are returned due to a "not sufficient funds" or    
other denial of payment by the related Mortgagor's banking institution. As part 
of its servicing duties, each Servicer or Subservicers shall pay to the         
Mortgagors interest on funds in Escrow Accounts, to the extent required by law  
and, to the extent that interest earned on funds in the Escrow Accounts is      
insufficient, to pay such interest from its or their own funds, without any     
reimbursement therefor. To the extent that a First Lien Mortgage Loan does not  
provide for Escrow Payments, the applicable Servicer shall use commercially     
reasonable efforts consistent with Accepted Servicing Practices to determine    
whether any such payments are made by the Mortgagor in a manner and at a time   
that avoids the loss of the Mortgaged Property due to a tax sale or the         
foreclosure as a result of a tax lien. Each Servicer assumes full responsibility
for the payment of all such bills within such time and shall effect payments of 
all such bills irrespective of the Mortgagor's faithful performance in the      
payment of same or the making of the Escrow Payments and shall make advances    
from its own funds to effect such payments; provided, however, that such        
advances are deemed to be Servicing Advances.                                   

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

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

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

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

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

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

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

 (vii) all Prepayment Premiums collected by such Servicer.

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

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

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

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

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

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

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

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

            (vi) to reimburse such Servicer for (A) any P&I Advance or Servicing
Advance previously made which such Servicer has determined to be a  
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in   
accordance with the provisions of Section 4.01 and (B) any unpaid   
   Servicing Fees to the extent not recoverable from Liquidation Proceeds,
    Insurance Proceeds or other amounts received with respect to the related
Mortgage Loan under Section 3.11(a)(iii);                           

    (vii) to pay to such Servicer any unpaid Servicing Fees upon
termination of the obligations of such Servicer;                    

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

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

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

        (xi) to withdraw any amounts deposited in the related Collection
   Account in error or for which amounts previously deposited are returned
     due to a "not sufficient funds" or other denial of payment by the related
Mortgagor's banking institution;                                    

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

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

(xiv) to recover any amounts deposited in error; and    

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

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

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

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

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

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

     (b) All income and gain realized from the investment of funds
deposited in the related Collection Account and Escrow Account held by or on    
behalf of the related Servicer, shall be for the benefit of such Servicer and   
shall be subject to its withdrawal in the manner set forth in Section 3.11. Any 
other benefit derived from the related Collection Account and Escrow Account    
associated with the receipt, disbursement and accumulation of principal,        
interest, taxes, hazard insurance, mortgage blanket insurance, and like sources,
shall accrue to the benefit of the related Servicer, except that no Servicer    
shall realize any economic benefit from any forced charging of services except  
as permitted by applicable law. Such Servicer shall deposit in the related      
Collection Account and Escrow Account the amount of any loss of principal       
incurred in respect of any such Permitted Investment made with funds in such    
accounts immediately upon realization of such loss.                             

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

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

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

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

          Section 3.13 Maintenance of Hazard Insurance, Errors and Omissions
and Fidelity Coverage. (a) Each Servicer shall cause to be maintained for each  
First Lien Mortgage Loan serviced by such Servicer fire insurance with extended 
coverage on the related Mortgaged Property in an amount which is at least equal 
to the least of (i) the outstanding principal balance of such Mortgage Loan,    
(ii) the amount necessary to fully compensate for any damage or loss to the     
improvements that are a part of such property on a replacement cost basis, (iii)
the maximum insurable value of the improvements which are a part of such        
Mortgaged Property, and (iv) the amount determined by applicable federal or     
state law, in each case in an amount not less than such amount as is necessary  
to avoid the application of any coinsurance clause contained in the related     
hazard insurance policy. Each Servicer shall also cause to be maintained fire   
insurance with extended coverage on each REO Property serviced by such Servicer 
in an amount which is at least equal to the lesser of (i) the maximum insurable 
value of the improvements which are a part of such property and (ii) the        
outstanding principal balance of the related Mortgage Loan at the time it became
an REO Property, plus accrued interest at the Mortgage Interest Rate and related
Servicing Advances. Each Servicer will comply in the performance of this        
Agreement with all reasonable rules and requirements of each insurer under any  
such hazard policies. Any amounts to be collected by any Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the  
property subject to the related Mortgage or amounts to be released to the       
Mortgagor in accordance with the procedures that such Servicer would follow in  
servicing loans held for its own account, subject to the terms and conditions of
the related Mortgage and Mortgage Note) shall be deposited in the related       
Collection Account, subject to withdrawal pursuant to Section 3.11. If the      
Mortgagor fails to provide Mortgage Loan hazard insurance coverage after thirty 
(30) days of such Servicer's written notification, the applicable Servicer shall
put in place such hazard insurance coverage on the Mortgagor's behalf. Any      
out-of-pocket expense or advance made by a Servicer on such force placed hazard 
insurance coverage shall be deemed a Servicing Advance. Any cost incurred by any
Servicer in maintaining any such insurance shall not, for the purpose of        
calculating distributions to the Trustee, be added to the unpaid principal      
balance of the related Mortgage Loan, notwithstanding that the terms of such    
Mortgage Loan so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor other than pursuant to  
such applicable laws and regulations as shall at any time be in force and as    
shall require such additional insurance. If the Mortgaged Property for a First  
Lien Mortgage Loan or REO Property is at any time in an area identified in the  
Federal Register by the Federal Emergency Management Agency as having special   
flood hazards and flood insurance has been made available, the applicable       
Servicer will cause to be maintained a flood insurance policy in respect        
thereof. Such flood insurance shall be in an amount equal to the lesser of (i)  
the minimum amount required, under the terms of coverage, to compensate for any 
damage or loss on a replacement cost basis (or the unpaid principal balance of  
the related Mortgage Loan if replacement cost coverage is not available for the 
type of building insured) and (ii) the maximum amount of insurance which is     
available under the Flood Disaster Protection Act of 1973, as amended. If at any
time during the term of the Mortgage Loan, any Servicer determines in accordance
with applicable law and pursuant to the Federal Emergency Management Agency     
Guides that a Mortgaged Property for a First Lien Mortgage Loan is located in a 
special flood hazard area and is not covered by flood insurance or is covered in
an amount less than the amount required by the Flood Disaster Protection Act of 
1973, as amended, the applicable Servicer shall notify the related Mortgagor to 
obtain such flood insurance coverage, and if said Mortgagor fails to obtain the 
required flood insurance coverage within forty-five (45) days after such        
notification, the applicable Servicer shall immediately force place the required
flood insurance on the Mortgagor's behalf. Any out-of-pocket expense or advance 
made by the applicable Servicer on such force placed flood insurance coverage   
shall be deemed a Servicing Advance.                                            

          In the event that any Servicer shall obtain and maintain a blanket
policy with an insurer either (i) acceptable to Fannie Mae or Freddie Mac, or   
(ii) having a General Policy Rating of A:12 or better in Best's (or such other  
rating that is comparable to such rating) insuring against hazard losses on all 
of the Mortgage Loans, it shall conclusively be deemed to have satisfied its    
obligations as set forth in the first two sentences of this Section 3.13, it    
being understood and agreed that such policy may contain a deductible clause, in
which case such Servicer shall, in the event that there shall not have been     
maintained on the related Mortgaged Property or REO Property a policy complying 
with the first two sentences of this Section 3.13, and there shall have been one
or more losses which would have been covered by such policy, deposit to the     
related Collection Account from its own funds the amount not otherwise payable  
under the blanket policy because of such deductible clause. In connection with  
its activities as administrator and servicer of the Mortgage Loans, each        
Servicer agrees to prepare and present, on behalf of itself, the Trustee claims 
under any such blanket policy in a timely fashion in accordance with the terms  
of such policy.                                                                 

     (b) Each Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for   
failure in the performance of such Servicer's obligations under this Agreement, 
which policy or policies shall be in such form and amount that would meet the   
requirements of Fannie Mae or Freddie Mac if it were the purchaser of the       
Mortgage Loans, unless such Servicer has obtained a waiver of such requirements 
from Fannie Mae or Freddie Mac. Each Servicer shall also maintain a fidelity    
bond in the form and amount that would meet the requirements of Fannie Mae or   
Freddie Mac, unless such Servicer has obtained a waiver of such requirements    
from Fannie Mae or Freddie Mac. Each Servicer shall provide the Trustee upon    
request with copies (or with respect to Wilshire, certificates) of any such     
insurance policies and fidelity bond. Each Servicer shall be deemed to have     
complied with this provision if an Affiliate of the applicable Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such       
insurance policy or fidelity bond, the coverage afforded thereunder extends to  
such Servicer. Any such errors and omissions policy and fidelity bond shall by  
its terms not be cancelable without thirty days' prior written notice to the    
Trustee. Each Servicer shall also cause each Subservicer to maintain a policy of
insurance covering errors and omissions and a fidelity bond which would meet    
such requirements.                                                              

            (c) With respect to each Second Lien Loan, Wilshire shall obtain and
maintain the blanket hazard insurance policy described in this Section 3.13.    

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

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

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

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

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

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

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

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

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

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

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

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

            (c) Each Servicer shall use Accepted Servicing Practices, to dispose
of the REO Property as soon as possible and shall sell such REO Property in any 
event within three years after title has been taken to such REO Property, unless
such Servicer determines, and gives an appropriate notice to the Trustee to such
effect, that a longer period is necessary for the orderly liquidation of such   
REO Property, so long as such extended period is within the time period         
specified in Section 3.17(h). Subject to Section 3.17(h), if a period longer    
than three years is permitted under the foregoing sentence and is necessary to  
sell any REO Property, the applicable Servicer shall report monthly to the      
Trustee as to the progress being made in selling such REO Property. The Trustee 
has no obligation with respect to REO Dispositions.                             

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

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

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

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

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

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

    Section 3.19 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The applicable Servicer shall provide, or cause   
the applicable Subservicer to provide, to the Depositor, the Trustee, the OTS or
the FDIC and the examiners and supervisory agents thereof, access to the        
documentation regarding the Mortgage Loans in its possession required by        
applicable regulations of the OTS. With respect to each Servicer, such access   
shall be afforded without charge, but only upon 15 days' (or, if an Event of    
Default has occurred and is continuing, 3 Business Days') prior written request 
and during normal business hours at the offices of each Servicer. Nothing in    
this Section shall derogate from the obligation of any such party to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors   
and the failure of any such party to provide access as provided in this Section 
as a result of such obligation shall not constitute a breach of this Section.   

         Nothing in this Section 3.19 shall require a Servicer to collect,
create, collate or otherwise generate any information that it does not generate 
in its usual course of business. The Servicers shall not be required to make    
copies of or to ship documents to any Person who is not a party to this         
Agreement, and then only if provisions have been made for the reimbursement of  
the costs thereof.                                                              

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

            Wilshire may from time to time provide the Depositor, and any Person
designated by the Depositor, with certain reports and reasonable access to      
information and documentation regarding the Mortgage Loans.                     

        Section 3.21 Servicing Compensation. (a) As compensation for its
activities hereunder, each Servicer shall, with respect to each Mortgage Loan,  
be entitled to retain from deposits to its Collection Account and from          
Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to  
such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less  
any portion of such amounts retained by any Subservicer). In addition, each     
Servicer shall be entitled to recover unpaid Servicing Fees out of related Late 
Collections and as otherwise permitted in Section 3.11. The right to receive the
Servicing Fee may not be transferred in whole or in part except as provided in  
Section 10.07 or in connection with the transfer of all of the applicable       
Servicer's responsibilities and obligations under this Agreement; provided,     
however, that each Servicer may pay from the Servicing Fee any amounts due to a 
Subservicer pursuant to a Subservicing Agreement entered into under Section     
3.02.                                                                           

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

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

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

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

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

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

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

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

            Section 3.25 Compensating Interest. Each Servicer shall remit to the
Trustee on each Remittance Date an amount from its own funds equal to           
Compensating Interest payable by such Servicer for such Remittance Date;        
provided, however, the Servicers are not required to pay Compensating Interest  
on any Fremont Mortgage Loan or Acoustic Mortgage Loan subject to an Interim    
Servicing Agreement for the period prior to the applicable Servicing Transfer   
Date.                                                                           

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

           (b) Each party shall comply with all provisions of the Privacy Laws
relating to the Mortgage Loans, the related borrowers and any "nonpublic        
personal information" (as defined in the Privacy Laws) received by 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 each Servicer, providing all 
privacy notices required by the Privacy Laws.                                   

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

          On each Distribution Date on which there exists a Basis Risk Carry
Forward Amount on any Class of LIBOR Certificates, the Trustee shall (1)        
withdraw from the Distribution Account and deposit in the Excess Reserve Fund   
Account, as set forth in Section 4.02(a)(iii)(H), the lesser of the Class X     
Distributable Amount (to the extent remaining after the distributions specified 
in Sections 4.02(a)(iii)(A)-(G) and without regard to the reduction in clause   
(iii) of the definition thereof) and the aggregate Basis Risk Carry Forward     
Amount and (2) withdraw from the Excess Reserve Fund Account amounts necessary  
to pay to such Class or Classes of LIBOR Certificates the applicable Basis Risk 
Carry Forward Amounts. Such payments, along with payments from the Supplemental 
Interest Trust, shall be allocated to those Classes based upon the amount of    
Basis Risk Carry Forward Amount owed to each such Class and shall be paid in the
priority set forth in Section 4.02(a)(iii)(I). 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 Upper-Tier Carry Forward Amounts from the Supplemental Interest     
Trust) as rights in a separate limited recourse interest rate cap contract      
written by the Class X Certificateholders in favor of Holders of each such      
Class.                                                                          

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

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

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

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

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

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

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

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

        Section 3.28 Optional Purchase of Delinquent Mortgage Loans. The
Depositor, in its sole discretion, shall have the option, but shall not be      
obligated, to purchase any 90+ 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 applicable Servicer. Upon    
receipt of such purchase price, the applicable Servicer shall provide to the    
Trustee a Request for Release and the Trustee shall promptly release to the     
Depositor, the Mortgage File relating to the Mortgage Loan being repurchased.   

       Section 3.29 Transfer of Servicing for Certain Fremont Mortgage
Loans and Certain Acoustic Mortgage Loans. Prior to the Servicing Transfer Date,
the Depositor shall use reasonable efforts to cause Fremont and Acoustic to     
comply with each of the servicing transfer requirements set forth in the        
applicable Interim Servicing Agreement and in accordance with customary industry
procedures.                                                                     

ARTICLE IV

DISTRIBUTIONS AND 
ADVANCES BY THE SERVICERS 

           Section 4.01 Advances. (a) The amount of P&I Advances to be made by
each Servicer for any Remittance Date shall equal, subject to Section 4.01(c),  
the sum of (i) the aggregate amount of Scheduled Payments (with each interest   
portion thereof net of the related Servicing Fee), due during the Due Period    
immediately preceding such Remittance Date in respect of the Mortgage Loans     
serviced by such Servicer, which Scheduled Payments were not received as of the 
close of business on the related Determination Date, plus (ii) with respect to  
each REO Property, which REO Property was acquired during or prior to the       
related Prepayment Period and as to which such REO Property an REO Disposition  
did not occur during the related Prepayment Period, an amount equal to the      
excess, if any, of the Scheduled Payments (with REO Imputed Interest) that would
have been due on the related Due Date in respect of the related Mortgage Loan,  
over the net income from such REO Property transferred to the related Collection
Account for distribution on such Remittance Date.                               

 (b) On each Remittance Date, each Servicer shall remit in
immediately available funds to the Trustee an amount equal to the aggregate     
amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and 
REO Properties serviced by such Servicer for the related Remittance Date either 
(i) from its own funds or (ii) from the related Collection Account, to the      
extent of funds held therein for future distribution (in which case, it will    
cause to be made an appropriate entry in the records of the related Collection  
Account that Amounts Held for Future Distribution have been, as permitted by    
this Section 4.01, used by such Servicer in discharge of any such P&I Advance)  
or (iii) in the form of any combination of (i) and (ii) aggregating the total   
amount of P&I Advances to be made by such Servicer with respect to the Mortgage 
Loans and REO Properties. Any Amounts Held for Future Distribution and so used  
shall be appropriately reflected in such Servicer's records and replaced by such
Servicer by deposit in the related Collection Account on or before any future   
Remittance Date to the extent required.                                         

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

           (d) Notwithstanding anything herein to the contrary, no P&I Advance
or Servicing Advance shall be required to be made hereunder by either Servicer  
if such P&I Advance or Servicing Advance would, if made, constitute a           
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The             
determination by either Servicer that it has made a Nonrecoverable P&I Advance  
or a Nonrecoverable Servicing Advance or that any proposed P&I Advance or       
Servicing Advance, if made, would constitute a Nonrecoverable P&I Advance or a  
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an        
Officer's Certificate of such Servicer delivered to the Trustee. In addition no 
Servicer shall be required to advance any Relief Act Interest Shortfalls.       

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

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

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

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

                  (B) concurrently, (1) from the Interest Remittance
                 Amount related to the Group I Mortgage Loans, pro rata (based
                on the Accrued Certificate Interest Distribution Amounts and
               Unpaid Interest Amounts distributable to the Class A-1A and
             Class A-1B Certificates) to the Class A-1A and Class A-1B
          Certificates, the related Accrued Certificate Interest
                  Distribution Amounts and Unpaid Interest Amounts for the Class
           A-1A and Class A-1B 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 and Class A-2C Certificates) to the Class
             A-2A, Class A-2B and Class A-2C Certificates, the related
                Accrued Certificate Interest Distribution Amounts and Unpaid
                  Interest Amounts for the Class A-2A, Class A-2B and Class A-2C
               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 B-1 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class;         

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

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

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

(a) sequentially:                           

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

                       (y) to the Class A Certificates, allocated as described
                in Section 4.02(c), until their respective Class Certificate
Balances are reduced to zero;               

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

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

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

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

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

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

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

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

         (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 B-1
    Certificates in clause (ii)(B)(f) above and to the Class B-2
      Certificates in clause (ii)(B)(g) 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;

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

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

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

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

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

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

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

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

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

                (I) from funds on deposit in the Excess Reserve Fund Account
            with respect to such Distribution Date, an amount equal to any Basis
            Risk Carry Forward Amount with respect to the LIBOR Certificates for
    such Distribution Date to such Classes in the same order and
           priority as set forth in Section 4.02(a)(i), with the allocation to
         the Class A Certificates being pro rata based on their respective
Basis Risk Carry Forward Amounts;                       

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

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

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

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

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

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

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

          Any principal distributions allocated to the Class A-1 Certificate
Group shall be distributed pro rata between the Class A-1A Certificates and the 
Class A-1B Certificates, based on their respective Class Certificate Balances,  
until their Class Certificate Balances have been reduced to zero. However, so   
long as a Group I Sequential Trigger Event is in effect, principal distributions
to the Class A-1 Certificate Group shall be allocated first to the Class A-1A   
Certificates, until their Class Certificate Balance has been reduced to zero,   
and then to the Class A-1B Certificates, until their Class Certificate Balance  
has been reduced to zero.                                                       

          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 and then to the Class A-2C 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-1 Certificate 
Group and the Class A-2 Certificate Group, based on their respective Certificate
Principal Balances, except that so long as a Group I Sequential Trigger Event is
in effect, principal distributions allocated to the Class A-1 Certificate Group 
will be allocated sequentially, first, to the Class A-1A Certificates, until    
their Class Certificate Balance has been reduced to zero, and, second, to the   
Class A-1B Certificates, until their Class Certificate Balance has been reduced 
to zero.                                                                        

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xvii) the Overcollateralized Amount and Specified      
Overcollateralized Amount;                                          

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

(xix) the Cumulative Realized Loss Percentage;          

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

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

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

(xxiii) the calculations of LIBOR and Swap LIBOR.       

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

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

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

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

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

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

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

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

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

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

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

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

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

          (e) On the 5th Business Day of each month (the "Data File Delivery
Date"), Countrywide shall deliver to the Trustee and (subject to the terms of   
that certain confidentiality agreement, dated as of the Closing Date, among the 
Depositor, the Purchaser and Countrywide) to the Depositor a Market Value Change
Report and a data file incorporating the fields set forth in the data file      
layout set forth in Exhibit M hereto (the "Data File").                         

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

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

     Section 4.05 Allocation of Applied Realized Loss Amounts. Any
Applied Realized Loss Amounts shall be allocated by the Trustee to the most     
junior Class of Subordinated Certificates then outstanding in reduction of the  
Class Certificate Balance thereof. In the event Applied Realized Loss Amounts   
are allocated to any Class of LIBOR Certificates, their Class Principal Balances
shall be reduced by the amount so allocated, and no funds will be distributable 
with respect to the written down amounts (including without limitation Basis    
Risk Carry Forward Amounts) or with respect to interest on the written down     
amounts on that Distribution Date or any future Distribution Dates, even if     
funds are otherwise available for distribution. Notwithstanding the foregoing,  
the Class Certificate Balance of each Class of Subordinated Certificates that   
has been previously reduced by Applied Realized Loss Amounts will be increased, 
in order of seniority, by the amount of the Subsequent Recoveries (but not in   
excess of the Applied Realized Loss Amount allocated to the applicable Class of 
Subordinated Certificates).                                                     

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

     On any Distribution Date, Swap Termination Payments, Net Swap
Payments owed to the Swap Provider and Net Swap Receipts for that Distribution  
Date will be deposited into the Supplemental Interest Trust. Funds in the       
Supplemental Interest Trust will be distributed in the following order of       
priority:                                                                       

     On any Distribution Date, Swap Termination Payments, Net Swap
Payments owed to the Swap Provider and Net Swap Receipts for that Distribution  
Date will be deposited into the Supplemental Interest Trust. Funds in the       
Supplemental Interest Trust will be distributed in the following order of       
priority:                                                                       

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

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

            (iii) to the LIBOR Certificateholders, to pay principal as described
    in Section 4.02(a)(ii), but only to the extent necessary to maintain the
 Overcollateralized Amount at the Specified Overcollateralized Amount,
  after giving effect to payments and distributions from other Available
Funds;                                                              

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

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

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

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

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

          Any Basis Risk Carry Forward Amounts 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 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 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.                              

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 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 Depositor hereby directs the   
Trustee to transfer the Class X and Class P Certificates in the name of the NIM 
Trustee, or such other name or names as the Depositor shall request, and to     
deliver the Class X and Class P Certificates to Deutsche Bank National Trust    
Company, as NIM Trustee, or to such other Person or Persons as the Depositor    
shall request.                                                                  

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

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

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

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

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

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

          (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the      
Securities Act and any applicable state securities laws or is exempt from the   
registration requirements under said Act and such state securities laws. Except 
with respect to (i) the transfer of the Class X, Class P or Class R             
Certificates, to the Depositor or an Affiliate of the Depositor, (ii) the       
transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM    
Trustee, or (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, 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 H (the "Transferor Certificate") and either (i) there 
shall be delivered to the Trustee a letter in substantially the form of Exhibit 
I (the "Rule 144A Letter") or Exhibit J (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. 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   
each Servicer shall cooperate with the Depositor in providing the Rule 144A     
information referenced in the preceding sentence, including providing to the    
Depositor such information regarding the Certificates, the Mortgage Loans and   
other matters regarding the Trust Fund as the Depositor shall reasonably request
to meet its obligation under the preceding sentence. Each Holder of a Private   
Certificate desiring to effect such transfer shall, and does hereby agree to,   
indemnify the Trustee and the Depositor and the Servicers against any liability 
that may result if the transfer is not so exempt or is not made in accordance   
with such federal and state laws.                                               

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

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

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

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

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

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

   (ii) 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 G;                

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

    Section 5.05 Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders (a) request such information in  
writing from the Trustee, (b) state that such Certificateholders desire to      
communicate with other Certificateholders with respect to their rights under    
this Agreement or under the Certificates, and (c) provide a copy of the         
communication which such Certificateholders propose to transmit, or if the      
Depositor or a 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 New York City where Certificates may be surrendered for          
registration of transfer or exchange. The Trustee initially designates the      
offices of its agent for such purposes, located at DTC Transfer Agent Services, 
55 Water Street, Jeanette Park Entrance, New York, New York 10041. The Trustee  
will give prompt written notice to the Certificateholders of any change in such 
location of any such office or agency.                                          

ARTICLE VI

THE DEPOSITOR AND THE SERVICERS 

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

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

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

            Section 6.03 Limitation on Liability of the Depositor, the Servicers
and Others. Neither the Depositor, the Servicers nor any of their respective    
directors, officers, employees or agents shall be under any liability to the    
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;     
provided, however, that this provision shall not protect the Depositor, the     
Servicers or any such Person against any breach of representations or warranties
made by it herein or protect the Depositor, the Servicers 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, each Servicer and any director,
officer, employee or agent of the Depositor and each Servicer may rely in good  
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, each        
Servicer and any director, officer, employee, Affiliate or agent of the         
Depositor and each Servicer shall be indemnified by the Trust Fund and held     
harmless against any loss, liability or expense incurred in connection with any 
audit, controversy or judicial proceeding relating to a governmental taxing     
authority or any legal action relating to this Agreement or the Certificates or 
any other unanticipated or extraordinary expense, other than any loss, liability
or expense incurred by reason of willful misfeasance, bad faith or negligence   
(or gross negligence in the case of the Depositor) in the performance of duties 
hereunder or by reason of reckless disregard of obligations and duties          
hereunder. Neither the Depositor nor any Servicer shall be under any obligation 
to appear in, prosecute or defend any legal action that is not incidental to its
respective duties hereunder and which in its opinion may involve it in any      
expense or liability; provided, however, that each of the Depositor and each    
Servicer may in its discretion undertake any such action (or direct the Trustee 
to undertake such actions pursuant to Section 2.08 for the benefit of the       
Certificateholders) that it may deem necessary or desirable in respect of this  
Agreement and the rights and duties of the parties hereto and interests of the  
Trustee and the Certificateholders hereunder. In such event, the legal expenses 
and costs of such action and any liability resulting therefrom shall be         
expenses, costs and liabilities of the Trust Fund, and the Depositor, and the   
applicable Servicer shall be entitled to be reimbursed therefor out of the      
related Collection Account.                                                     

         Section 6.04 Limitation on Resignation of a Servicer. (a) None of
the Servicers shall assign this Agreement or resign from the obligations and    
duties hereby imposed on it except (i) by mutual consent of such Servicer, the  
Depositor and the Trustee or (ii) upon the determination that its duties        
hereunder are no longer permissible under applicable law and such incapacity    
cannot be cured by such Servicer. Any such determination permitting the         
resignation of a Servicer under clause (ii) above shall be evidenced by an      
Opinion of Counsel to such effect delivered to the Depositor and the Trustee    
which Opinion of Counsel shall be in form and substance acceptable to the       
Depositor and the Trustee. No such resignation shall become effective until a   
successor shall have assumed such Servicer's responsibilities and obligations   
hereunder.                                                                      

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

 ARTICLE VII

 DEFAULT

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

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

            (b) the failure on the part of a Servicer duly to observe or perform
in any material respect any other of the covenants or agreements on the part of 
such Servicer set forth in this Agreement, which continues unremedied for a     
period of thirty days (except that such number of days shall be ten days in the 
case of a failure to observe or perform any of the obligations set forth in     
Sections 3.22, 3.23 or 8.12) after the earlier of (i) the date on which written 
notice of such failure, requiring the same to be remedied, shall have been given
to such Servicer by the Depositor or by the Trustee, or to the Servicers, the   
Depositor and the Trustee by Certificateholders of Certificates entitled to at  
least 25% of the Voting Rights and (ii) actual knowledge of such failure by a   
Servicing Officer of the applicable Servicer; provided, however, that in the    
case of a failure or breach that cannot be cured within 30 days after notice or 
actual knowledge by such Servicer, the cure period may be extended for an       
additional 30 days upon delivery by such Servicer to the Trustee of a           
certificate to the effect that such Servicer believes in good faith that the    
failure or breach can be cured within such additional time period and such      
Servicer is diligently pursuing remedial action; or                             

            (c) (1) with respect to Countrywide only, the failure by Countrywide
in any month, (i) to deliver to the Trustee and the Depositor the Data File and 
the Market Value Change Report on the Data File Delivery Date or (ii) to deliver
the Servicer Remittance Report to the Trustee, and in each case such failure    
continues uncured for more than 30 days after written notice of such failure, or
(2) with respect to JPMorgan and Wilshire only, the failure by JPMorgan or      
Wilshire, as applicable, in any month to deliver the Servicer Remittance Report 
to the Trustee, and such failure continues uncured for more than 30 days after  
the date upon which written notice of such failure, requiring the same to be    
remedied, shall have been given to JPMorgan or Wilshire, as applicable, by the  
Depositor, or by the Trustee, or to JPMorgan or Wilshire, as applicable, the    
Depositor and the Trustee by Certificateholders entitled to at least 25% of the 
Voting Rights; or                                                               

           (d) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or         
liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of  
assets and liabilities or similar proceedings, or for the winding-up or         
liquidation of its affairs, shall have been entered against a Servicer and such 
decree or order shall have remained in force undischarged or unstayed for a     
period of sixty days; or                                                        

           (e) a Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, bankruptcy, readjustment of debt,     
marshalling of assets and liabilities or similar proceedings of or relating to  
such Servicer or of or relating to all or substantially all of its property; or 

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

(g) [reserved]; or                                      

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

(i) [reserved]; or                                      

     (j) a breach of any representation and warranty of a Servicer
referred to in Section 2.03(a), which materially and adversely affects the      
interests of the Certificateholders and which continues unremedied for a period 
of thirty days after the date upon which written notice of such breach is given 
to such Servicer by the Trustee or by the Depositor, or to the Servicers, the   
Trustee and the Depositor by Certificateholders entitled to at least 25% of the 
Voting Rights in the Certificates; or                                           

    (k) with respect each Servicer, any reduction, withdrawal or
qualification of the servicer rating of the applicable Servicer by any rating   
agency which results in the inability of the applicable Servicer to act as a    
primary or special servicer for any mortgage-backed or asset-backed transaction 
rated or to be rated by any rating agency.                                      

           If an Event of Default described in clauses (a) through (k) of this
Section 7.01 shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, the Trustee may, or at the       
direction of Certificateholders entitled to a majority of the Voting Rights the 
Trustee shall, by notice in writing to the applicable Servicer (with a copy to  
each Rating Agency), terminate all of the rights and obligations of such        
Servicer under this Agreement and in and to the Mortgage Loans serviced by such 
Servicer and the proceeds thereof, other than its rights as a Certificateholder 
hereunder; provided, however, that the Trustee shall not be required to give    
written notice to such Servicer of the occurrence of an Event of Default        
described in clauses (b) through (h), (j) and (k) of this Section 7.01 unless   
and until a Responsible Officer of the Trustee has actual knowledge of the      
occurrence of such an Event of Default. In the event that a Responsible Officer 
of the Trustee has actual knowledge of the occurrence of an Event of Default    
described in clause (a) of this Section 7.01, the Trustee shall give written    
notice to the applicable Servicer of the occurrence of such an event within one 
Business Day of the first day on which such Responsible Officer obtains actual  
knowledge of such occurrence; provided that failure to give such notice shall   
not constitute a waiver of such Event of Default. The Trustee, upon a           
Responsible Officer having actual knowledge of such default, shall deliver a    
written notice to the applicable Servicer of the default on any Remittance Date 
on which a Servicer fails to make any deposit or payment required pursuant to   
this Agreement (including, but not limited to Advances, to the extent required  
by this Agreement); provided, however, that if an Event of Default occurs due to
the failure of a Servicer to make an Advance to the extent required, the        
Trustee, as successor Servicer, or another successor Servicer shall, prior to   
the next Distribution Date, immediately make such Advance. Any such notice to a 
Servicer shall also be given to each Rating Agency and the Depositor.           
Notwithstanding any other provision of this Agreement, any remedy with respect  
to clauses (a) or (h) of this Section 7.01 shall be effective only if taken no  
later than 8:00 AM Eastern time on the Business Day immediately following (i)   
with respect to clause (a) of this Section 7.01, the date of written notice to  
the applicable Servicer, or (ii) with respect to clause (h) of this Section     
7.01, the related Remittance Date. On and after the receipt by such Servicer of 
such written notice, all authority and power of such Servicer hereunder, 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. Unless expressly        
provided in such written notice, no such termination shall affect any obligation
of such Servicer to pay amounts owed pursuant to Article VIII. Such Servicer    
agrees to cooperate with the Trustee in effecting the termination of such       
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee of all cash amounts which shall at the time be      
credited to the related Collection Account of such predecessor Servicer, or     
thereafter be received with respect to the Mortgage Loans.                      

       Notwithstanding any termination of the activities of a Servicer
hereunder, such Servicer shall be entitled to receive from the Trust Fund, prior
to transfer of its servicing obligations hereunder, payment of all accrued and  
unpaid portion of the Servicing Fees to which such Servicer would have been     
entitled and to continue to receive reimbursement for all outstanding P&I       
Advances and Servicing Advances, including Servicing Advances incurred prior to 
but not invoiced until after the date of termination, in accordance with the    
terms of this Agreement. In addition, each Servicer shall continue to be        
entitled to the benefits of Section 6.03, notwithstanding any termination       
hereunder, with respect to events occurring prior to such termination.          

           Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Trustee gives, and a Servicer receives a notice of termination     
pursuant to Section 7.01, the Trustee shall, subject to and to the extent       
provided in Sections 3.06 and 7.03, and subject to the rights of the Trustee to 
appoint a successor Servicer, be the successor to such Servicer in its capacity 
as servicer under this Agreement and the transactions set forth or provided for 
herein and shall immediately assume all of the obligations of such Servicer to  
make P&I Advances and Servicing Advances as successor Servicer and shall assume 
and be subject to all the other responsibilities, duties and liabilities        
relating thereto placed on such Servicer by the terms and provisions hereof and 
applicable law as soon as practicable but in no event later than 90 days after  
the receipt by such Servicer of the notice of termination pursuant to Section   
7.01. As compensation therefor, the Trustee shall be entitled to all funds      
relating to the Mortgage Loans that such Servicer would have been entitled to   
charge to its Collection Account if such Servicer had continued to act hereunder
including, if such Servicer was receiving the Servicing Fee, the Servicing Fee  
and the income on investments or gain related to its Collection Account (in     
addition to income on investments or gain related to the Distribution Account   
for the benefit of the Trustee as provided herein). Notwithstanding the         
foregoing, if the Trustee has become the successor to a Servicer in accordance  
with this Section 7.02, the Trustee may, if it shall be unwilling to so act, or 
shall, if it is prohibited by applicable law from making P&I Advances and       
Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so  
act, or, at the written request of Certificateholders entitled to a majority of 
the Voting Rights, appoint, or petition a court of competent jurisdiction to    
appoint, any established mortgage loan servicing institution the appointment of 
which does not adversely affect the then current rating of the Certificates by  
each Rating Agency, as the successor to such Servicer hereunder in the          
assumption of all or any part of the responsibilities, duties or liabilities of 
such Servicer hereunder. 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 under Section 6.03 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, subject 
to Section 3.05, act in such capacity as hereinabove provided. In connection    
with such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it, the 
Depositor and such successor shall agree; provided, however, that no such       
compensation shall be in excess of the Servicing Fee and amounts paid to the    
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.                                        

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

        Any successor to a 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 each Servicer is required to maintain pursuant
to Section 3.13.                                                                

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

     Section 7.03 Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to 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.                          

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

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

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

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

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

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

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

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

            (h) the Trustee shall not be deemed to have knowledge of an Event of
Default until a Responsible Officer of the Trustee shall have received written  
notice thereof except as otherwise provided in Section 7.01; 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 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall be taken as the     
statements of the Depositor and the Trustee assumes no responsibility for their 
correctness. The Trustee makes no representations as to the validity or         
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or 
related document other than with respect to the Trustee's execution and         
authentication of the Certificates. The Trustee shall not be accountable for the
use or application by the Depositor or the Servicers of any funds paid to the   
Depositor or the Servicers in respect of the Mortgage Loans or deposited in or  
withdrawn from the Collection Account by the Depositor or the Servicers.        

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

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

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

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

(a) this Agreement,                                     

(b) the Certificates, or                                

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

other than any loss, liability, or expense (i) resulting from any breach of a   
Servicer's obligations in connection with this Agreement for which a Servicer   
has performed its obligation to indemnify the Trustee pursuant to Section 6.05, 
(ii) resulting from any breach of the Responsible Party's obligations or the    
Purchaser's obligations in connection with this Agreement for which the         
Responsible Party or the Purchaser has performed its obligation to indemnify the
Trustee pursuant to Section 2.03(f) of this Agreement, or (iii) incurred because
of willful misfeasance, bad faith, or negligence in the performance of any of   
the Trustee's or the applicable Custodian's duties under this Agreement. This   
indemnity shall survive the termination of this Agreement or the resignation or 
removal of the Trustee under this Agreement. Without limiting the foregoing,    
except as otherwise agreed upon in writing by the Depositor and the Trustee, and
except for any expense, disbursement, or advance arising from the Trustee's     
negligence, bad faith, or willful misfeasance, the Trust Fund shall pay or      
reimburse the Trustee, for all reasonable expenses, disbursements, and advances 
incurred or made by the Trustee in accordance with this Agreement with respect  
to:                                                                             

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

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

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

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

            Section 8.07 Resignation and Removal of the Trustee. The Trustee may
at any time resign and be discharged from the trusts hereby created by giving   
written notice of resignation to the Depositor, the Servicers, and each Rating  
Agency not less than 60 days before the date specified in such notice, when,    
subject to Section 8.08, such resignation is to take effect, and acceptance by a
successor trustee in accordance with Section 8.08 meeting the qualifications set
forth in Section 8.06. If no successor trustee meeting such qualifications shall
have been so appointed and have accepted appointment within 30 days after the   
giving of such notice or resignation, the resigning Trustee may petition any    
court of competent jurisdiction for the appointment of a successor trustee.     

           If at any time the Trustee shall cease to be eligible in accordance
with Section 8.06 and shall fail to resign after written request thereto by the 
Depositor, or if at any time the Trustee shall become incapable of acting, or   
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of  
its property shall be appointed, or any public officer shall take charge or     
control of the Trustee or of its property or affairs for the purpose of         
rehabilitation, conservation or liquidation, or a tax is imposed with respect to
the Trust Fund by any state in which the Trustee or the Trust Fund is located   
and the imposition of such tax would be avoided by the appointment of a         
different trustee, then the Depositor or the Servicers 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 each Servicer and one   
copy to the successor trustee.                                                  

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

      Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 8.07 shall become effective upon     
acceptance of appointment by the successor trustee as provided in Section 8.08. 

          Section 8.08 Successor Trustee. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee and the Servicers 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        
Servicers and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and       
certainly vesting and confirming in the successor trustee all such rights,      
powers, duties, and obligations.                                                

         No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of its acceptance, the successor trustee is     
eligible under Section 8.06 and its appointment does not adversely affect the   
then current rating of the Certificates.                                        

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such    
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor     
trustee, the successor trustee shall cause such notice to be mailed at the      
expense of the Depositor.                                                       

            Section 8.09 Merger or Consolidation of the Trustee. Any corporation
into which the Trustee may be merged or converted or with which it may be       
consolidated or any corporation resulting from any merger, conversion or        
consolidation to which the Trustee shall be a party, or any corporation         
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder; provided, that such corporation shall be eligible under Section 8.06 
without the execution or filing of any paper or further act on the part of any  
of the parties hereto, anything herein to the contrary notwithstanding.         

   Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the    
purpose of meeting any legal requirements of any jurisdiction in which any part 
of the Trust Fund or property securing any Mortgage Note may at the time be     
located, the 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 8.10, such powers, duties, obligations, rights and trusts as the        
applicable Servicer and the Trustee may consider appropriate. If a 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 8.08.                                   

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

      (a) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or imposed   
upon the Trustee, except for the obligation of the Trustee under this Agreement 
to advance funds on behalf of a 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 a     
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 
Servicers and the Depositor.                                                    

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

     Section 8.11 Tax Matters. It is intended that the assets with
respect to which any REMIC election pertaining to the Trust Fund is to be made, 
as set forth in the Preliminary Statement, shall constitute, and that the       
conduct of matters relating to such assets shall be such as to qualify such     
assets as, a "real estate mortgage investment conduit" as defined in and in     
accordance with the REMIC Provisions. In furtherance of such intention, the     
Trustee covenants and agrees that it shall act as agent (and the Trustee is     
hereby appointed to act as agent) on behalf of each Trust REMIC described in the
Preliminary Statement and that in such capacity it shall:                       

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

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

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

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

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

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

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

           (h) pay, from the sources specified in the second to last paragraph
of this Section 8.11, the amount of any federal or state tax, including         
prohibited transaction taxes as described below, imposed on each Trust REMIC    
before its termination when and as the same shall be due and payable (but such  
obligation shall not prevent the Trustee or any other appropriate Person from   
contesting any such tax in appropriate proceedings and shall not prevent the    
Trustee from withholding payment of such tax, if permitted by law, pending the  
outcome of such proceedings);                                                   

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

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

      The Holder of the largest Percentage Interest of the Class R-2
Certificates shall act as Tax Matters Person for Pooling-Tier REMIC-1 and the   
holder of the largest Percentage Interest of the Class R-1 Certificates shall   
act as the Tax Matters Person for Pooling-Tier REMIC-2, the Lower-Tier REMIC and
the Upper-Tier REMIC, 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 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 Upper-Tier Carry Forward Amounts) and the rights of the LIBOR       
Certificateholders to receive Basis Risk Carry Forward Amounts and 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.                                          

       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 applicable Servicer, in
the case of any such minimum tax, and otherwise if such tax arises out of or    
results from a breach by such Servicer of any of its obligations under this     
Agreement, (iii) the Purchaser if such tax arises out of or results from the    
Purchaser's obligation to repurchase a Mortgage Loan pursuant to Section 2.03,  
or (iv) in all other cases, or if the Trustee, the applicable Servicer or the   
Purchaser fails to honor its obligations under the preceding clause (i), (ii),  
or (iii), any such tax will be paid with amounts otherwise to be distributed to 
the Certificateholders, as provided in Section 4.02(a).                         

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

        Section 8.12 Periodic Filings. (a) The Trustee and each Servicer
shall reasonably cooperate with the Depositor in connection with the Trust's    
satisfying the reporting requirements under the Exchange Act. The Trustee shall 
prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar     
securities as required by the Exchange Act and the Rules and Regulations of the 
Securities and Exchange Commission thereunder, and the Trustee shall sign and   
file (via the Securities and Exchange Commission's Electronic Data Gathering and
Retrieval System) such Forms on behalf of the Depositor, if an officer of the   
Depositor signs the Certification pursuant to paragraph (b) of this Section     
8.12, or otherwise on behalf of the Trust. In the event the Trustee is signing  
on behalf of the Depositor pursuant to the preceding sentence, the Depositor    
hereby grants to the Trustee a limited power of attorney to execute and file    
each such document on behalf of the Depositor. Such power of attorney shall     
continue until the earlier of either (i) receipt by the Trustee from the        
Depositor of written termination of such power of attorney and (ii) the         
termination of the Trust. Notwithstanding the foregoing, the Trustee shall      
prepare such Form 10-K to be signed by the Depositor and the Depositor shall    
sign such form unless the Securities and Exchange Commission has indicated that 
it will accept a Certification signed by the Depositor where the related Form   
10-K is signed by the Trustee on behalf of the Depositor.                       

            (b) The Depositor shall prepare or cause to be prepared and file the
current Report on Form 8-K attaching this Agreement as an exhibit and,          
thereafter, each Form 8-K shall be filed by the Trustee within 15 days after    
each Distribution Date, including a copy of the statement to the                
Certificateholders for such Distribution Date as an exhibit thereto. On or prior
to March 30th of each year (or such earlier date as may be required by the      
Exchange Act and the Rules and Regulations of the Securities and Exchange       
Commission), the Trustee shall file a Form 10-K, in substance as required by    
applicable law or applicable Securities and Exchange Commission staff's         
interpretations. Such Form 10-K shall include as exhibits each Servicer's annual
statement of compliance described under Section 3.22 and the accountant's report
described under Section 3.23, in each case to the extent they have been timely  
delivered to the Trustee (and upon which the Trustee may rely in delivering its 
certification hereunder). If they are not so timely delivered, the Trustee shall
file an amended Form 10-K including such documents as exhibits reasonably       
promptly after they are delivered to the Trustee. The Trustee shall have no     
liability with respect to any failure to properly prepare or file such periodic 
reports resulting from or relating to the Trustee's inability or failure to     
obtain any information not resulting from its own negligence, willful misconduct
or bad faith. The Form 10-K shall also include a certification in the form      
attached hereto as Exhibit N (the "Certification"), which shall, except as      
described below, be signed by the senior officer of the Depositor in charge of  
securitization. Notwithstanding the foregoing, if it is determined by the       
Depositor that the Certification may be executed by multiple persons, the       
Trustee shall sign the Certification in respect of items 1 through 3 thereof and
the each Servicer shall cause the senior officer in charge of servicing at such 
Servicer to sign the Certification in respect of items 4 and 5 thereof, solely  
and with respect to such Servicer and the Trustee may rely on the Certification 
signed by such Servicer to the same extent as provided in subsection (c) below. 

           (c) In the event the Certification is to be signed by an officer of
the Depositor, the Trustee shall sign a certification (in the form attached     
hereto as Exhibit O) for the benefit of the Depositor and its officers,         
directors and Affiliates in respect of items 1 through 3 of the Certification   
(provided, however, that the Trustee shall not undertake an analysis of the     
accountant's report attached as an exhibit to the Form 10-K), and each Servicer 
shall sign a certification solely with respect to such Servicer (in the form    
attached hereto as Exhibit P) for the benefit of the Depositor, the Trustee and 
their officers, directors and Affiliates in respect of items 4 and 5 of the     
Certification. Each such certification shall be delivered to the Depositor and  
the Trustee by March 20th of each year (or if not a Business Day, the           
immediately preceding Business Day). The Certification attached hereto as       
Exhibit N shall be delivered to the Trustee by March 25th for filing on or prior
to March 30th of each year (or if not a Business Day, the immediately preceding 
Business Day). In addition, (i) the Trustee shall indemnify and hold harmless   
the Depositor and its officers, directors and Affiliates from and against any   
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal  
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 8.12(c) or  
the Trustee's negligence, bad faith or willful misconduct in connection         
therewith, and (ii) each Servicer, severally and not jointly, shall indemnify   
and hold harmless the Depositor, the Trustee and their respective officers,     
directors, employees, agents and Affiliates from and against any losses,        
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and 
related costs, judgments and other costs and expenses arising out of or based   
upon a breach of such Servicer's obligations under this Section 8.12(c) or such 
Servicer's negligence, bad faith or willful misconduct in connection therewith. 
If the indemnification provided for herein is unavailable or insufficient to    
hold harmless the indemnified party, then (i) the Trustee agrees in connection  
with a breach of the Trustee's obligations under this Section 8.12(c) or the    
Trustee's negligence, bad faith or willful misconduct in connection therewith   
that it shall contribute to the amount paid or payable by the Depositor as a    
result of the losses, claims, damages or liabilities of the Depositor in such   
proportion as is appropriate to reflect the relative fault of the Depositor on  
the one hand and the Trustee on the other and (ii) each Servicer agrees that it 
shall contribute to the amount paid or payable by the Depositor and/or the      
Trustee as a result of the losses, claims, damages or liabilities of the        
Depositor and/or the Trustee in such proportion as is appropriate to reflect the
relative fault of the Depositor or the Trustee, as the case may be, on the one  
hand and such Servicer on the other in connection with a breach of the          
Servicers' obligations under this Section 8.12(c) or such Servicer's negligence,
bad faith or willful misconduct in connection therewith.                        

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

         (e) Prior to January 30 of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall file a Form 15 Suspension 
Notification with respect to the Trust.                                         

          Section 8.13 Tax Treatment of Upper-Tier Carry Forward Amounts and
Basis Risk Carry Forward Amounts. The Trustee shall treat the rights that each  
Class of LIBOR Certificates has to receive payments of Upper-Tier Carry Forward 
Amounts and, to the extent not paid from the Excess Reserve Fund Account, Basis 
Risk Carry Forward Amounts from the Supplemental Interest Trust (together with  
Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account) as rights
to receive payments under a limited recourse interest rate cap contract written 
by the Class X Certificateholders in favor of each such Class. Accordingly, each
Class of Certificates (excluding the Class X, Class P and Class R Certificates) 
will be comprised of two components - an Upper-Tier Regular Interest and an     
interest in an interest rate cap contract, and the Class X Certificate will be  
comprised of 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 right and the related Upper-Tier Regular         
Interest.                                                                       

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

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

         Section 8.14 Custodial Responsibilities. (a) Each Custodian shall
provide access to the Mortgage Loan Documents in possession of the applicable   
Custodian regarding the related Mortgage Loans and REO Property and the         
servicing thereof to the Trustee, the Certificateholders, the FDIC, and the     
supervisory agents and examiners of the FDIC, such access being afforded only   
upon reasonable prior written request and during normal business hours at the   
office of the applicable Custodian. Each Custodian shall allow representatives  
of the above entities to photocopy any of the records and documentation and     
shall provide equipment for that purpose at the expense of the person requesting
such access.                                                                    

           Upon receipt of a written Request for Release by Countrywide to the
applicable Custodian, the applicable Custodian shall release within five        
Business Days the related Mortgage File in accordance with Section 3.16.        

            (b) Each Custodian may resign from its obligations hereunder upon 60
days' prior written notice to the Trustee, the Depositor and Countrywide. Such  
resignation shall take effect upon (i) the appointment of a successor Custodian 
reasonably acceptable to the Depositor within such 60 day period; and (ii)      
delivery of all Mortgage Loan Files to the successor Custodian. The Trustee     
shall have the right, but not the obligation, to become the successor Trustee.  
If no successor Custodian is appointed within 60 days after written notice of   
the applicable Custodian's resignation is received by the Trustee, the          
applicable Custodian may petition a court of competent jurisdiction to appoint a
successor Custodian.                                                            

         Upon such resignation and appointment of successor Custodian, the
applicable Custodian shall, at the applicable Custodian's expense, promptly     
transfer to the successor Custodian, as directed in writing by the Trustee, all 
applicable Mortgage Files being administered under this Agreement.              
Notwithstanding the foregoing, the Trust Fund, not the applicable Custodian,    
shall bear the costs relating to the transfer of Mortgage Files if the          
applicable Custodian shall resign due to the failure of the applicable Custodian
to be paid all fees due to such Custodian hereunder.                            

Section 8.15 Limitations on Custodial Responsibilities. 

           (a) Each Custodian shall be under no duty or obligation to inspect,
review or examine the Mortgage Files to determine that the contents thereof are 
appropriate for the represented purpose or that they have been actually recorded
or that they are other than what they purport to be on their face.              

           (b) Each Custodian shall not be responsible for preparing or filing
any reports or returns relating to federal, state or local income taxes with    
respect to this Agreement, other than for such Custodian's compensation or for  
reimbursement of expenses.                                                      

            (c) Each Custodian shall not be responsible or liable for, and makes
no representation or warranty with respect to, the validity, adequacy or        
perfection or any lien upon or security interest in any Mortgage File.          

           (d) The duties and obligations of each Custodian shall only be such
as are expressly set forth in this Agreement or as set forth in a written       
amendment to this Agreement executed by the parties hereto or their successors  
and assigns. In the event that any provision of this Agreement implies or       
requires that action or forbearance be taken by a party, but is silent as to    
which party has the duty to act or refrain from acting, the parties agree that  
the applicable Custodian shall not be the party required to take the action or  
refrain from acting. In no event shall the applicable Custodian have any        
responsibility to ascertain or take action except as expressly provided herein. 

            (e) The applicable Custodian makes no representations and shall have
no responsibilities (except as expressly set forth herein) as to the validity,  
sufficiency, value, genuineness, ownership or transferability of any of the     
Mandalay Mortgage Loans or Conduit Mortgage Loans, and shall not be required to 
and shall not make any representations as to the validity, value or genuineness 
of the Mandalay Mortgage Loans or the Conduit Mortgage Loans.                   

         (f) The applicable Custodian shall not be liable for any error of
judgment, or for any act done or step taken or omitted by it, in good faith, or 
for any mistake of fact or law, or for anything that it may do or refrain from  
doing in connection therewith, except in the case of its negligent performance  
or omission or its bad faith or willful misfeasance.                            

           (g) The applicable Custodian shall not be responsible to verify (i)
the validity, legality, enforceability, sufficiency, due authorization or       
genuineness of any document in the Mortgage File or of any Mandalay Mortgage    
Loans or Conduit Mortgage Loans or (ii) the collectability, insurability,       
effectiveness including the authority or capacity of any Person to execute or   
issue any document in the Mortgage File, or suitability of any Mandalay Mortgage
Loan or Conduit Mortgage Loans unless specified otherwise in this Agreement.    

            (h) Each Custodian shall have no obligation to verify the receipt of
any such documents the existence of which was not made known to the applicable  
Custodian by receipt of the Mortgage File.                                      

            (i) Each Custodian shall have no obligation to determine whether the
recordation of any document is necessary.                                       

        (j) In no event shall the applicable Custodian or its directors,
affiliates, officers, agents, and employees be held liable for any special,     
indirect or consequential damages resulting from any action taken or omitted to 
be taken by it or them hereunder or in connection herewith even if advised of   
the possibility of such damages.                                                

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

ARTICLE IX

TERMINATION 

    Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Servicers 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 Countrywide, 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 Countrywide, acting at  
the direction of the Majority Class X Certificateholder, selected by the        
Majority Class X Certificateholder), at the expense of such Person (or in the   
case of Countrywide, acting at the direction of the Majority Class X            
Certificateholder, the Majority Class X 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 applicable Servicer notifies the Trustee 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 applicable Servicer shall direct  
the Trustee promptly to send a Notice of Final Distribution to each             
Certificateholder and the Swap Provider. If Countrywide (at the direction of the
Majority Class X 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 Servicers and the Trustee 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. Countrywide, when acting at the 
direction of the Majority Class X Certificateholder, shall be entitled to       
reasonably rely on a representation from the Majority Class X Certificateholder 
that it is the Majority Class X Certificateholder and is entitled under this    
Agreement to direct Countrywide to terminate the Trust Fund.                    

           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 Countrywide (at the direction of 
the Majority Class X Certificateholder), the Majority Class X Certificateholder 
shall remit the applicable Termination Price in immediately available funds to  
Countrywide at least two Business Days prior to the applicable Distribution     
Date, and, upon receipt of such funds from the Majority Class X                 
Certificateholder, Countrywide 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 X Certificateholder, in Permitted Investments, and the Majority  
Class X Certificateholder shall be entitled to all income from such investments,
and shall be responsible for, and shall reimburse Countrywide for all losses    
from such investments. The Majority Class X Certificateholder shall be obligated
to reimburse Countrywide for its reasonable out-of-pocket expenses incurred in  
connection with its termination of the Trust Fund at the direction of the       
Majority Class X Certificateholder and shall indemnify and hold harmless        
Countrywide for any losses, liabilities or expenses resulting from any claims   
directly resulting from or relating to Countrywide's termination of the Trust   
Fund at the direction of the Majority Class X Certificateholder, except to the  
extent such losses, liabilities or expenses arise out of or result from         
Countrywide's negligence, bad faith or willful misconduct. In connection with   
any such termination of the Trust Fund, each Servicer shall cause all funds in  
its Collection Account, including the applicable Termination Price for the      
Mortgage Loans and REO Properties if such Servicer is electing to terminate the 
Trust Fund (individually or together with another Servicer), 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 applicable Custodian or Trustee, as the case  
may be, of a Request for Release therefor, the applicable Custodian or Trustee, 
as the case may be, 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 to the Servicers (including all unreimbursed   
Advances and any Servicing Fees accrued and unpaid as of the date the           
Termination Price is paid), the Depositor and the Trustee hereunder), in each   
case on the final Distribution Date and in the order set forth in Section 4.02, 
in proportion to their respective Percentage Interests, with respect to         
Certificateholders of the same Class, an amount up to an amount equal to (i) as 
to each Class of Regular Certificates (except the Class X Certificates), the    
Certificate Balance thereof plus for each such Class and the Class X            
Certificates accrued interest thereon in the case of an interest bearing        
Certificate and all other amounts to which such Classes are entitled pursuant to
Section 4.02, (ii) as to the Residual Certificates, the amount, if any, which   
remains on deposit in the Distribution Account (other than the amounts retained 
to meet claims) after application pursuant to clause (i) above.                 

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

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

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

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

ARTICLE X 

MISCELLANEOUS PROVISIONS

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

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

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

            The Responsible Party shall be obligated to execute any amendment to
this Agreement, unless such amendment would adversely affect in any material    
respect a right or obligation of the Responsible Party.                         

            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, 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
requiring the consent of Certificateholders, the Trustee shall furnish written  
notification of the substance or a copy of such amendment to each               
Certificateholder and each Rating Agency.                                       

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

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

            Section 10.02 Recordation of Agreement; Counterparts. This Agreement
is subject to recordation in all appropriate public offices for real property   
records in all the counties or other comparable jurisdictions in which any or   
all of the properties subject to the Mortgages are situated, and in any other   
appropriate public recording office or elsewhere, such recordation to be        
effected by either Servicer 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 use its best efforts to
promptly provide notice to each Rating Agency with respect to each of the       
following of which it has actual knowledge:                                     

1. Any material change or amendment to this Agreement;  

          2. The occurrence of any Event of Default that has not been cured;

          3. The resignation or termination of a Servicer or the Trustee and
the appointment of any successor;                                               

       4. The repurchase or substitution of Mortgage Loans pursuant to
Sections 2.03, 2.07 or 3.28; and                                                

5. The final payment to Certificateholders.             

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

       1. Each report to Certificateholders described in Section 4.03.

          2. Any notice of a purchase of a Mortgage Loan pursuant to Section
3.28.                                                                           

         All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor, to GS Mortgage Securities Corp., 85 Broad Street, New York, New  
York 10004, Attention: Principal Finance Group/Christopher M. Gething and Asset 
Management Group/Senior Asset Manager (and, in the case of the Officer's        
Certificate delivered pursuant to Section 3.22, to PricewaterhouseCoopers LLP,  
222 Lakeview Avenue, Suite 360, West Palm Beach, Florida 33401, Attention:      
Jonathan Collman), or such other address as may be hereafter furnished to the   
Trustee and the Servicers by the Depositor in writing; (b) in the case of       
JPMorgan, to JPMorgan Chase Bank, National Association, in care of Chase Home   
Finance LLC, 10790 Rancho Bernardo, San Diego, California 92127, Attention:     
Cindy Dunks (with a copy to 194 Wood Avenue South, Iselin, New Jersey 08830,    
Attention: General Counsel), or such other address as may be hereafter furnished
to the Depositor, each Custodian, and the Trustee by JPMorgan in writing; (c) in
the case of Countrywide, to Countrywide Home Loans Servicing LP, 4500 Park      
Granada, Calabasas, California 91302, Attention: Mark Wong, or such other       
address as may be hereafter furnished to the Depositor, each Custodian, and the 
Trustee by Countrywide in writing, (d) in the case of Wilshire, to Wilshire     
Credit Corporation, 14523 S.W. Millikan Way, Suite 200, Beaverton, Oregon 97005,
Attention: Mark Peterman, or such other address as may be hereafter furnished to
the Depositor, each Custodian, and the Trustee by Wilshire in writing, (e) in   
the case of J.P. Morgan Trust Company, to J.P. Morgan Trust Company, National   
Association, 2200 Chemsearch Boulevard, Suite 150, Irving, Texas 75062,         
Attention D'Ann Robinson, or such other address as may be hereafter furnished to
the Depositor, the Servicers and the Trustee in writing, (f) in the case of     
Wells Fargo, to Wells Fargo Bank, N.A., 1015 10th Avenue SE, Minneapolis,       
Minnesota 55414, Attention: Client Service Manager GSAMP 2005-HE3, or such other
address as may be hereafter furnished to the Depositor, the Servicers and the   
Trustee in writing, (g)in the case of the Trustee, to the Corporate Trust       
Office, or such other address as the Trustee may hereafter furnish to the       
Depositor, Countrywide, Wilshire and JPMorgan, and each Custodian, and (h) in   
the case of each of the Rating Agencies, the address specified therefor in the  
definition corresponding to the name of such Rating Agency. Notices to          
Certificateholders shall be deemed given when mailed, first class postage       
prepaid, to their respective addresses appearing in the Certificate Register.   

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

Section 10.07 Assignment; Sales; Advance Facilities. (a)
Notwithstanding anything to the contrary contained herein, except as provided in
Section 6.04, this Agreement may be assigned by any Servicer with the prior     
written consent of the Depositor and the Trustee. In addition, for so long as a 
Servicer is acting as a Servicer hereunder (i) such Servicer is hereby          
authorized to enter into an advance facility ("Advance Facility") under which   
(A) such Servicer sells, assigns or pledges to an Advancing Person such         
Servicer's rights under this Agreement to be reimbursed for any P&I Advances or 
Servicing Advances and/or (B) an Advancing Person agrees to fund some or all P&I
Advances or Servicing Advances required to be made by such Servicer pursuant to 
this Agreement and (ii) such Servicer is hereby authorized to assign its rights 
to the Servicing Fee; it being understood neither the Trust Fund nor any party  
hereto shall have a right or claim to an Advance Reimbursement Amount so        
assigned or to the portion of the Servicing Fee so assigned; it being further   
understood that upon resignation or termination of such Servicer and            
reimbursement of all amounts due to the Servicers hereunder, the assignment of  
further Advance reimbursement rights to such Advance Facility (in the case of   
clause (i)) and such assignment (in the case of clause (ii)) shall be terminated
with respect to amounts due related to this Agreement. No consent of the        
Trustee, Certificateholders, or any other party is required before a Servicer   
may enter into an Advance Facility. Notwithstanding the existence of any Advance
Facility under which an Advancing Person agrees to fund P&I Advances and/or     
Servicing Advances on a Servicer's behalf, such Servicer shall remain obligated 
pursuant to this Agreement to make P&I Advances and Servicing Advances pursuant 
to and as required by this Agreement, and shall not be relieved of such         
obligations by virtue of such Advance Facility.                                 

           (b) Advance reimbursement amounts ("Advance Reimbursement Amounts")
shall consist solely of amounts in respect of P&I Advances and/or Servicing     
Advances made with respect to the Mortgage Loans for which the applicable       
Servicer would be permitted to reimburse itself in accordance with this         
Agreement, assuming such Servicer had made the related P&I Advance(s) and/or    
Servicing Advance(s).                                                           

     (c) The applicable Servicer shall maintain and provide to any
successor Servicer a detailed accounting on a loan-by-loan basis as to amounts  
advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The
successor Servicer shall be entitled to rely on any such information provided by
the predecessor Servicer, and the successor Servicer shall not be liable for any
errors in such information.                                                     

          (d) An Advancing Person who purchases or receives an assignment or
pledge of the rights to be reimbursed for P&I Advances and/or Servicing         
Advances, and/or whose obligations hereunder are limited to the funding of P&I  
Advances and/or Servicing Advances shall not be required to meet the criteria   
for qualification of a Subservicer set forth in this Agreement.                 

          (e) Advance Reimbursement Amounts distributed with respect to each
Mortgage Loan shall be allocated to outstanding unreimbursed P&I Advances or    
Servicing Advances (as the case may be) made with respect to that Mortgage Loan 
on a "first-in, first out" (FIFO) basis. Such documentation shall also require  
each Servicer to provide to the related Advancing Person or its designee        
loan-by-loan information with respect to each such Advance Reimbursement Amount 
distributed to such Advancing Person or Advance Facility trustee on each        
Distribution Date, to enable the Advancing Person or Advance Facility trustee to
make the FIFO allocation of each such Advance Reimbursement Amount with respect 
to each Mortgage Loan. The applicable Servicer shall remain entitled to be      
reimbursed by the Advancing Person or Advance Facility trustee for all P&I      
Advances and Servicing Advances funded by such Servicer to the extent the       
related rights to be reimbursed therefor have not been sold, assigned or pledged
to an Advancing Person.                                                         

            (f) Any amendment to this Section 10.07 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an   
Advance Facility as described generally in this Section 10.07, including        
amendments to add provisions relating to a successor Servicer, may be entered   
into by the applicable Custodian, the Trustee, the Depositor and each Servicer  
without the consent of any Certificateholder, notwithstanding anything to the   
contrary in this Agreement, provided, that the Trustee has been provided an     
Opinion of Counsel that such amendment has no material adverse effect on the    
Certificateholders which opinion shall be an expense of the Servicer entering   
into the Advance Facility but in any case shall not be an expense of the Trustee
or the Trust Fund; 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 
(instead of obtaining an Opinion of Counsel) 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      
rating 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. Prior to entering into an Advance  
Facility, the applicable Servicer shall notify the lender under such facility in
writing that: (a) the Advances financed by and/or pledged to the lender are     
obligations owed to such Servicer on a non-recourse basis payable only from the 
cash flows and proceeds received under this Agreement for reimbursement of      
Advances only to the extent provided herein, and the Trustee and the Trust are  
not otherwise obligated or liable to repay any Advances financed by the lender; 
(b) the applicable Servicer will be responsible for remitting to the lender the 
applicable amounts collected by it as reimbursement for Advances funded by the  
lender, subject to the restrictions and priorities created in this Agreement;   
and (c) the Trustee shall not have any responsibility to track or monitor the   
administration of the financing arrangement between the applicable Servicer and 
the lender.                                                                     

           Section 10.08 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this      
Agreement or the trust created hereby, nor entitle such Certificateholder's     
legal representative or heirs to claim an accounting or to take any action or   
commence any proceeding in any court for a petition or winding up of the trust  
created hereby, or otherwise affect the rights, obligations and liabilities of  
the parties hereto or any of them.                                              

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

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or     
proceeding in equity or at law upon or under or with respect to this Agreement, 
unless such Holder previously shall have given to the Trustee a written notice  
of an Event of Default and of the continuance thereof, as herein provided, and  
unless the Holders of Certificates evidencing not less than 25% of the Voting   
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee 
hereunder and shall have offered to the Trustee such reasonable indemnity as it 
may require against the costs, expenses, and liabilities to be incurred therein 
or thereby, and the Trustee, for 60 days after its receipt of such notice,      
request and offer of indemnity shall have neglected or refused to institute any 
such action, suit or proceeding; it being understood and intended, and being    
expressly covenanted by each Certificateholder with every other                 
Certificateholder and the Trustee, that no one or more Holders of Certificates  
shall have any right in any manner whatever by virtue or by availing itself or  
themselves of any provisions of this Agreement to affect, disturb or prejudice  
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the    
common benefit of all Certificateholders. For the protection and enforcement of 
the provisions of this Section 10.08, each and every Certificateholder and the  
Trustee shall be entitled to such relief as can be given either at law or in    
equity.                                                                         

           Section 10.09 Inspection and Audit Rights. Countrywide and Wilshire
agrees that on reasonable prior notice, and JPMorgan agrees that on 15 days'    
prior notice or, if an Event of Default has occurred and is continuing, 3       
Business Days', it will permit any representative of the Depositor, or the      
Trustee during such Person's normal business hours, to examine all the books of 
account, records, reports and other papers of such Person relating to the       
applicable Mortgage Loans, to make copies and extracts therefrom, to cause such 
books to be audited by independent certified public accountants selected by the 
Depositor or the Trustee and to discuss its affairs, finances and accounts      
relating to such Mortgage Loans with its officers, employees and independent    
public accountants (and by this provision each Servicer hereby authorizes said  
accountants to discuss with such representative such affairs, finances and      
accounts), all at such reasonable times and as often as may be reasonably       
requested. Any reasonable out-of-pocket expense of a Servicer incident to the   
exercise by the Depositor, or the Trustee of any right under this Section 10.09 
shall be borne by the party making the request (except in the case of requests  
made by the Trustee, such expenses shall be borne by the applicable Servicer).  
The Servicers may impose commercially reasonable restrictions on dissemination  
of information the Servicer defines as confidential.                            

       Nothing in this Section 10.09 shall limit the obligation of the
Servicer to observe any applicable law prohibiting disclosure of information    
regarding the Mortgagors and the failure of the Servicers to provide access as  
provided in this Section 10.09 as a result of such obligation shall not         
constitute a breach of this Section. Nothing in this Section 10.09 shall require
a Servicer to collect, create, collate or otherwise generate any information    
that it does not generate in its usual course of business. The Servicers shall  
not be required to make copies of or to ship documents to any Person who is not 
a party to this Agreement, and then only if provisions have been made for the   
reimbursement of the costs thereof.                                             

          Section 10.10 Certificates Nonassessable and Fully Paid. It is the
intention of the Depositor that Certificateholders shall not be personally      
liable for obligations of the Trust Fund, that the interests in the Trust Fund  
represented by the Certificates shall be nonassessable for any reason           
whatsoever, and that the Certificates, upon due authentication thereof by the   
Trustee pursuant to this Agreement, are and shall be deemed fully paid.         

        Section 10.11 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW)
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR        
RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED      
BEFORE A JUDGE SITTING WITHOUT A JURY.                                          

     Section 10.12 Limitation of Damages. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE      
LIABLE TO ANY OTHER PARTY FOR ANY PUNITIVE DAMAGES WHATSOEVER, WHETHER IN       
CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL  
OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE    
APPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS MADE AGAINST A PARTY.             

          Section 10.13 Rights of the Swap Provider. The Swap Provider shall
be deemed a third-party beneficiary of this Agreement to the same extent as if  
it were a party hereto and shall have the right to enforce its rights under this
Agreement.                                                                      

 * * * * * * *

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

                          GS MORTGAGE SECURITIES CORP.

                     By:   /s/ Michelle Gill
                                        ------------------------------------
                        Name:  Michelle Gill
                         Title: Vice President

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

                By:   /s/ Hang Luu
                                        ------------------------------------
                   Name:  Hang Luu
                            Title: Authorized Signer

                       By:   /s/ Nicholas Gisler
                                        ------------------------------------
                          Name:  Nicholas Gisler
                    Title: Associate

                    NC CAPITAL CORPORATION

                   By:   /s/ Kevin Cloyd
                                        ------------------------------------
                      Name:  Kevin Cloyd
                    Title: President

                                 COUNTRYWIDE HOME LOANS SERVICING LP

                             By:  COUNTRYWIDE GP, INC.

                          By:   /s/ Jordan Cohen
                                           ---------------------------------
                             Name:  Jordan Cohen
                               Title: Vice President

                           JPMORGAN CHASE BANK, NATIONAL
                ASSOCIATION,

                     By:   /s/ Frances Dixon
                                        ------------------------------------
                        Name:  Frances Dixon
                                   Title: Assistant Vice President

                          WILSHIRE CREDIT CORPORATION,

                      By:   /s/ Heidi Peterson
                                        ------------------------------------
                         Name:  Heidi Peterson
                         Title: Vice President

                                 J.P. MORGAN TRUST COMPANY, NATIONAL
                ASSOCIATION,

                         By:   /s/ Robert W. Johnson
                                        ------------------------------------
                            Name:  Robert W. Johnson
                         Title: Vice President

                     WELLS FARGO BANK, N. A.

                  By:   /s/ Mary Hogan
                                        ------------------------------------
                     Name:  Mary Hogan
                         Title: Vice President

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SCHEDULE I

Mortgage Loan Schedule

 [Available Upon Request to the Trustee]

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 SCHEDULE II

 GSAMP Mortgage Loan Trust 2005-HE3,
Mortgage Pass-Through Certificates

Representations and Warranties of Countrywide Home Loans Servicing LP, as 
Servicer

            Countrywide Home Loans Servicing LP ("Countrywide") hereby makes the
representations and warranties set forth in this Schedule II to the Depositor,  
each Custodian and the Trustee, as of the Closing Date, or if so specified      
herein, as of the Cut-off Date:                                                 

         (1) Countrywide is duly organized as a limited partnership and is
validly existing and in good standing under the laws of the State of
 Texas, and is licensed and qualified to transact any and all business
   contemplated by this Pooling and Servicing Agreement to be conducted by
Countrywide in any state in which a Mortgaged Property securing a   
Countrywide Serviced Mortgaged Loan is located or is otherwise not  
  required under applicable law to effect such qualification and, in any
      event, is in compliance with the doing business laws of any such State, to
  the extent necessary to ensure its ability to enforce each Countrywide
    Serviced Mortgage Loan and to service each Countrywide Serviced Mortgage
      Loan in accordance with the terms of this Pooling and Servicing Agreement;

        (2) Countrywide has the full power and authority to service each
    Countrywide Serviced Mortgage Loan, and to execute, deliver and perform,
  and to enter into and consummate the transactions contemplated by this
    Pooling and Servicing Agreement and has duly authorized by all necessary
     action on the part of Countrywide the execution, delivery and performance
   of this Pooling and Servicing Agreement; and this Pooling and Servicing
     Agreement, assuming the due authorization, execution and delivery thereof
by the Depositor, the other Servicers and the Trustee, constitutes a
   legal, valid and binding obligation of Countrywide, enforceable against
   Countrywide in accordance with its terms, except to the extent that (a)
the enforceability thereof may be limited by bankruptcy, insolvency,
  moratorium, receivership and other similar laws relating to creditors'
      rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable 
   defenses and to the discretion of the court before which any proceeding
therefor may be brought;                                            

    (3) The execution and delivery of this Pooling and Servicing
Agreement by Countrywide, the servicing of the Countrywide Serviced 
    Mortgage Loans by Countrywide hereunder, the consummation by Countrywide
     of any other of the transactions herein contemplated, and the fulfillment
of or compliance with the terms hereof are in the ordinary course of
      business of Countrywide and will not (A) result in a breach of any term or
    provision of the organizational documents of Countrywide or (B) conflict
  with, result in a breach, violation or acceleration of, or result in a
     default under, the terms of any other material agreement or instrument to
     which Countrywide is a party or by which it may be bound, or any statute,
  order or regulation applicable to Countrywide of any court, regulatory
     body, administrative agency or governmental body having jurisdiction over
     Countrywide; and Countrywide is not a party to, bound by, or in breach or
      violation of any indenture or other agreement or instrument, or subject to
or in violation of any statute, order or regulation of any court,   
regulatory body, administrative agency or governmental body having  
jurisdiction over it, which materially and adversely affects or, to 
 Countrywide's knowledge, would in the future materially and adversely
   affect, (x) the ability of Countrywide to perform its obligations under
 this Pooling and Servicing Agreement or (y) the business, operations,
      financial condition, properties or assets of Countrywide taken as a whole;

            (4) Countrywide is an approved seller/servicer for Fannie Mae and an
approved servicer for Freddie Mac in good standing;                 

   (5) No litigation is pending against Countrywide that would
     materially and adversely affect the execution, delivery or enforceability
    of this Pooling and Servicing Agreement or the ability of Countrywide to
    service the Countrywide Serviced Mortgage Loans or to perform any of its
other obligations hereunder in accordance with the terms hereof;    

        (6) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
  performance by Countrywide of, or compliance by Countrywide with, this
     Pooling and Servicing Agreement or the consummation by Countrywide of the
     transactions contemplated by this Pooling and Servicing Agreement, except
     for such consents, approvals, authorizations or orders, if any, that have
been obtained prior to the Closing Date; and                        

          (7) Countrywide covenants that its computer and other systems used
    in servicing the Countrywide Serviced Mortgage Loans operate in a manner
     such that Countrywide can service the Countrywide Serviced Mortgage Loans
 in accordance with the terms of this Pooling and Servicing Agreement.

       With respect to each Countrywide Serviced Mortgage Loan, to the
extent Countrywide serviced such Countrywide Serviced Mortgage Loan and to the  
extent Countrywide provided monthly reports to the three credit repositories,   
Countrywide has fully furnished, in accordance with the Fair Credit Reporting   
Act and its implementing regulations, accurate and complete information (i.e.,  
favorable and unfavorable) on its borrower credit files to Equifax, Experian,   
and Trans Union Credit Information Company (three of the credit repositories),  
on a monthly basis.                                                             

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SCHEDULE III

 GSAMP Mortgage Loan Trust 2005-HE3,
Mortgage Pass-Through Certificates

Representations and Warranties of JPMorgan Chase Bank, National Association, as 
Servicer

           JPMorgan Chase Bank, National Association ("JPMorgan") hereby makes
the representations and warranties set forth in this Schedule III to the        
Depositor and the Trustee, as of the Closing Date, or if so specified herein, as
of the Cut-off Date:                                                            

      (1) JPMorgan is a national banking association duly organized,
      validly existing and in good standing under the federal laws of the United
      States of America and is duly authorized and qualified to transact any and
   all business contemplated by this Pooling and Servicing Agreement to be
     conducted by JPMorgan in any state in which a Mortgaged Property securing
     a JPMorgan Serviced Mortgage Loan is located or is otherwise not required
      under applicable law to effect such qualification and, in any event, is in
    compliance with the doing business laws of any such State, to the extent
      necessary to ensure its ability to enforce each JPMorgan Serviced Mortgage
  Loan and to service each JPMorgan Serviced Mortgage Loan in accordance
with the terms of this Pooling and Servicing Agreement;             

     (2) JPMorgan has the full power and authority to service each
     JPMorgan Serviced Mortgage Loan, and to execute, deliver and perform, and
      to enter into and consummate the transactions contemplated by this Pooling
      and Servicing Agreement and has duly authorized by all necessary action on
the part of JPMorgan the execution, delivery and performance of this
      Pooling and Servicing Agreement; and this Pooling and Servicing Agreement,
 assuming the due authorization, execution and delivery thereof by the
      Depositor, the other Servicers and the Trustee, constitutes a legal, valid
and binding obligation of JPMorgan, enforceable against JPMorgan in 
accordance with its terms, except to the extent that (a) the        
enforceability thereof may be limited by bankruptcy, insolvency,    
  moratorium, receivership and other similar laws relating to creditors'
      rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable 
   defenses and to the discretion of the court before which any proceeding
therefor may be brought;                                            

    (3) The execution and delivery of this Pooling and Servicing
  Agreement by JPMorgan, the servicing of the JPMorgan Serviced Mortgage
     Loans by JPMorgan hereunder, the consummation by JPMorgan of any other of
      the transactions herein contemplated, and the fulfillment of or compliance
    with the terms hereof are in the ordinary course of business of JPMorgan
and will not (A) result in a breach of any term or provision of the 
  organizational documents of JPMorgan or (B) conflict with, result in a
   breach, violation or acceleration of, or result in a default under, the
      terms of any other material agreement or instrument to which JPMorgan is a
  party or by which it may be bound, or any statute, order or regulation
applicable to JPMorgan of any court, regulatory body, administrative
agency or governmental body having jurisdiction over JPMorgan; and  
  JPMorgan is not a party to, bound by, or in breach or violation of any
     indenture or other agreement or instrument, or subject to or in violation
of any statute, order or regulation of any court, regulatory body,  
   administrative agency or governmental body having jurisdiction over it,
     which materially and adversely affects or, to JPMorgan's knowledge, would
      in the future materially and adversely affect, (x) the ability of JPMorgan
    to perform its obligations under this Pooling and Servicing Agreement or
      (y) the business, operations, financial condition, properties or assets of
JPMorgan taken as a whole;                                          

      (4) JPMorgan is an approved seller/servicer for Fannie Mae, an
    approved servicer for Freddie Mac in good standing and is a HUD approved
non-supervised mortgagee;                                           

           (5) No litigation is pending against JPMorgan that would materially
  and adversely affect the execution, delivery or enforceability of this
     Pooling and Servicing Agreement or the ability of JPMorgan to service the
JPMorgan Serviced Mortgage Loans or to perform any of its other     
obligations hereunder in accordance with the terms hereof;          

        (6) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
    performance by JPMorgan of, or compliance by JPMorgan with, this Pooling
and Servicing Agreement or the consummation by JPMorgan of the      
     transactions contemplated by this Pooling and Servicing Agreement, except
     for such consents, approvals, authorizations or orders, if any, that have
been obtained prior to the Closing Date; and                        

   (7) JPMorgan has the facilities, procedures and experienced
     personnel necessary for the sound servicing of mortgage loans of the same
type as the JPMorgan Serviced Mortgage Loans.                       

           With respect to each JPMorgan Serviced Mortgage Loan, to the extent
JPMorgan serviced such JPMorgan Serviced Mortgage Loan and to the extent        
JPMorgan provided monthly reports to the three credit repositories, JPMorgan has
fully furnished, in accordance with the Fair Credit Reporting Act and its       
implementing regulations, accurate and complete information (i.e., favorable and
unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union 
Credit Information Company (three of the credit repositories), on a monthly     
basis.                                                                          

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 SCHEDULE IV

 GSAMP Mortgage Loan Trust 2005-HE3,
Mortgage Pass-Through Certificates

Representations and Warranties of Wilshire Credit Corporation, as Servicer

 Wilshire Credit Corporation ("Wilshire") hereby makes the
representations and warranties set forth in this Schedule IV to the Depositor,  
each Custodian and the Trustee, as of the Closing Date, or if so specified      
herein, as of the Cut-off Date:                                                 

    (1) Wilshire is a Nevada corporation duly organized, validly
  existing and in good standing under the laws of the Nevada and has the
 power and authority to transact the business in which it is currently
      engaged (after taking into account its duties hereunder). Wilshire is duly
     qualified to do business as a foreign corporation and is in good standing
     in each jurisdiction in which the character of the business transacted by
    it (after taking into account its duties hereunder) or properties owned,
 or leased or serviced by it requires such qualification (except where
there is an appropriate statutory exemption applicable to Wilshire).
    Wilshire has all material licenses necessary to carry on its business as
    now being conducted (after taking into account its duties hereunder) and
is in material compliance with state laws requiring licensing to the
      extent necessary to permit the servicing of the Wilshire Serviced Mortgage
Loans in accordance with the terms of this Pooling and Servicing    
Agreement;                                                          

     (2) Wilshire has the full power and authority to service each
     Wilshire Serviced Mortgage Loan, and to execute, deliver and perform, and
      to enter into and consummate the transactions contemplated by this Pooling
      and Servicing Agreement and has duly authorized by all necessary action on
the part of Wilshire the execution, delivery and performance of this
      Pooling and Servicing Agreement; and this Pooling and Servicing Agreement,
 assuming the due authorization, execution and delivery thereof by the
      Depositor, the other Servicers and the Trustee, constitutes a legal, valid
and binding obligation of Wilshire, enforceable against Wilshire in 
accordance with its terms, except to the extent that (a) the        
enforceability thereof may be limited by bankruptcy, insolvency,    
  moratorium, receivership and other similar laws relating to creditors'
      rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable 
   defenses and to the discretion of the court before which any proceeding
therefor may be brought;                                            

    (3) The execution and delivery of this Pooling and Servicing
  Agreement by Wilshire, the servicing of the Wilshire Serviced Mortgage
     Loans by Wilshire hereunder, the consummation by Wilshire of any other of
      the transactions herein contemplated, and the fulfillment of or compliance
    with the terms hereof are in the ordinary course of business of Wilshire
and will not (A) result in a breach of any term or provision of the 
  organizational documents of Wilshire or (B) conflict with, result in a
   breach, violation or acceleration of, or result in a default under, the
      terms of any other material agreement or instrument to which Wilshire is a
  party or by which it may be bound, or any statute, order or regulation
applicable to Wilshire of any court, regulatory body, administrative
agency or governmental body having jurisdiction over Wilshire; and  
  Wilshire is not a party to, bound by, or in breach or violation of any
     indenture or other agreement or instrument, or subject to or in violation
of any statute, order or regulation of any court, regulatory body,  
   administrative agency or governmental body having jurisdiction over it,
     which materially and adversely affects or, to Wilshire's knowledge, would
      in the future materially and adversely affect, (x) the ability of Wilshire
    to perform its obligations under this Pooling and Servicing Agreement or
      (y) the business, operations, financial condition, properties or assets of
Wilshire taken as a whole;                                          

         (4) Wilshire is an approved seller/servicer for Fannie Mae and an
approved servicer for Freddie Mac in good standing;                 

           (5) No litigation is pending against Wilshire that would materially
  and adversely affect the execution, delivery or enforceability of this
     Pooling and Servicing Agreement or the ability of Wilshire to service the
Wilshire Serviced Mortgage Loans or to perform any of its other     
obligations hereunder in accordance with the terms hereof;          

        (6) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
    performance by Wilshire of, or compliance by Wilshire with, this Pooling
and Servicing Agreement or the consummation by Wilshire of the      
     transactions contemplated by this Pooling and Servicing Agreement, except
     for such consents, approvals, authorizations or orders, if any, that have
been obtained prior to the Closing Date; and                        

          (7) Wilshire covenants that its computer and other systems used in
   servicing the Wilshire Serviced Mortgage Loans operate in a manner such
that Wilshire can service the Wilshire Serviced Mortgage Loans in   
accordance with the terms of this Pooling and Servicing Agreement.  

           With respect to each Wilshire Serviced Mortgage Loan, to the extent
Wilshire serviced such Wilshire Serviced Mortgage Loan and to the extent        
Wilshire provided monthly reports to the three credit repositories, Wilshire has
fully furnished, in accordance with the Fair Credit Reporting Act and its       
implementing regulations, accurate and complete information (i.e., favorable and
unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union 
Credit Information Company (three of the credit repositories), on a monthly     
basis.                                                                          

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SCHEDULE V

 GSAMP Mortgage Loan Trust 2005-HE3,
Mortgage Pass-Through Certificates

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

           J.P. Morgan Trust Company, National Association ("J.P. Morgan Trust
Company") hereby makes the representations and warranties set forth in this     
Schedule V to the Depositor, Countrywide, Wilshire and the Trustee, as of the   
Closing Date, or if so specified herein, as of the Cut-off Date:                

            (1) J.P. Morgan Trust Company is a national banking association duly
      organized, validly existing and in good standing under the federal laws of
the United States of America and is duly authorized and qualified to
    transact any and all business contemplated by this Pooling and Servicing
Agreement to be conducted by J.P. Morgan Trust Company;             

         (2) J.P. Morgan Trust Company has the full power and authority to
execute, deliver and perform, and to enter into and consummate the  
     transactions contemplated by this Pooling and Servicing Agreement and has
    duly authorized by all necessary action on the part of J.P. Morgan Trust
Company the execution, delivery and performance of this Pooling and 
   Servicing Agreement; and this Pooling and Servicing Agreement, assuming
   the due authorization, execution and delivery thereof by the Depositor,
the other Servicers and the Trustee, constitutes a legal, valid and 
     binding obligation of J.P. Morgan Trust Company, enforceable against J.P.
   Morgan Trust Company in accordance with its terms, except to the extent
that (a) the enforceability thereof may be limited by bankruptcy,   
   insolvency, moratorium, receivership and other similar laws relating to
      creditors' rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the
  equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought;                                 

    (3) The execution and delivery of this Pooling and Servicing
   Agreement by J.P. Morgan Trust Company, the consummation by J.P. Morgan
   Trust Company of any other of the transactions herein contemplated, and
      the fulfillment of or compliance with the terms hereof are in the ordinary
      course of business of J.P. Morgan Trust Company and will not (A) result in
     a breach of any term or provision of the organizational documents of J.P.
    Morgan Trust Company or (B) conflict with, result in a breach, violation
    or acceleration of, or result in a default under, the terms of any other
    material agreement or instrument to which J.P. Morgan Trust Company is a
  party or by which it may be bound, or any statute, order or regulation
  applicable to J.P. Morgan Trust Company of any court, regulatory body,
    administrative agency or governmental body having jurisdiction over J.P.
  Morgan Trust Company; and J.P. Morgan Trust Company is not a party to,
      bound by, or in breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or  
regulation of any court, regulatory body, administrative agency or  
governmental body having jurisdiction over it, which materially and 
    adversely affects or, to J.P. Morgan Trust Company's knowledge, would in
      the future materially and adversely affect, (x) the ability of J.P. Morgan
     Trust Company to perform its obligations under this Pooling and Servicing
      Agreement or (y) the business, operations, financial condition, properties
or assets of J.P. Morgan Trust Company taken as a whole;            

           (4) No litigation is pending against J.P. Morgan Trust Company that
would materially and adversely affect the execution, delivery or    
    enforceability of this Pooling and Servicing Agreement or the ability of
    J.P. Morgan Trust Company to perform any of its obligations hereunder in
accordance with the terms hereof; and                               

        (5) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
     performance by J.P. Morgan Trust Company of, or compliance by J.P. Morgan
Trust Company with, this Pooling and Servicing Agreement or the     
      consummation by J.P. Morgan Trust Company of the transactions contemplated
by this Pooling and Servicing Agreement, except for such consents,  
      approvals, authorizations or orders, if any, that have been obtained prior
to the Closing Date.                                                

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 SCHEDULE VI

 GSAMP Mortgage Loan Trust 2005-HE3,
Mortgage Pass-Through Certificates

Representations and Warranties of Wells Fargo Bank, N.A., as Custodian

Wells Fargo Bank, N.A. ("Wells Fargo") hereby makes the 
representations and warranties set forth in this Schedule VI to the Depositor,  
Countrywide, Wilshire and the Trustee, as of the Closing Date, or if so         
specified herein, as of the Cut-off Date:                                       

        (1) Wells Fargo is duly organized and is validly existing and in
    good standing under the laws of its jurisdiction of incorporation and is
duly authorized and qualified to transact any and all business      
      contemplated by this Agreement to be conducted by Wells Fargo in any state
 in which a Mortgaged Property is located or is otherwise not required
      under applicable law to effect such qualification and, in any event, is in
    compliance with the doing business laws of any such state, to the extent
necessary to perform any of its obligations under this Agreement in 
accordance with the terms thereof.                                  

            (2) Wells Fargo has the full power and authority to execute, deliver
and perform, and to enter into and consummate the transactions      
   contemplated by this Agreement and has duly authorized by all necessary
     action on the part of Wells Fargo the execution, delivery and performance
  of this Agreement; and this Agreement, assuming the due authorization,
      execution and delivery thereof by the other parties thereto, constitutes a
   legal, valid and binding obligation of Wells Fargo, enforceable against
Wells Fargo in accordance with its terms, except that (i) the       
enforceability thereof may be limited by bankruptcy, insolvency,    
  moratorium, receivership and other similar laws relating to creditors'
rights generally and (ii) the remedy of specific performance and    
      injunctive and other forms of equitable relief may be subject to equitable
   defenses and to the discretion of the court before which any proceeding
therefor may be brought.                                            

            (3) The execution and delivery of this Agreement by Wells Fargo, the
consummation of any other of the transactions contemplated by this  
      Agreement, and the fulfillment of or compliance with the terms thereof are
     in the ordinary course of business of Wells Fargo and will not (i) result
in a material breach of any term or provision of the articles of    
  incorporation or bylaws of Wells Fargo, (ii) materially conflict with,
     result in a material breach, violation or acceleration of, or result in a
material default under, the terms of any other material agreement or
      instrument to which Wells Fargo is a party or by which it may be bound, or
     (iii) constitute a material violation of any statute, order or regulation
   applicable to Wells Fargo of any court, regulatory body, administrative
 agency or governmental body having jurisdiction over Wells Fargo; and
  Wells Fargo is not in breach or violation of any material indenture or
   other material agreement or instrument, or in violation of any statute,
    order or regulation of any court, regulatory body, administrative agency
      or governmental body having jurisdiction over it which breach or violation
     may materially impair Wells Fargo's ability to perform or meet any of its
obligations under this Agreement.                                   

           (4) No litigation is pending or threatened against Wells Fargo that
would materially and adversely affect the execution, delivery or    
     enforceability of this Agreement or the ability of Wells Fargo to perform
    any of its obligations under this Agreement in accordance with the terms
   thereof. For purposes of the foregoing, Wells Fargo does not regard any
    actions, proceedings or investigations "threatened" unless the potential
 litigants or governmental authority has manifested to a member of the
     Wells Fargo & Company Law Department having responsibility for litigation
matters involving the corporate trust activities of Wells Fargo its 
present intention to initiate such proceedings.                     

    No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and         
performance by Wells Fargo of, or compliance by Wells Fargo with, this Agreement
or the consummation of the transactions contemplated thereby, or if any such    
consent, approval, authorization or order is required, Wells Fargo has obtained 
the same.                                                                       

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SCHEDULE VII

 GSAMP Mortgage Loan Trust 2005-HE3,
Mortgage Pass-Through Certificates

 Representations and Warranties of NC Capital Corporation,
Responsible Party, as to the NC Capital Mortgage Loans                          

            (1) Mortgage Loans as Described. The Responsible Party has delivered
     to the Purchaser the Data Tape Information and that Data Tape Information
is true and correct, including, without limitation, the terms of the
Prepayment Penalties, if any, as of the Cut-off Date;               

           (2) Payments Current. Except with respect to approximately 1.40% of
     the NC Capital Mortgage Loans, all payments required to be made up to the
      related Cut-off Date for the Mortgage Loan under the terms of the Mortgage
    Note, other than payments not yet 30 days delinquent, have been made and
  credited. Except with respect to approximately 1.40% of the NC Capital
     Mortgage Loans, as of the related Cut-off Date, no payment required under
a NC Capital Mortgage Loan is 30 days or more delinquent nor has any
    payment under a NC Capital Mortgage Loan been 30 days or more delinquent
at any time since the origination of the NC Capital Mortgage Loan;  

        (3) No Outstanding Charges. Except as described in paragraph (b)
above with respect to approximately 1.40% of the NC Capital Mortgage
     Loans, 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 Responsible Party 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 NC Capital Mortgage Loan, except for interest accruing from the
date of the Mortgage Note or date of disbursement of the NC Capital 
      Mortgage Loan proceeds, whichever is earlier, to the day which precedes by
one month the Due Date of the first Scheduled Payment;              

         (4) 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 Trustee and the terms of which are
reflected in the NC Capital Mortgage Loan Schedule, the Data Tape   
     Information or included in the Mortgage File. No NC Capital Mortgage Loan
    has been modified so as to restructure the payment obligations or re-age
      the NC Capital 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 NC
    Capital Mortgage Loan Schedule. No Mortgagor has been released, in whole
      or in part, except in connection with an assumption agreement, approved by
the title insurer, to the extent required by the policy, and which  
assumption agreement is part of the NC Capital Mortgage Loan File   
   delivered to the Trustee and the terms of which are reflected in the NC
Capital Mortgage Loan Schedule and the Data Tape Information;       

           (5) No Defenses. The NC Capital 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 the time the
NC Capital Mortgage Loan was originated;                            

        (6) 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 and such other hazards as are provided for in the Fannie Mae
      Guides or by Freddie Mac, as well as all additional requirements set forth
      in Section 3.13 of the Pooling and Servicing Agreement. If required by the
      National Flood Insurance Act of 1968, as amended, each NC Capital Mortgage
   Loan is covered by a flood insurance policy meeting the requirements of
the current guidelines of the Federal Insurance Administration is in
      effect which policy conforms to Fannie Mae and Freddie Mac, as well as all
additional requirements set forth in Section 3.13 of the Pooling and
     Servicing Agreement. All individual insurance policies contain a standard
mortgagee clause naming the Responsible Party and its successors and
assigns as mortgagee, and all premiums thereon have been paid. 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 Trustee
     on the Closing Date. The Responsible Party has not engaged in, and has no
    knowledge of the Mortgagor or any servicer 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, 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 Responsible Party;                                  

            (7) 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, equal credit opportunity and disclosure laws, all applicable
predatory lending and abusive lending laws or unfair and deceptive  
  practices laws applicable to the NC Capital Mortgage Loans, including,
   without limitation, any provisions relating to Prepayment Premiums have
 been complied with, the consummation of the transactions contemplated
      hereby will not involve the violation of any such laws or regulations, and
     the Responsible Party 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;                  

  (8) No Satisfaction of Mortgage. The Mortgage has not been
     satisfied, cancelled, subordinated or rescinded, in whole or in part, and
the Mortgaged Property has not been released from the lien of the   
    Mortgage, in whole or in part, nor has any instrument been executed that
     would effect any such release, cancellation, subordination or rescission.
    The Responsible Party has not waived the performance by the Mortgagor of
     any action, if the Mortgagor's failure to perform such action would cause
  the NC Capital Mortgage Loan to be in default, nor has the Responsible
 Party waived any default resulting from any action or inaction by the
Mortgagor;                                                          

           (9) Location and Type of Mortgaged Property. The Mortgaged Property
is located in the state identified in the NC Capital Mortgage Loan  
Schedule and consists of real property with a detached single family
residence erected thereon, or a two- to four-family dwelling, or an 
individual condominium unit in a 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 and Freddie Mac requirements 
    regarding such dwellings and that no NC Capital 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 NC Capital Mortgage Loan secured by a Mortgaged Property improved by
manufactured housing, (i) the related manufactured housing unit is  
      permanently affixed to the land, and (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 Responsible Party as
mortgagee;                                                          

 (10) Valid First or Second Lien. The Mortgage is a valid,
      subsisting, enforceable and perfected first or second lien (as applicable)
      on the Mortgaged Property, including all buildings and improvements on the
Mortgaged Property and all installations and mechanical, electrical,
   plumbing, heating and air conditioning systems located in or annexed to
   such buildings, and all additions, alterations and replacements made at
any time with respect to the foregoing. 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 NC Capital
   Mortgage Loan and (a) specifically referred to or otherwise
     considered in the appraisal made for the originator of the NC
      Capital 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 Second Lien NC Capital Mortgage Loans, the
lien of the first mortgage on the Mortgaged Property.   

       Any security agreement, chattel mortgage or equivalent document
    related to and delivered in connection with the NC Capital 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 NC Capital Mortgage Loan, or (B) second lien and second priority
  security interest with respect to each Second Lien NC Capital Mortgage
Loan, in either case, on the property described therein and the     
      Responsible Party has full right to sell and assign the same to Purchaser;

      (11) Validity of Mortgage Documents. The Mortgage Note and the
     Mortgage and any other agreement executed and delivered by a Mortgagor in
   connection with a NC Capital 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 Premiums). All parties to the Mortgage
      Note, the Mortgage and any other such related agreement had legal capacity
     to enter into the NC Capital 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. No fraud, error,   
      omission, misrepresentation, negligence or similar occurrence with respect
    to a NC Capital 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 NC Capital Mortgage Loan. The Responsible Party has reviewed all of
     the documents constituting the Servicing File and has made such inquiries
as it deems necessary to make and confirm the accuracy of the       
representations set forth herein;                                   

            (12) Full Disbursement of Proceeds. The NC Capital Mortgage Loan has
  been closed and the proceeds of the NC Capital 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 NC Capital 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;            

         (13) Ownership. Immediately prior to the transfer contemplated by
      the Purchase Agreement, the Responsible Party was the sole owner of record
     and holder of the NC Capital Mortgage Loan and the indebtedness evidenced
   by each Mortgage Note. The NC Capital Mortgage Loan was not assigned or
    pledged, and the Responsible Party had good, indefeasible and marketable
 title thereto, and has full right to transfer and sell the NC Capital
     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 NC Capital
      Mortgage Loan pursuant to the Purchase Agreement and following the sale of
 each NC Capital Mortgage Loan, the Purchaser will own such NC Capital
  Mortgage Loan free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest;         

           (14) Doing Business. All parties which have had any interest in the
NC Capital 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;

            (15) CLTV, LTV. No NC Capital Mortgage Loan that is a Second Lien NC
    Capital Mortgage Loan has CLTV in excess of 100%. No NC Capital Mortgage
Loan has an LTV greater than 100%;                                  

           (16) Title Insurance. The NC Capital Mortgage Loan is covered by an
   ALTA lender's title insurance policy, or with respect to any NC Capital
Mortgage Loan for which the related Mortgaged Property is located in
 California a CLTA lender's title insurance policy, or other generally
      acceptable form of policy or insurance acceptable to Fannie Mae or Freddie
 Mac and each such title insurance policy is issued by a title insurer
   acceptable to Fannie Mae or Freddie Mac and qualified to do business in
  the jurisdiction where the Mortgaged Property is located, insuring the
   Responsible Party, its successors and assigns, as to the first priority
 lien (with respect to First Lien NC Capital Mortgage Loans) or second
    priority lien (with respect to Second Lien NC Capital Mortgage Loans) of
    the Mortgage in the original principal amount of the NC Capital Mortgage
   Loan, subject only to the exceptions contained in clauses (1), (2), (3)
 and (4) of representation 10 of this Schedule VII, and in the case of
    Adjustable Rate NC Capital 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 Scheduled 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 exceptions or to replace the standard
   survey exception with a specific survey reading. The Responsible Party,
    its successors 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
   have been made under such lender's title insurance policy, and no prior
      holder of the related Mortgage, including the Responsible Party, 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 Responsible Party;       

       (17) No Defaults. Except as described in paragraphs (b) and (c)
above with respect to approximately 1.40% of the NC Capital Mortgage
     Loans, 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 Responsible Party
   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 NC Capital 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 NC Capital 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;                                 

          (18) 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;         

         (19) 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;                                                  

           (20) Origination; Payment Terms. Either (a) the NC Capital Mortgage
   Loan was originated by a mortgagee approved by the Secretary of Housing
  and Urban Development pursuant to Sections 203 and 211 of the National
     Housing Act, a savings and loan association, a savings bank, a commercial
    bank, credit union, insurance company or other similar institution which
  is supervised and examined by a federal or state authority, or (b) the
following requirements have been met with respect to the NC Capital 
    Mortgage Loan: the Responsible Party meets the requirements set forth in
 clause (a), and (i) such NC Capital Mortgage Loan was underwritten in
 accordance with standards established by the Responsible Party, using
      application forms and related credit documents approved by the Responsible
Party, (ii) the Responsible Party approved each application and the 
 related credit documents before a commitment by the correspondent was
 issued, and no such commitment was issued until the Responsible Party
     agreed to fund such NC Capital Mortgage Loan, (iii) the closing documents
    for such NC Capital Mortgage Loan were prepared on forms approved by the
  Responsible Party, and (iv) such NC Capital Mortgage Loan was actually
      funded by the Responsible Party and was purchased by the Responsible Party
    at closing or soon thereafter. 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 NC Capital Mortgage Loan contains terms or provisions
which would result in negative amortization. Except with respect to 
 Interest Only NC Capital Mortgage Loans, principal payments on the NC
    Capital Mortgage Loan commenced no more than sixty days after funds were
   disbursed in connection with the NC Capital Mortgage Loan. The Mortgage
    Interest Rate, Lifetime Rate Cap and Periodic Mortgage Interest Rate Cap
      are as set forth on NC Capital Mortgage Loan Schedule hereto (including in
    the case of Adjustable Rate NC Capital Mortgage Loans, the interest rate
  and payment limitations set forth on NC Capital Mortgage Loan Schedule
     hereto). All NC Capital Mortgage Loans have Due Dates on the first day of
    each month except as specified on the NC Capital Mortgage Loan Schedule.
    Each Mortgage Note is payable in equal monthly installments of principal
and/or interest, which installments of interest, with respect to    
   Adjustable Rate NC Capital Mortgage Loans, are subject to change due to
  the adjustments to the Mortgage Interest Rate on each Adjustment Date,
      with interest calculated and payable in arrears and is not calculated on a
    simple interest basis. The monthly principal payments on each NC Capital
      Mortgage Loan is sufficient to amortize the NC Capital Mortgage Loan fully
      by the stated maturity date, over an original term of not more than thirty
     years from commencement of amortization. Each NC Capital Mortgage Loan is
payable on the first day of each month. There are no convertible NC 
      Capital 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.                             

      (21) 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
  NC Capital Mortgage Loan and foreclosure on, or trustee's sale of, the
      Mortgaged Property pursuant to the proper procedures, the holder of the NC
     Capital 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;                                                                

            (22) Occupancy of the Mortgaged Property. As of the 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;             

           (23) 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 representation (10) in this Schedule VII;

            (24) 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 trustee's sale after default by the Mortgagor;    

   (25) Delivery of Mortgage Documents. The Mortgage Note, the
    Mortgage, the Assignment of Mortgage and any other documents required to
    be delivered under this Agreement for each NC Capital Mortgage Loan have
been delivered to the Purchaser;                                    

         (26) Transfer of Mortgage Loans. The Assignment of Mortgage 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
Responsible Party are not subject to the bulk transfer or similar   
statutory provisions in effect in any applicable jurisdiction;      

    (27) Due-On-Sale. With respect to each Fixed Rate NC Capital
 Mortgage Loan, the Mortgage contains an enforceable provision for the
 acceleration of the payment of the unpaid principal balance of the NC
     Capital 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 Responsible Party's knowledge, such provision is
enforceable;                                                        

      (28) No Buydown Provisions No Graduated Payments or Contingent
Interests. The NC Capital Mortgage Loan does not contain provisions 
      pursuant to which Scheduled Payments are paid or partially paid with funds
   deposited in any separate account established by the Responsible Party,
      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 NC Capital Mortgage Loan
     is not a graduated payment mortgage loan and the NC Capital Mortgage Loan
     does not have a shared appreciation or other contingent interest feature;

          (29) Assumability. With respect to each Adjustable Rate NC Capital
    Mortgage Loan, the NC Capital Mortgage Loan Documents provide that after
     the related first Adjustment Date, a related NC Capital Mortgage Loan may
     only be assumed if the party assuming such NC Capital Mortgage Loan meets
certain credit requirements stated in the NC Capital Mortgage Loan  
Documents;                                                          

          (30) Consolidation of Future Advances. Any future advances made to
   the Mortgagor prior to the 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 acceptable to Fannie Mae and Freddie Mac. The consolidated
    principal amount does not exceed the original principal amount of the NC
Capital Mortgage Loan;                                              

       (31) Mortgaged Property Undamaged; No Condemnation Proceedings.
 There is no proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property. The Mortgaged Property is   
     undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the
      Mortgaged Property as security for the NC Capital Mortgage Loan or the use
  for which the premises were intended and each Mortgaged Property is in
      good repair. There have not been any condemnation proceedings with respect
   to the Mortgaged Property and the Responsible Party has no knowledge of
any such proceedings in the future;                                 

 (32) Collection Practices; Escrow Payments; Interest Rate
    Adjustments. The origination, servicing and collection practices used by
the Servicer, the Responsible Party and its Affiliates and any prior
  servicer with respect to the NC Capital 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, if any, all such payments are in
the possession of, or under the control of, the Servicer or the     
     Responsible Party 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 to the 
      Responsible Party 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 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 Responsible Party and its Affiliates 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
    Scheduled Payment adjustments. Any interest required to be paid pursuant
to state, federal and local law has been properly paid and credited;

          (33) Conversion to Fixed Interest Rate. With respect to Adjustable
  Rate NC Capital Mortgage Loans, the Mortgage Loan is not a convertible
Mortgage Loan;                                                      

       (34) Other Insurance Policies. No action, inaction or event has
     occurred and no state of facts exists or has existed that has resulted or
      will result in the exclusion from, denial of, or defense to coverage under
any applicable special hazard insurance policy or bankruptcy bond,  
     irrespective of the cause of such failure of coverage. In connection with
the placement of any such insurance, no commission, fee, or other   
    compensation has been or will be received by the Responsible Party or by
any officer, director, or employee of the Responsible Party or any  
designee of the Responsible Party or any corporation in which the   
   Responsible Party or any officer, director, or employee had a financial
interest at the time of placement of such insurance;                

          (35) No Violation of Environmental Laws. 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. 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 Mortgaged 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;                                         

            (36) Servicemembers Civil Relief Act. The Mortgagor has not notified
    the Responsible Party, and the Responsible Party has no knowledge of any
 relief requested or allowed to the Mortgagor under the Servicemembers
Civil Relief Act;                                                   

      (37) Appraisal. The Mortgage File contains an appraisal of the
     related Mortgaged Property signed by a qualified appraiser, acceptable to
 the Responsible Party, 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 Fannie Mae or Freddie Mac and Title XI 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;                                       

            (38) Disclosure Materials. The Mortgagor has executed a statement to
the effect that the Mortgagor has received all disclosure materials 
   required by, and the Responsible Party has complied with all applicable
law with respect to the making of the NC Capital Mortgage Loans;    

     (39) 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;                                   

      (40) Value of Mortgaged Property. The Responsible Party 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 NC Capital Mortgage Loans to
      prepay during any period materially faster or slower than similar mortgage
      loans held by the Responsible Party generally secured by properties in the
same geographic area as the related Mortgaged Property;             

        (41) No Defense to Insurance Coverage. The Responsible Party 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 NC Capital 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 Closing Date (whether or not known to the
  Responsible Party on or prior to such date) which has resulted or will
    result in an exclusion from, denial of, or defense to coverage under any
      primary mortgage insurance (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 Responsible Party, 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;      

            (42) Escrow Analysis. With respect to each Mortgage, the Responsible
 Party or its Affiliate 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;                            

            (43) Prior Servicing. Each Mortgage Loan has been serviced in strict
compliance with Accepted Servicing Practices;                       

          (44) 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 Responsible Party to the Purchaser, that the
      Responsible Party has full right and authority and is not precluded by law
or contract from furnishing such information to the Purchaser. The  
 Responsible Party has or has caused the related servicer to, for each
      Mortgage Loan, fully furnish, 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;                                  

       (45) 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 generally accepted practice;

   (46) Prepayment Penalty. Each Mortgage Loan is subject to a
Prepayment Penalty as provided in the related Mortgage Note unless  
   otherwise indicated on the Mortgage Loan Schedule. With respect to each
     Mortgage Loan that has a prepayment penalty feature, each such prepayment
     penalty is enforceable and has been enforced by the Responsible Party 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 equal to 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 any Mortgage Loan that contains a provision
   permitting imposition of a premium upon a prepayment prior to maturity:
    (i) prior to the loan's origination, the borrower agreed to such premium
      in exchange for a monetary benefit, including but not limited to a rate or
 fee reduction, (ii) prior to the loan's origination, the borrower was
offered the option of obtaining a mortgage loan that did not require
   payment of such a premium, (iii) the prepayment premium is disclosed to
the borrower in the loan documents pursuant to applicable state and 
 federal law, and (iv) notwithstanding any state or federal law to the
  contrary, the Servicer shall not impose such prepayment premium in any
instance when the mortgage debt is accelerated as the result of the 
borrower's default in making the loan payments;                     

           (47) Predatory Lending Regulations. No Mortgage Loan is a High Cost
  Mortgage Loan. 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;                                                      

     (48)  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 a single-premium credit life insurance policy;      

     (49) Tax Service Contract; Flood Certification Contract. Each
 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;         

            (50) Qualified Mortgage. The Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code;               

          (51) Regarding the Mortgagor. The Mortgagor is one or more natural
   persons and/or trustees for an Illinois land trust or a trustee under a
   "living trust" and such "living trust" is in compliance with Fannie Mae
guidelines for such trusts;                                         

     (52) Recordation. Each original Mortgage was recorded and 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 Responsible Party, or is in the process of being
recorded;                                                           

      (53) FICO Scores. Each Mortgagor has a non-zero FICO score. No
 Mortgage Loan has a Mortgagor with a FICO score of less than 500; and

        (54) Compliance with Anti-Money Laundering Laws. The Responsible
 Party 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"); the Responsible Party
      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.                         

     (55) Conformance with Agency and Underwriting Guidelines. The
Mortgage Loan was underwritten in accordance with the Underwriting  
 Guidelines. The Mortgage Note and Mortgage are on forms acceptable to
Freddie Mac or Fannie Mae and the Responsible Party has not made any
  representations to a Mortgagor that are inconsistent with the mortgage
instruments used;                                                   

            (56) Acceptable Investment. There are no circumstances or conditions
    with respect to the Mortgage, the Mortgaged Property, the Mortgagor, the
   Mortgage File or the Mortgagor's credit standing that can reasonably be
     expected to cause private institutional investors who invest in sub-prime
     mortgage loans to regard the Mortgage Loan as an unacceptable investment,
 cause the Mortgage Loan to become delinquent, or adversely affect the
value or marketability of the Mortgage Loan, or cause the NC Capital
  Mortgage Loans to prepay during any period materially faster or slower
  than the mortgage loans originated by the Responsible Party generally;

     (57) 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 such Mortgage Loan was originated in accordance with,
and the Mortgaged Property meets the guidelines set forth in the    
Responsible Party's and its Affiliates' underwriting guidelines;    

         (58) Georgia Fair Lending Act. There is no Mortgage Loan that was
    originated on or after October 1, 2002 and on or prior to March 7, 2003,
     which is secured by property located in the State of Georgia. There is no
 Mortgage Loan that was originated on or after March 7, 2003 that is a
"high cost home loan" as defined under the Georgia Fair Lending Act;

           (59) New York State Banking Law. There is no Mortgage Loan that (a)
is secured by property located in the State of New York; (b) had an 
      original principal balance of $300,000 or less, and (c) has an application
     date on or after October 1, 2003, the terms of which loan equal or exceed
  either the annual percentage rate or the points and fees threshold for
   "high cost home loans," as defined in Section 6-L of the New York State
Banking Law;                                                        

     (60) New Jersey Mortgage Loans. All NC Capital Mortgage Loans
originated in New Jersey are ratable by Standard & Poor's, Fitch and
   Moody's. All NC Capital Mortgage Loans originated in New Jersey conform
    with the Purchaser's New Jersey Loan Stipulations set forth on Exhibit M
to the NC Capital Purchase Agreement;                               

          (61) Origination Practices. No borrower 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
borrower 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 borrower may have
qualified for a 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 borrower's application to such affiliate
for underwriting consideration;                                     

           (62) Underwriting Methodology. The methodology used in underwriting
      the extension of credit for each Mortgage Loan employs, in part, objective
  mathematical principles which relate the borrower's income, assets and
      liabilities to the proposed payment and such underwriting methodology does
    not rely on the extent of the borrower'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 borrower had a reasonable ability to make
timely payments on the Mortgage Loan;                               

       (63) Fannie Mae Guides Anti Predatory Lending Eligibility. Each
      Mortgage Loan is in compliance with the anti predatory lending eligibility
for purchase requirements of Fannie Mae Guides;                     

         (64) Purchase of Insurance. No Mortgagor was required to purchase
  any credit life, disability, accident or health insurance product as a
   condition of obtaining the extension of credit. No Mortgagor obtained a
prepaid single premium credit life, disability, accident or health  
     insurance policy in connection with the origination of the Mortgage Loan.
   No proceeds from any Mortgage Loan were used to purchase single premium
      credit insurance policies as part of the origination of, or as a condition
to closing, such Mortgage Loan;                                     

          (65) Points and Fees. All points and fees related to each Mortgage
Loan were disclosed in writing to the Mortgagor in accordance with  
    applicable state and federal law and regulation. Except in the case of a
    Mortgage Loan in an original principal amount of less than $60,000 which
would have resulted in an unprofitable origination, no Mortgagor was
    charged "points and fees" (whether or not financed) in an amount greater
     than 5% of the principal amount of such Mortgage Loan, such 5% limitation
is calculated in accordance with Fannie Mae's anti predatory lending
requirements as set forth in the Fannie Mae Guides;                 

            (66) Disclosure of Fees and Charges. All fees and charges (including
   finance charges), whether or not financed, assessed, collected or to be
collected in connection with the origination and servicing of each  
Mortgage Loan, have been disclosed in writing to the Mortgagor in   
accordance with applicable state and federal law and regulation; and

            (67) 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.                                                        

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 SCHEDULE VIII

 GSAMP Mortgage Loan Trust 2005-HE3,
Mortgage Pass-Through Certificates

            NC Capital hereby makes the representations and warranties set forth
in this Schedule III to the Depositor, the Servicers, the Custodians and the    
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off   
Date.                                                                           

      (1) Due Organization and Authority. The Responsible Party is a
   corporation duly organized, validly existing and in good standing under
 the laws of the state of California 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 Responsible Party, and in any event the   
     Responsible Party is in compliance with the laws of any such state to the
 extent necessary; the Responsible Party has the full corporate power,
  authority and legal right to execute and deliver this Agreement and to
      perform its obligations hereunder; the execution, delivery and performance
  of this Agreement by the Responsible Party 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 Responsible Party, 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 Responsible Party to make
   this Agreement and all agreements contemplated hereby valid and binding
upon the Responsible Party in accordance with their terms;          

    (2) No Conflicts. Neither the execution and delivery of this
    Agreement, 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 Responsible Party's charter or by-laws or
any legal restriction or any agreement or instrument to which the   
     Responsible Party 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 Responsible Party 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;          

          (3) No Litigation Pending. There is no action, suit, proceeding or
     investigation pending or threatened against the Responsible Party, before
any court, administrative agency or other tribunal asserting the    
    invalidity of this Agreement, seeking to prevent the consummation of any
      of the transactions contemplated by this Agreement or which, either in any
one instance or in the aggregate, may result in any material adverse
  change in the business, operations, financial condition, properties or
 assets of the Responsible Party, or in any material impairment of the
right or ability of the Responsible Party to carry on its business  
    substantially as now conducted, or in any material liability on the part
    of the Responsible Party, or which would draw into question the validity
      of this Agreement or of any action taken or to be taken in connection with
  the obligations of the Responsible Party contemplated herein, or which
     would be likely to impair materially the ability of the Responsible Party
to perform under the terms of this Agreement;                       

       (4) No Consent Required. No consent, approval, authorization or
order of, or registration or filing with, or notice to any court or 
    governmental agency or body including HUD, the FHA or the VA is required
      for the execution, delivery and performance by the Responsible Party of or
compliance by the Responsible Party with this Agreement or the      
  consummation of the transactions contemplated by this Agreement, or if
required, such approval has been obtained prior to the Closing Date;

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 EXHIBIT A-1

 FORM OF CLASS A, CLASS M AND CLASS B CERTIFICATES

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

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

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

Certificate No.              :                                                  

Cut-off Date                 :     June 1, 2005                                 

First Distribution Date      :     July 25, 2005                                

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

Initial Certificate                                                             

Balances of all                                            Class Certificate    
Certificates of this Class   :            Class                 Balance         
                                Class A-1A          $256,997,000
                                Class A-1B           $64,249,000
                                Class A-2A          $382,945,000
                                Class A-2B          $197,691,000
                                Class A-2C           $93,421,000
                                Class M-1            $96,487,000
                                Class M-2            $75,117,000
                                Class M-3            $20,722,000
                                Class M-4            $19,427,000
                                Class B-1            $18,780,000
                                Class B-2            $16,189,000
                                Class B-3            $14,894,000

CUSIP                        :            Class                 CUSIP No.       
                                Class A-1A           362341 CA 5
                                Class A-1B           362341 BL 2
                                Class A-2A           362341 BM 0
                                Class A-2B           362341 BN 8
                                Class A-2C           362341 BP 3
                                Class M-1            362341 BQ 1
                                Class M-2            362341 BR 9
                                Class M-3            362341 BS 7
                                Class M-4            362341 BT 5
                                Class B-1            362341 BU 2
                                Class B-2            362341 BV 0
                                Class B-3            362341 BW 8

ISIN                         :            Class                  ISIN           
                                 Class A-1A           US362341CA57
                                 Class A-1B           US362341BL22
                                 Class A-2A           US362341BM05
                                 Class A-2B           US362341BN87
                                 Class A-2C           US362341BP36
                                 Class M-1            US362341BQ19
                                 Class M-2            US362341BR91
                                 Class M-3            US362341BS74
                                 Class M-4            US362341BT57
                                 Class B-1            US362341BU21
                                 Class B-2            US362341BV04
                                 Class B-3            US362341BW86

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE3
 Mortgage Pass-Through Certificates, Series 2005-HE3
[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 Servicers, the Purchaser, the Original Loan Sellers or the       
Trustee referred to below or any of their respective affiliates. Neither this   
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.                                                      

     This certifies that 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 Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), NC Capital Corporation, as Responsible   
Party, Countrywide Home Loans Servicing LP, as servicer, JPMorgan Chase Bank,   
National Association, as servicer, Wilshire Credit Corporation, as servicer     
(collectively, the "Servicers"), J.P. Morgan Trust Company, National            
Association, as custodian, Wells Fargo Bank, N.A., as custodian (collectively,  
the "Custodians"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

 * * *

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         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed. Dated:                                                           

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

                                     By:____________________________________

Authenticated:                                                                  

By:_________________________________                                            
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE3 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 Servicers and the Trustee with the consent of the Holders 
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes, accompanied by a written instrument of transfer in form satisfactory  
to the Trustee and the Certificate Registrar duly executed by the holder hereof 
or such holder's attorney duly authorized in writing, and thereupon one or more 
new Certificates of the same Class in authorized denominations and evidencing   
the same aggregate Percentage Interest in the Trust Fund will be issued to the  
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto                                                                            
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           

_______________________________________________________________________________.

Dated:                                                                          

                                          ______________________________________
                                         Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number _________________, or, if mailed by check, to __________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.                                                                   

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 EXHIBIT 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 LETTER IN THE FORM OF  
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE        
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED  
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE       
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO APPLICABLE FEDERAL,    
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING          
PROVISIONS OF ERISA OR THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT   
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW       
WITHOUT THE REPRESENTATION LETTER SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.                                                 

Certificate No.           :                                                     
Cut-off Date              :           June 1, 2005                              
First Distribution Date   :           July 25, 2005                             
Percentage Interest of                                                          
this Certificate                                                                
("Denomination")          :           [_____]%                                  
CUSIP                     :           362341 CB 3                               
ISIN                      :           US362341CB31                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE3
 Mortgage Pass-Through Certificates, Series 2005-HE3

 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 Servicers or 
the Trustee referred to below or any of their respective affiliates. Neither    
this Certificate nor the Mortgage Loans are guaranteed or insured by any        
governmental agency or instrumentality.                                         

     This certifies [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the     
denomination of this Certificate by the aggregate of the denominations of all   
Certificates of the Class to which this Certificate belongs) in certain monthly 
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), NC Capital Corporation, as Responsible   
Party, Countrywide Home Loans Servicing LP, as servicer, JPMorgan Chase Bank,   
National Association, as servicer, Wilshire Credit Corporation, as servicer     
(collectively, the "Servicers"), J.P. Morgan Trust Company, National            
Association, as custodian, Wells Fargo Bank, N.A., as custodian (collectively,  
the "Custodians"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

      This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In     
addition, any distribution of the proceeds of any remaining assets of the Trust 
will be made only upon presentment and surrender of this Certificate at the     
offices designated by the Trustee for such purpose.                             

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a transferor 
certificate (in substantially the form attached to the Pooling and Servicing    
Agreement) and deliver either (i) a Rule 144A Letter, in either case            
substantially in the form attached to the Agreement, or (ii) a written Opinion  
of Counsel to the Trustee that such transfer may be made pursuant to an         
exemption, describing the applicable exemption and the basis therefor, from the 
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel    
shall be an expense of the transferor.                                          

           No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan     
subject to Section 406 of ERISA, Section 4975 of the Code or any materially     
similar provisions of applicable Federal, state or local law ("Similar Law"), or
a person acting on behalf of or investing plan assets of any such plan, which   
representation letter shall not be an expense of the Trustee.                   

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

 * * *

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated:                                                                          

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

                                     By:____________________________________

Authenticated:                                                                  

By ____________________________________                                         
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE3 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 Servicers and the Trustee with the consent of the Holders 
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes, accompanied by a written instrument of transfer in form satisfactory  
to the Trustee and the Certificate Registrar duly executed by the holder hereof 
or such holder's attorney duly authorized in writing, and thereupon one or more 
new Certificates of the same Class in authorized denominations and evidencing   
the same aggregate Percentage Interest in the Trust Fund will be issued to the  
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto                                                                            
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           

_______________________________________________________________________________.

Dated:                                                                          

                                          ______________________________________
                                         Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number _________________, or, if mailed by check, to __________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.                                                                   

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 EXHIBIT C-1

 FORM OF CLASS R-1 CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN THREE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS   
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE    
CODE OF 1986, AS AMENDED (THE "CODE").                                          

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS  
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING 
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH         
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR     
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.               :                                                 

Cut-off Date                  :       June 1, 2005                              

First Distribution Date       :       July 25, 2005                             

Initial Certificate Balance                                                     
of this Certificate                                                             

("Denomination")              :       $100                                      

Initial Certificate Balance                                                     
of all Certificates of this                                                     
Class                         :       $100                                      

CUSIP                         :       362341 BX 6                               

ISIN                          :       US362341BX69                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE3
 Mortgage Pass-Through Certificates, Series 2005-HE3

 Class R-1

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

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R-1 Certificate is not entitled to      
distributions in respect of interest. This Certificate does not evidence an     
obligation of, or an interest in, and is not guaranteed by the Depositor, the   
Servicers, or the Trustee referred to below or any of their respective          
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or   
insured by any governmental agency or instrumentality.                          

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), NC Capital Corporation, as Responsible   
Party, Countrywide Home Loans Servicing LP, as servicer, JPMorgan Chase Bank,   
National Association, as servicer, Wilshire Credit Corporation, as servicer     
(collectively, the "Servicers"), J.P. Morgan Trust Company, National            
Association, as custodian, Wells Fargo Bank, N.A., as custodian (collectively,  
the "Custodians"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R-1   
Certificate at the offices designated by the Trustee for such purposes.         

       No transfer of a Class R-1 Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

        Each Holder of this Class R-1 Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R-1 Certificate to
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class R-1 Certificate are       
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class R-1 Certificate shall be a       
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class R-1 Certificate may be registered on the Closing Date or 
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit G to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R-1 Certificate shall 
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class R-1 Certificate,  
(B) to obtain a Transfer Affidavit from any Person for whom such Person is      
acting as nominee, trustee or agent in connection with any Transfer of this     
Class R-1 Certificate, (C) not to cause income with respect to the Class R-1    
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of such Person or  
any other U.S. Person and (D) not to Transfer the Ownership Interest in this    
Class R-1 Certificate or to cause the Transfer of the Ownership Interest in this
Class R-1 Certificate to any other Person if it has actual knowledge that such  
Person is not a Permitted Transferee and (iv) any attempted or purported        
Transfer of the Ownership Interest in this Class R-1 Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.                                                    

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated:                                                                          

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

                                     By:____________________________________

Authenticated:                                                                  

By:_________________________________                                            
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE3 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 Servicers and the Trustee with the consent of the Holders 
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes, accompanied by a written instrument of transfer in form satisfactory  
to the Trustee and the Certificate Registrar duly executed by the holder hereof 
or such holder's attorney duly authorized in writing, and thereupon one or more 
new Certificates of the same Class in authorized denominations and evidencing   
the same aggregate Percentage Interest in the Trust Fund will be issued to the  
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

         The Trustee and the Depositor and any agent of the Trustee or the
Depositor may treat the Person in whose name this Certificate is registered as  
the owner hereof for all purposes, and neither the Depositor, the Trustee, nor  
any such agent shall be affected by any notice to the contrary.                 

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto                                                                            
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           

_______________________________________________________________________________.

Dated:                                                                          

                                          ______________________________________
                                         Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number _________________, or, if mailed by check, to __________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.                                                                   

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 EXHIBIT C-2

 FORM OF CLASS R-2 CERTIFICATE

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

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT 
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS  
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING 
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH         
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR     
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.               :                                                 

Cut-off Date                  :       June 1, 2005                              

First Distribution Date       :       July 25, 2005                             

Initial Certificate Balance                                                     
of this Certificate                                                             

("Denomination")              :       $100                                      

Initial Certificate Balances                                                    
of all Certificates of this                                                     
Class                         :       $100                                      

CUSIP                         :       362341 BY 4                               

ISIN                          :       US362341BY43                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE3
 Mortgage Pass-Through Certificates, Series 2005-HE3

 Class R-2

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

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R-2 Certificate is not entitled to      
distributions in respect of interest. This Certificate does not evidence an     
obligation of, or an interest in, and is not guaranteed by the Depositor, the   
Servicers, or the Trustee referred to below or any of their respective          
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or   
insured by any governmental agency or instrumentality.                          

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the     
denomination of this Certificate by the aggregate of the denominations of all   
Certificates of the Class to which this Certificate belongs) in certain monthly 
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), NC Capital Corporation, as Responsible   
Party, Countrywide Home Loans Servicing LP, as servicer, JPMorgan Chase Bank,   
National Association, as servicer, Wilshire Credit Corporation, as servicer     
(collectively, the "Servicers"), J.P. Morgan Trust Company, National            
Association, as custodian, Wells Fargo Bank, N.A., as custodian (collectively,  
the "Custodians"), and Deutsche Bank National Trust Company, as trustee (the    
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R-2   
Certificate at the offices designated by the Trustee for such purposes.         

       No transfer of a Class R-2 Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

        Each Holder of this Class R-2 Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R-2 Certificate to
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class R-2 Certificate are       
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class R-2 Certificate shall be a       
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class R-2 Certificate may be registered on the Closing Date or 
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit G to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R-2 Certificate shall 
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class R-2 Certificate,  
(B) to obtain a Transfer Affidavit from any Person for whom such Person is      
acting as nominee, trustee or agent in connection with any Transfer of this     
Class R-2 Certificate, (C) not to cause income with respect to the Class R-2    
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of such Person or  
any other U.S. Person and (D) not to Transfer the Ownership Interest in this    
Class R-2 Certificate or to cause the Transfer of the Ownership Interest in this
Class R-2 Certificate to any other Person if it has actual knowledge that such  
Person is not a Permitted Transferee and (iv) any attempted or purported        
Transfer of the Ownership Interest in this Class R-2 Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.                                                    

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated:                                                                          

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

                                     By:____________________________________

Authenticated:                                                                  

By:_________________________________                                            
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE3 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 Servicers and the Trustee with the consent of the Holders 
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes, accompanied by a written instrument of transfer in form satisfactory  
to the Trustee and the Certificate Registrar duly executed by the holder hereof 
or such holder's attorney duly authorized in writing, and thereupon one or more 
new Certificates of the same Class in authorized denominations and evidencing   
the same aggregate Percentage Interest in the Trust Fund will be issued to the  
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

           The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement   
will have the option to repurchase, in whole, from the Trust Fund all remaining 
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a  
purchase price determined as provided in the Agreement. The obligations and     
responsibilities created by the Agreement will terminate as provided in Section 
9.01 of the Agreement.                                                          

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto                                                                            
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such       
Certificate to the following address:                                           

_______________________________________________________________________________.

Dated:                                                                          

                                          ______________________________________
                                         Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number _________________, or, if mailed by check, to __________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.                                                                   

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 EXHIBIT D

 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 LETTER IN THE FORM OF  
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE        
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED  
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

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

Certificate No.              :                                                  
Cut-off Date                 :        June 1, 2005                              
First Distribution Date      :        July 25, 2005                             
Percentage Interest of this                                                     
Certificate ("Denomination") :                                                  
CUSIP                        :        362341 BZ 1                               
ISIN:                        :        US362341BZ18                              

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GS MORTGAGE SECURITIES CORP.

GSAMP Trust 2005-HE3
 Mortgage Pass-Through Certificates, Series 2005-HE3

 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 Servicers, the Purchaser, the Original Loan    
Sellers or the Trustee referred to below or any of their respective affiliates. 
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.                                         

          This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions pursuant to a Pooling and Servicing Agreement, dated as of the    
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities    
Corp., as depositor (the "Depositor"), NC Capital Corporation, as Responsible   
Party, Countrywide Home Loans Servicing LP, as servicer, JPMorgan Chase Bank,   
National Association, as servicer, Wilshire Credit Corporation, as servicer     
(collectively, the "Servicers"), J.P. Morgan Trust Company, National            
Association, as custodian, Wells Fargo Bank, N.A., as custodian (collectively,  
the "Custodians"), 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.         

     No transfer of a Class X 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 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 G to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class X Certificate shall   
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class X Certificate, (B)
to obtain a Transfer Affidavit from any Person for whom such Person is acting as
nominee, trustee or agent in connection with any Transfer of this Class X       
Certificate, (C) not to cause income with respect to the Class X Certificate to 
be attributable to a foreign permanent establishment or fixed base, within the  
meaning of an applicable income tax treaty, of such Person or any other U.S.    
Person and (D) not to Transfer the Ownership Interest in this Class X           
Certificate or to cause the Transfer of the Ownership Interest in this Class X  
Certificate to any other Person if it has actual knowledge that such Person is  
not a Permitted Transferee and (iv) any attempted or purported Transfer of the  
Ownership Interest in this Class X Certificate in violation of the provisions   
herein shall be absolutely null and void and shall vest no rights in the        
purported Transferee.                                                           

  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an       
authorized signatory of the Trustee.                                            

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         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed. Dated:                                                           

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

                                     By:____________________________________

Authenticated:                                                                  

By:_________________________________                                            
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
not in its individual capacity,                                           
but solely as Trustee                                                     

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GS MORTGAGE SECURITIES CORP.
GSAMP Trust 2005-HE3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 2005-HE3 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 Servicers and the Trustee with the consent of the Holders 
of Certificates affected by such amendment evidencing the requisite Percentage  
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.                                                        

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register of the Trustee upon surrender of this Certificate for      
registration of transfer at the offices designated by the Trustee for such      
purposes, accompanied by a written instrument of transfer in form satisfactory  
to the Trustee and the Certificate Registrar duly executed by the holder hereof 
or such holder's attorney duly authorized in writing, and thereupon one or more 
new Certificates of the same Class in authorized denominations and evidencing   
the same aggregate Percentage Interest in the Trust Fund will be issued to the  
designated transferee or transferees.                                           

     The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover   
any tax or other governmental charge payable in connection therewith.           

         The Depositor, the Servicers 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 INITIAL CERTIFICATION OF [CUSTODIANS] [TRUSTEE]

[date]

[Depositor]                                                                     

[Servicers](1)                                                                  

[Trustee](2)                                                                    

___________________                                                             
___________________                                                             

          Re:   Pooling and Servicing Agreement among GS Mortgage Securities
               Corp., as Depositor, NC Capital Corporation, as Responsible
                  Party, JPMorgan Chase Bank, National Association, as Servicer,
              Countrywide Home Loans Servicing LP, as Servicer, Wilshire
               Credit Corporation, as Servicer, J.P. Morgan Trust Company,
                  National Association, as Custodian, Wells Fargo Bank, N.A., as
          Custodian and Deutsche Bank National Trust Company, as
Trustee, GSAMP Trust, 2005-HE3              

Gentlemen:                                                                      

In accordance with Section 2.02 of the above-captioned Pooling and  
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
[Custodian] [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:                                    

   (i) the original Mortgage Note, endorsed as provided in the
 following form: "Pay to the order of ________, without recourse"; and

          (ii) a duly executed Assignment of Mortgage (which may be included
in a blanket assignment or assignments).                            

        Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

            The [Custodian] [Trustee] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically        
required in the Pooling and Servicing Agreement. The [Custodian] [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 collectability, insurability, effectiveness or       
suitability of any such Mortgage Loan or the perfection or priority of any      
Mortgage. Notwithstanding anything herein to the contrary, the [Custodian]      
[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 Pooling and Servicing Agreement.               

                                  [J.P. MORGAN TRUST COMPANY, NATIONAL
                             ASSOCIATION, as Custodian

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:__________________________________]

                      [WELLS FARGO BANK, N.A.,
                as Custodian

                               By: _____________________________
                               Name:____________________________
                               Title:___________________________

                                    [DEUTSCHE BANK NATIONAL TRUST COMPANY,
              as Trustee

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:__________________________________]

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

(1)   JPMorgan, Countrywide and Wilshire in the certification provided by the   
    Trustee, or Countrywide in the certification provided by the Custodians.

(2)   Only in the certification by the Custodians.                              

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 EXHIBIT F

FORM OF DOCUMENT CERTIFICATION
 AND EXCEPTION REPORT OF [CUSTODIAN] [TRUSTEE]

[date]

[Depositor]                                                                     

[Servicers](1)                                                                  

[Trustee](2)                                                                    

___________________                                                             
___________________                                                             

          Re:   Pooling and Servicing Agreement among GS Mortgage Securities
               Corp., as Depositor, NC Capital Corporation, as Responsible
                  Party, JPMorgan Chase Bank, National Association, as Servicer,
              Countrywide Home Loans Servicing LP, as Servicer, Wilshire
               Credit Corporation, as Servicer, J.P. Morgan Trust Company,
                  National Association, as Custodian, Wells Fargo Bank, N.A., as
          Custodian and Deutsche Bank National Trust Company, as
Trustee, GSAMP Trust, 2005-HE3              

Gentlemen:                                                                      

In accordance with Section 2.02 of the above-captioned Pooling and  
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
[Custodian] [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:                     

        (i) The original Mortgage Note, endorsed in the form provided in
     Section 2.01 of the Pooling and Servicing Agreement, with all intervening
    endorsements showing a complete chain of endorsement from the originator
to the last endorsee.                                               

        (ii) The original recorded Mortgage or a certified copy thereof.

      (iii) A duly executed Assignment of Mortgage endorsed in blank
[2.01(b)(v)] in the form provided in Section 2.01 of the Pooling and
      Servicing Agreement; or, if the [Custodian] [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).                

      (iv) The original or duplicate original recorded assignment or
   assignments of the Mortgage showing a complete chain of assignment from
the originator to the last endorsee.                                

         (v) 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 [Custodian] [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 Pooling and Servicing Agreement. The          
[Custodian] [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 collectability,            
insurability, effectiveness or suitability of any such Mortgage Loan or the     
perfection or priority of any Mortgage. Notwithstanding anything herein to the  
contrary, the [Custodian] [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 Pooling and Servicing Agreement.               

                                 J.P. MORGAN TRUST COMPANY, NATIONAL
                             ASSOCIATION, as Custodian

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:__________________________________]

                     WELLS FARGO BANK, N.A.,
                as Custodian

                               By:______________________________
                               Name:____________________________
                               Title:___________________________

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                      as Trustee

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:__________________________________]

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

(1)   JPMorgan and Countrywide in the certification provided by the Trustee, or 
Countrywide in the certification provided by the Custodians.        

(2)   Only in the certification by the Custodians.                              

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 EXHIBIT G

 RESIDUAL TRANSFER AFFIDAVIT

 GSAMP Trust 2005-HE3,
Mortgage Pass-Through Certificates

STATE OF                )                                                       
) ss.:                          
COUNTY OF               )                                                       

    The undersigned, being first duly sworn, deposes and says as
follows:                                                                        

    1. The undersigned is an officer of ___________________, the
proposed Transferee of an Ownership Interest in a Residual Certificate (the     
"Certificate") issued pursuant to the Pooling and Servicing Agreement dated as  
of June 1, 2005 (the "Agreement"), among GS Mortgage Securities Corp., as       
depositor (the "Depositor"), NC Capital Corporation, as Responsible Party,      
Countrywide Home Loans Servicing LP, as servicer, JPMorgan Chase Bank, National 
Association, as servicer, Wilshire Credit Corporation, as servicer              
(collectively, the "Servicers"), J.P. Morgan Trust Company, National            
Association, as custodian, Wells Fargo Bank, N.A., as custodian (collectively,  
the "Custodians") and Deutsche Bank National Trust Company, as trustee (the     
"Trustee"). Capitalized terms used, but not defined herein or in Exhibit 1      
hereto, shall have the meanings ascribed to such terms in the Agreement. The    
Transferee has authorized the undersigned to make this affidavit on behalf of   
the Transferee for the benefit of the Depositor and the Trustee.                

           2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its   
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.                                     

         3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not     
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such Transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that 
such subsequent Transferee is a Permitted Transferee and, at the time of        
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

         4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any    
time during the taxable year of the pass-through entity a Person that is not a  
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this   
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,   
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another     
Person.)                                                                        

           5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement and understands the legal consequences of the acquisition of an   
Ownership Interest in the Certificate including, without limitation, the        
restrictions on subsequent Transfers and the provisions regarding voiding the   
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the          
restrictions noted on the face of the Certificate. The Transferee understands   
and agrees that any breach of any of the representations included herein shall  
render the Transfer to the Transferee contemplated hereby null and void.        

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the       
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit H to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.                           

           7. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands   
that the taxes payable with respect to the Certificate may exceed the cash flow 
with respect thereto in some or all periods and intends to pay such taxes as    
they become due. The Transferee does not have the intention to impede the       
assessment or collection of any tax legally required to be paid with respect to 
the Certificate.                                                                

         8. The Transferee's taxpayer identification number is __________.

     9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).                                                                    

 10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury         
regulations promulgated pursuant to the Code and that the transferor of a       
noneconomic residual interest will remain liable for any taxes due with respect 
to the income on such residual interest, unless no significant purpose of the   
transfer was to impede the assessment or collection of tax.                     

           11. The Transferee will not cause income from the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the     
meaning of an applicable income tax treaty, of the Transferee or any other U.S. 
person.                                                                         

12. Check one of the following:                         

           |_| The present value of the anticipated tax liabilities associated
with holding the Certificate, as applicable, does not exceed the sum of:        

            (i)   the present value of any consideration given to the Transferee
to acquire such Certificate;                

            (ii)  the present value of the expected future distributions on such
Certificate; and                            

         (iii) the present value of the anticipated tax savings associated
                with holding such Certificate as the related REMIC generates
losses.                                     

          For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code    
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the 
highest rate specified in Section 11(b) of the Code if the Transferee has been  
subject to the alternative minimum tax under Section 55 of the Code in the      
preceding two years and will compute its taxable income in the current taxable  
year using the alternative minimum tax rate) and (ii) present values are        
computed using a discount rate equal to the short-term Federal rate prescribed  
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.                                                  

       |_| The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,                   

        (i)   the Transferee is an "eligible corporation," as defined in
              U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
               which income from the Certificate will only be taxed in the
United States;                              

  (ii)  at the time of the transfer, and at the close of the
           Transferee's two fiscal years preceding the year of the
           transfer, the Transferee had gross assets for financial
            reporting purposes (excluding any obligation of a person
                 related to the Transferee within the meaning of U.S. Treasury
             Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
    million and net assets in excess of $10 million;

          (iii) the Transferee will transfer the Certificate only to another
       "eligible corporation," as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
             and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
Regulations; and                            

       (iv)  the Transferee determined the consideration paid to it to
                  acquire the Certificate based on reasonable market assumptions
            (including, but not limited to, borrowing and investment
       rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
            to the Transferee) that it has determined in good faith.

|_| None of the above.                                  

          13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a  
plan subject to any Federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting  
on behalf of or investing plan assets of such a plan.                           

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           IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its 
duly authorized officer and its corporate seal to be hereunto affixed, duly     
attested, this __ day of ________, 20__.                                        

                                     _______________________________________
                      Print Name of Transferee

                                     By:____________________________________
         Name:
          Title:

[Corporate Seal]                                                                

ATTEST:                                                                         

_________________________________                                         
[Assistant] Secretary                                                     

          Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to 
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.           

     Subscribed and sworn before me this __ day of ________, 20__.

                                     _______________________________________
                                                   NOTARY PUBLIC

                              My Commission expires the __ day
                of _________, 20__

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 EXHIBIT H

FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention:                                                                      

Deutsche Bank National Trust Company,                                           
as Trustee                                                                      
1761 East St. Andrew Place                                                      
Santa Ana, California 92705-4934                                                

      Re:   GSAMP Trust, 2005-HE3, Mortgage Pass-Through Certificates, 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 I

FORM OF RULE 144A LETTER

                                                              ____________, 20__

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention:                                                                      

Deutsche Bank National Trust Company,                                           
as Trustee                                                                      
1761 East St. Andrew Place                                                      
Santa Ana, California 92705-4934                                                

     Re:   GSAMP Trust 2005-HE3, Mortgage Pass-Through Certificates, Class [ ]

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is exempt 
from the registration requirements of the Act and any such laws, (b) we have    
such knowledge and experience in financial and business matters that we are     
capable of evaluating the merits and risks of investments in the Certificates,  
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating  
thereto or any additional information deemed necessary to our decision to       
purchase the Certificates, (d) either we are not an employee benefit plan that  
is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of  
the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to
any Federal, state or local law materially similar to the foregoing provisions  
of ERISA or the Code, nor are we acting on behalf of any such plan or           
arrangement nor using the assets of any such plan or arrangement to effect such 
acquisition, or, with respect to a Class X Certificate, the purchaser is an     
insurance company that is purchasing this certificate with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of 
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the       
purchase and holding of such Certificates are covered under Sections I and III  
of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered,    
transferred, pledged, sold or otherwise disposed of the Certificates, any       
interest in the Certificates or any other similar security to, or solicited any 
offer to buy or accept a transfer, pledge or other disposition of the           
Certificates, any interest in the Certificates or any other similar security    
from, or otherwise approached or negotiated with respect to the Certificates,   
any interest in the Certificates or any other similar security with, any person 
in any manner, or made any general solicitation by means of general advertising 
or in any other manner, or taken any other action, that would constitute a      
distribution of the Certificates under the Securities Act or that would render  
the disposition of the Certificates a violation of Section 5 of the Securities  
Act or require registration pursuant thereto, nor will act, nor has authorized  
or will authorize any person to act, in such manner with respect to the         
Certificates, and (f) we are a "qualified institutional buyer" as that term is  
defined in Rule 144A under the Securities Act and have completed either of the  
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We 
are aware that the sale to us is being made in reliance on Rule 144A. We are    
acquiring the Certificates for our own account or for resale pursuant to Rule   
144A and further, we understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified          
institutional buyer that purchases for its own account or for the account of a  
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another    
exemption from registration under the Securities Act.                           

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                                                            ANNEX 1 TO EXHIBIT I

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 $ (5) 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 Transferor

                                     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 I

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 Transferor

                                     By:____________________________________
         Name:
          Title:

            IF AN ADVISER:

                                     _______________________________________
                 Print Name of Buyer

                                     Date:__________________________________

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 EXHIBIT J
 FORM OF INVESTMENT LETTER (NON-RULE 144A)

                      __________________
        Date

GS Mortgage Securities Corp.                                                    
85 Broad Street                                                                 
New York, New York 10004                                                        
Attention:  Kevin Gasvoda                                                       

Deutsche Bank National Trust Company                                            
1761 East St. Andrew Place                                                      
Santa Ana, California 92705                                                     

       Re:   GSAMP Trust 2005-HE3, Mortgage Pass-Through Certificates,
Series 2005-HE3, Class [__]                 

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is exempt 
from the registration requirements of the Act and any such laws, (b) we are an  
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2), 
(3) or (7) of Regulation D under the Act, and have such knowledge and experience
in financial and business matters that we are capable of evaluating the merits  
and risks of investments in the Certificates, (c) we have had the opportunity to
ask questions of and receive answers from the Depositor concerning the purchase 
of the Certificates and all matters relating thereto or any additional          
information deemed necessary to our decision to purchase the Certificates, (d)  
either we are purchasing a Class X Certificate, or we are not an employee       
benefit plan that is subject to the Employee Retirement Income Security Act of  
1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 
4975 of the Internal Revenue Code of 1986, as amended (the "Code") or a plan    
subject to any federal, state or local law materially similar to the foregoing  
provisions of ERISA or the Code, nor are we acting on behalf of any such plan or
arrangement nor using the assets of any such plan or arrangement to effect such 
acquisition, (e) we are acquiring the Certificates for investment for our own   
account and not with a view to any distribution of such Certificates (but       
without prejudice to our right at all times to sell or otherwise dispose of the 
Certificates in accordance with clause (g) below), (f) we have not offered or   
sold any Certificates to, or solicited offers to buy any Certificates from, any 
person, or otherwise approached or negotiated with any person with respect      
thereto, or taken any other action which would result in a violation of Section 
5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any    
Certificates unless (1) such sale, transfer or other disposition is made        
pursuant to an effective registration statement under the Act or is exempt from 
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that   
such sale, transfer or other disposition may be made pursuant to an exemption   
from the Act, (2) the purchaser or transferee of such Certificate has executed  
and delivered to you a certificate to substantially the same effect as this     
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement.       

                                     _______________________________________
                      Print Name of Transferor

                                     By:____________________________________
         Name:
          Title:

Date:       

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 EXHIBIT K
 FORM OF REQUEST FOR RELEASE
(for [Custodians] [Trustee])

To:   [Address]                                                                 

Re:                                                                 

           In connection with the administration of the Mortgage Loans held by
you as the [Custodian] [Trustee] on behalf of the Certificateholders we request 
the release, and acknowledge receipt, of the (Custodial File/[specify           
documents]) for the Mortgage Loan described below, for the reason indicated.    

Mortgagor's Name, Address & Zip Code:                                           

Mortgage Loan Number:                                                           

Reason for Requesting Documents (check one)                                     

____1.      Mortgage Loan Paid in Full. (The Company hereby certifies that all  
          amounts received in connection therewith have been credited to the
   Collection Account as provided in the Pooling and Servicing
Agreement.)                                             

____2.      Mortgage Loan Repurchase Pursuant to Section 2.03, 2.08 or 3.28 of  
          the Pooling and Servicing Agreement. (The Company hereby certifies
     that the repurchase price has been credited to the Collection
    Account as provided in the Pooling and Servicing Agreement.)

____3.      Mortgage Loan Liquidated by _________________. (The Company hereby  
           certifies that all proceeds of foreclosure, insurance, condemnation
           or other liquidation have been finally received and credited to the
            Collection Account pursuant to the Pooling and Servicing Agreement.)

____4.      Mortgage Loan in Foreclosure.                                       

____5.      Other (explain).__________________________________________________  

If box 1, 2 or 3 above is checked, and if all or part of the Custodial File was 
previously released to us, please release to us our previous request and receipt
on file with you, as well as any additional documents in your possession        
relating to the specified Mortgage Loan. If Box 4 or 5 above is checked, upon   
our return of all of the above documents to you as the [Custodian] [Trustee],   
please acknowledge your receipt by signing in the space indicated below, and    
returning this form, if requested.                                              

Address to which [Custodian] [Trustee]                                          
Deliver the Trustee's Mortgage File:    ________________________________________
                                        ________________________________________
                                        ________________________________________

                                        By:_____________________________________
                                       (authorized signer)

                                        Issuer:_________________________________
                                        Address:________________________________
                                        ________________________________________
                                        Date:___________________________________

Trustee                                                                         

Acknowledged receipt by:                                                        

[J.P. Morgan Trust Company, National Association,                               
as Custodian                                                                    

By:__________________________________________________                           
Name:                                                                     
Title:                                                                    
Date]                                                                     

[Wells Fargo Bank, N.A.,                                                        
as Custodian                                                                    

By:__________________________________________________                           
Name:                                                                     
Title:                                                                    
Date]                                                                     

[Deutsche Bank National Trust Company, as Trustee                               

By:__________________________________________________                           
Name:                                                                     
Title:                                                                    
Date]                                                                     

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 EXHIBIT L

CONTENTS OF EACH MORTGAGE FILE

           With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the     
Purchaser and which shall be retained by the applicable Servicer or delivered to
and retained by the applicable Custodian or the Trustee, as applicable:         

           (i) the original Mortgage Note bearing all intervening endorsements
     endorsed "Pay to the order of _____________, without recourse" and signed
    in the name of the last endorsee. To the extent that there is no room on
    the face of any Mortgage Note for an endorsement, the endorsement may be
 contained on an allonge, if state law so allows and the Trustee is so
advised by the Depositor that state law so allows;                  

       (ii) except with respect to the Mandalay Mortgage Loans and the
Conduit Mortgage Loans, the original of any guarantee executed in   
connection with the Mortgage Note;                                  

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

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

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

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

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

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

            (vii) the original or duplicate lender's title policy and any riders
   thereto or, any one of an original title binder, an original or copy of
the preliminary title report or an original or copy of the title    
commitment, and if, copies then certified by the title company;     

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

(ix) residential loan application;                      

(x) Mortgage Loan closing statement;                    

  (xi) verification of employment and income, if applicable;

         (xii) verification of acceptable evidence of source and amount of
down payment;                                                       

(xiii) credit report on Mortgagor;                      

(xiv) residential appraisal report;                     

(xv) photograph of the Mortgaged Property;              

(xvi) survey of the Mortgaged Property;                 

           (xvii) copy of each instrument necessary to complete identification
     of any exception set forth in the exception schedule in the title policy,
i.e., map or plat, restrictions, easements, sewer agreements, home  
association declarations, etc.;                                     

(xviii) all required disclosure statements;             

     (xix) if required in an appraisal, termite report, structural
engineer's report, water potability and septic certification;       

(xx) sales contract, if applicable; and                 

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

          Evidence of payment of taxes and insurance, insurance claim files,
correspondence, current and historical computerized data files (which include   
records of tax receipts and payment history from the date of origination), and  
all other processing, underwriting and closing papers and records which are     
customarily contained in a mortgage loan file and which are required to document
the mortgage loan or to service the mortgage loan.                              

EX-4
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Just 54th
 EXHIBIT M

 SERVICER REPORTING REQUIREMENTS

Data File Layout

GOLDMAN SACHS LOAN SERVICER INFORMATION REQUEST LIST                            

Legend:                 
A=Available at Inception
T=Tech staff to resolve 
      B=Best efforts to provide data
N=Not available         

FIELD NAME                  FIELD DESCRIPTION                           FORMAT  

ONE TIME, STATIC    Legend                                                      
FIELDS                                                                          

Loan Number            A    Loan Number currently being used to         Text    
service this loan.      

Prior Loan Number      A    Prior Loan Number (if any). If servicing    Text    
               has transferred this should contain the
        Loan Number used by the previous
servicer.               

Trustee File Number    T    Trustee ID used to file documents. This     Text    
         can be the Trustee's only id or a
               category used to arrange documents into
proper pools.           

Trustee Loan Number    T    Trustee secondary ID used to file           Text    
        documents. Often this is used in
               conjunction with Trustee File Number to
uniquely identify loans.

Origination Date       A    Origination Date shown on loan documents.   Date    

Original Balance       A    Original amount of loan granted to          Numeric 
             borrower. In the case of construction
            loans this should be the full amount
              extended on which the monthly payments
are based.              

First Payment Date     A    This is the contractual date when the first payment 
                          was to be made. If the loan has been modified this
                  should be the first scheduled payment date
   following the modification.

Original Maturity      A    This is the contractual date when the       Date    
Date                        last payment on the loan is scheduled to            
              be made. For balloons it should be the
           balloon date. For modified loans it
                 should not be the modified maturity date.

Original Term          A    The number of months from First Payment     Number  
        Date to Maturity Date inclusive.

Balloon Flag           A    Code/literal to identify balloon loans.     Text    
Example: Y, N.          

Loan Type              A    Code/literal to identify the loan type.     Text    
   See Enumerations worksheet.

Amortization Type      A    Generic category to describe loan type.     Text    
   See Enumerations worksheet.

Original               A    Original Amortization Term of the loan in   Number  
Amortization Term           number of months. For fully amortizing              
                 loans would be the same as Original Term.
           For balloon loans this would exceed
              Original Term. For IO loans this would
have no value.          

Interest               A    The basis on which interest is                      
Calculation Method          calculated. See Enumerations worksheet.             

Daily Simple           T    Flag to identify loans where interest is due is     
Interest Flag               calculated based on the date that each payment is   
actually received.      

Original Principal     A    Original contractual principal and          Number  
and Interest                interest payment amount.                            

Original Interest      A    Original contractual interest rate for              
Rate                        loan.                                               

Negative               A    Code/literal to identify loans where        Text    
Amortization Flag           negative amortization is allowed.                   
              Example: Y=neg am allowed, N=no neg am
allowed.                

Negam Percent Cap      A    Maximum percentage of original balance      Number  
               that a loan may negatively amortize by.
Example: 1.25, 1,10.    

Servicing Fee          A    Servicing Fee rate due servicer. Example:   Number  
0.25%.                  

Property Type          A    Code/literal that identifies the type of    Text    
       property securing the loan. See
Enumerations worksheet. 

Property Address       A    Property address, not billing address.      Text    

Property City          A    Property city.                              Text    

Property State         A    Property state.                             Text    

Property Zip           A    Property zip.                               Number  

Borrower Name          A    Name of borrower. Preferably in a fixed     Text    
format. Example: SMITH  
JOHN                  W.

CoBorrower Name        A    Name of Co borrower. Preferably in a        Text    
    fixed format. Example: SMITH
JOHN                  W.

Borrower Social        A    Eleven character ID. Example: 111-22-       Number  
Security                    3333.                                               
Number/TIN                                                                      

CoBorrower Social      A    Eleven character ID. Example: 111-22-       Number  
Security                    3333.                                               
Number/TIN                                                                      

Original FICO score    A    Credit bureau score obtained at             Number  
application.            

Original Credit        A    Internal credit grade assigned at           Text    
Grade                       origination.                                        

Original Loan To       A    Ratio representing the Original Loan Balance to the 
Value Ratio                 lower of the Original Appraised Value or Original   
       Purchase Price. Example: 80.00.

Original Appraised     A    Appraised value at time of application.     Number  
Value                                                                           

Original Appraisal     A    Date of the original Appraisal              Date    
Date                                                                            

Original Appraisal     A    Name of the Appraisal firm                  Text    
Firm                                                                            

Original Purchase      A    Price paid for home.                        Number  
Price                                                                           

Purchase BPO           A    BPO at the time of Purchase by GS.          Number  

Purchase BPO Date      A    Date of the Purchase BPO                    Date    

Lien Position          A    Number used to identify the lien position   Number  
             in effect at the time of application.
Example: 1, 2, 3        

PMI Provider           A    Name or code for company providing                  
   private mortgage insurance.

PMI Coverage           A    Percentage of insurance provided by PMI             
Percentage                  agreement.                                          

PMI Certificate ID     A    Unique ID to identify PMI insurance                 
certificate.            

Occupancy Type         A    Occupancy status at time of application.    Text    
   See Enumerations worksheet.

Purpose of Loan        A    Code/literal used to identify the           Text    
         original purpose of the loan. See
Enumerations worksheet. 

Prepayment Flag        A    Code/Flag to determine if loan was          Text    
             originated with a prepayment penalty.

Prepayment Penalty     T    Code/literal to identify characteristics    Text    
Type                        of penalty. Example: 6 MO INT ON 80%                
OBAL, 5/4/3/2/1, 3%.    

Prepayment Term        A    Original number of months that penalty      Number  
was imposed.            

Front Ratio            T    Front End Ratio at time of application.     Number  
         Mortgage debt to borrower income.

Back Ratio             T    Back End Ratio at time of application.      Number  
      Total debt to borrower income.

MONTHLY LOAN DATA                                                               
UPDATES                                                                         

As Of Date             A    As Of Date for data sent.                   Date    

Loan Number            A    Loan Number currently being used to         Number  
service this loan.      

Investor Number        A    This is the servicer assigned number for    Number  
reporting purposes.     

Investor Category      A    This is the servicer assigned category              
for reporting purposes. 

Current Maturity       A    This is the actual date when the last       Date    
Date                        payment on the loan is scheduled to be              
           made. For balloons it should be the
           balloon date. For modified loans it
             should be the modified maturity date.

Remaining Term         A    The Remaining Term of the loan              Number  

Current Principal &    A    Principal & Interest in effect for          Number  
Interest Payment            currently outstanding payment.                      

Current Interest       A    Interest Rate in effect for currently       Number  
Rate                        outstanding payment.                                

Next Due Date          A    Date next payment is due.                           

Interest Paid To       A    Date interest is paid to. Typically for 30/360      
Date                        loans it is one month prior to Next Due Date.       

Last Payment Date      A    Date last payment was made.                 Date    

Current Balance        A    Actual outstanding balance of loan.         Number  

Current Balance Net    T    The net present value of the current        Number  
Present Value               balance                                             

Days Past Due          A    Number of days loan is past due.                    

Delinquency                 Indicates if ABS or MBS method for                  
Convention                  reporting delinquencies is used.                    

Delinquency Status     A    Indicates delinquency reported. Example:    Number  
30, 60, 90.             

Status of Loan         A    Code/literal used to identify loan          Text    
           status. See Enumerations worksheet.

12 Month Pay String    T    12 character string representing the timing of      
                      payments received on a rolling 12 month basis.
                     String should begin with January and end with
December.               

Time 30 Days           A    Indicates the number of times a loan payment has    
Delinquent in Past          been made 30 or more days delinquent in the past 12 
12 Months                   months.                                             

Time 60 Days           A    Indicates the number of times a loan payment has    
Delinquent in Past          been made 60 or more days delinquent in the past 12 
12 Months                   months.                                             

Time 90 Days           A    Indicates the number of times a loan payment has    
Delinquent in Past          been made 90 or more days delinquent in the past 12 
12 Months                   months.                                             

Last Modification      B    Date that loan was last modified.                   
Date                                                                            

Last Extension Date    B    Date loan term was last extended.                   

Total Extension        B    Number of months loan has been extended             
Months                      in total.                                           

Restructured           B    Total amount of restructured interest.              
Interest                                                                        

Property Sale Date     A    Date property sold.                         Date    

Debt To Income         A    Debt To Income Ratio                        Number  
Ratio                                                                           

Senior Lien Amount     A    Most recently recorded senior lien          Number  
amount.                 

Recent Property        A    Most recent appraised value or BPO value.   Number  
Valuation                                                                       

Recent Property        A    Date of most recent valuation.              Date    
Valuation Date                                                                  

Valuation Method       A    Identify method used to obtain new          Text    
              valuation. See Enumerations worksheet.

Valuation Firm         T    Name of the Firm who appraised the          Text    
property                

Current FICO           T    Current FICO score.                         Number  

FICO Date              T    FICO Date.                                  Date    

MONTHLY SERVICING                                                               
UPDATES                                                                         

Borrower Payments                                                               

Total Monthly          A    Total cash received from borrower.          Number  
Payment                                                                         

Total Monthly          A    Cash applied to principal.                  Number  
Payment Principal                                                               

Total Monthly          A    Cash applied to interest.                   Number  
Payment Interest                                                                

Total Monthly          A    Cash applied to fees.                       Text    
Payment Penalties /                                                             
Fee                                                                             

Total Monthly          A    Cash applied to escrow account.             Number  
Escrow Payment                                                                  

Total Monthly          T    Total amount borrower prepaid               Number  
Prepayment Amount                                                               

Payment Date           A    Date the payment was made.                  Date    

Scheduled P&I          A    Borrower Scheduled P&I payment for the      Number  
month                   

REO Rent Collection    A    Collection of rent on an REO Property               

Servicer Payments                                                               

Monthly Escrow         A    Net escrow advances made or recovered by    Number  
Advances                    servicer. Positive value denotes payments           
made by servicer.       

Monthly Corporate      A    Net corporate advances made or recovered    Number  
Advances                    by servicer. Positive value denotes                 
  payments made by servicer.

Monthly Non            A    Net Non Recoverable Corporate Advances      Number  
Recoverable                 made or recovered by Servicer. Positive             
Corporate Advances          value denotes payments made by Servicer.            

Principal Advances     A    Total outstanding principal advances made   Number  
by servicer.            

Interest Advances      A    Total outstanding interest advances made    Number  
by servicer.            

LPMI Flag              A    Code/Flag to determine if PMI is paid by    Text    
owner of loan           

LPMI Rate              A    Rate per annum of LPMI premiums             Number  

Account Balances                                                                

Beginning Scheduled    A    Beginning scheduled loan balance. If the    Number  
Balance                     loan is serviced on a scheduled balance             
basis                   

Ending Scheduled       A    Ending scheduled loan balance. If the               
Balance                     loan is serviced on a scheduled balance             
basis                   

Escrow Balance         A    Current balance of escrow account           Number  
    (borrower's positive funds).

Escrow Advance         A    Total outstanding escrow advance balance.   Number  
Balance                                                                         

Recoverable            A    Total outstanding Recoverable corporate     Number  
Corporate Advance           advance balance amount.                             
Balance                                                                         

Non Recoverable        A    Total outstanding Non Recoverable           Number  
Corporate Advance           corporate advance balance amount.                   
Balance                                                                         

Suspense Account       A    Total suspense account balance              Number  
Balance                                                                         

Accrued Interest       A    Total Accrued Interest on loan.             Number  

Account Management                                                              
Statistics                                                                      

Forced Placed          T    Code indicating loan is on forced placed            
Insurance Flag              insurance.                                          

Annual Forced          T    Amount of forced placed policy.                     
Placed Insurance                                                                

Stop Advance Flag      B    Code indicating loan has been placed in a   Text    
            stop advance status. Example: Y=Stop
Advance.                

Stop Advance           B    Amount of principal and interest advances           
Recovered                   recovered at stop date.                             

Stop Advance Start     B    Date loan was initially placed on a stop    Date    
Date                        advance status.                                     

Stop Advance           B    Date stop advance status was reversed.      Date    
Reversal Date                                                                   

Stop Advance           B    Amount of advances reversed.                Number  
Reversal Amount                                                                 

Last Contact Date      A    Date of Servicer's last contact with the    Date    
borrower.               

Last Attempt Date      A    Date of the Servicer's last attempt to      Date    
contact the borrower.   

Bankruptcy Flag        A    Flag indicating loan is in bankruptcy.      Text    

Bankruptcy Chapter     A    Chapter of bankruptcy (7, 11, 12, 13).      Text    

Bankruptcy Start       A    Bankruptcy filing date.                     Date    
Date                                                                            

Bankruptcy End Date    A    Dismissal/Discharge date.                   Date    

Bankruptcy Post        A    Payment due date of Bankruptcy payment      Date    
Petition Due Date           plan. In essence the new due date.                  

Motion for Relief      A    Motion for Relief Request Date.             Date    
Request Date                                                                    

Motion for Relief      A                                                Date    
Filing Date                                                                     

Motion for Relief      A    Motion for Relief Hearing Date.             Date    
Hearing Date                                                                    

Motion for Relief      A    Motion for Relief Granted Date.             Date    
Granted Date                                                                    

Motion for Relief      N    Date the motion was Denied (if              Date    
Denied Date                 applicable)                                         

In Demand Flag         T    Code indicating demand letter has been      Text    
sent.                   

In Demand Start        T    Date demand letter was sent.                Date    
Date                                                                            

In Demand End Date     T    Expiration of demand letter.                Date    

Foreclosure Start      A    Date foreclosure flag placed on loan.       Date    
Date                                                                            

Due Date At            T    The revised due date on any payment         Date    
Referral                    modification.                                       

Foreclosure            T    On loans that are in Foreclosure the Servicers      
Estimated End Date          estimate of when the FCL will be completed.         

Foreclosure Sale       A    Date of actual foreclosure sale.            Date    
Date                                                                            

Foreclosure end        T    Date of recording of foreclosure deed.      Date    
date                                                                            

First Legal Date       A    Date of first legal action taken on         Date    
foreclosure.            

Foreclosure            B    Indicates if the loan has moved out of      Number  
Resolution Flag             foreclosure (i.e. Did not go to REO).               

Foreclosure            B    Method used by the servicer to prevent the          
Resolution Type             foreclosed loan from moving into REO (i.e.          
                  Reinstated, Paid Off, Worked out Repayment
plan....).              

Foreclosure On Hold    B    Flag indicating that the loan is in                 
foreclosure but on hold.

Foreclosure Hold       B    Date indicating when the loan's             Date    
Start Date                  foreclosure proceedings were put on hold.           

Bankruptcy Cash        B    Number of days an active foreclosure has been in BK 
Delays                      subsequent to its initial foreclosure start date.   

Forbearance Cash       B    Number of days an active foreclosure has been in    
Delays                      forbearance subsequent to its initial foreclosure   
start date.             

Non - Cash Delays      B    Number of allowable days that a loan's foreclosure  
                       proceedings have been on hold due to a non cash
                          delay (i.e. Title problem...) [again as per Fannie
time line]              

Forbearance Start      A    Date forbearance plan was initiated.        Date    
Date                                                                            

Forbearance Payment    A    Amount of payment under Forbearance plan.   Number  

Forbearance End        A    Date forbearance plan scheduled to be       Date    
Date                        complete.                                           

Eviction Start Date    A    Date eviction flag placed on loan.          Date    

Eviction End Date      A    Date property is vacated.                   Date    

REO Start Date         A    Date REO flag placed on loan (including     Date    
any redemption periods).

REO End Date           A    Date property is sold.                      Date    

REO Sub Status         A    Status while within REO. See Enumerations           
worksheet.              

Not Acquired Date      T    Date that the REO enters "Not Acquired"     Date    
sub status              

Eviction Date          A    Date that the REO enters "Eviction" sub     Date    
status                  

Possession Date        T    Date that the REO enters "Possession" sub   Date    
status                  

Listed Date            A    Date that the REO enters "Listed" sub       Date    
status                  

Under Contract Date    T    Date that the REO enters "Under Contract"   Date    
sub status              

Estimated Sale Date    A    Servicer estimated closing date on loan     Date    

Days In REO            A    Number of Days from the REO becomes         Number  
    marketable to the As of Date

Estimated Sales        A    Servicer estimated REO Sales Price          Number  
Price                                                                           

Possession Date        A    Date when the servicer takes possession of the      
                           property. Date we have full access to the property,
eviction completed      

Redemption End Date    A    Legal time period, determined by State, when        
                        borrower can redeem their property. Property not
                         available for sale until redemption completed (no
         beginning date, just an end date)

Initial Listing        A    First listing price of property.            Number  
Price                                                                           

Initial Listing        A    Date of the first listing price of          Date    
Date                        property                                            

Current List Price     A    Most recent listing price of property.      Number  

Current List Date      A    Date of the most recent listing price of    Date    
property.               

Reason For Default     A    Servicer Code representing the Reason for Default.  
   See Enumerations worksheet.

LIQUIDATED LOANS (Liquidated and Paid Off loans)                                

Termination Type       A    Type of liquidation. See Enumerations       Text    
worksheet.              

Balance at             A    Actual Principal balance at time of         Number  
Termination                 termination.                                        

Scheduled Sale Date    A    Dates of planned sales for properties in    Date    
Foreclosure             

Property Sales Price   A    Sales price if liquidation was short sale   Number  
or REO sale.            

Liquidation Date       A    Date property liquidated.                   Date    

Gross Total Proceeds   A    Gross Total Proceeds.                       Number  

Net Total Proceeds     A    Gross total proceeds less expenses.                 

Principal Advanced     A    Total of principal advanced at time of      Number  
liquidation.            

Interest Advanced      A    Total of interest advanced at time of       Number  
liquidation.            

Deferred Interest      T    Amount of deferred interest on the loan @   Number  
liquidation             

Accrued Servicing      T    Servicing fee recovered at time of          Number  
Fee Recovered               liquidation.                                        

Corporate Advances     A    The amount of the Total Corporate Advance   Number  
Recovered at                balance recovered at termination                    
Termination                                                                     

Escrow Advances        A    The amount of the Total Escrow Advance      Number  
Recovered at                balance recovered at termination                    
Termination                                                                     

Commission             A    The broker commission amount on             Number  
liquidation             

Seller Concession      A    The dollar amt of seller concessions upon   Number  
liquidation.            

Taxes                  A    Taxes paid on liquidation                   Number  

Repairs                A    Cost of Repairs to property                 Number  

Water and Sewer        A    Water & Sewer costs                         Number  

Expenses Recovered     A    The amount of the Total Expenses            Number  
at Termination              recovered at termination                            

Corporate Advances     A    Corporate advance balance at time of        Number  
at Termination              liquidation.                                        

Escrow Advances at     T    Escrow advance balance at time of           Number  
Termination                 liquidation.                                        

Days from              A    Days from Acquisition to Close              Number  
Acquisition to Close                                                            

Days from Possession   A    Days from Possession to Close               Number  
to Close                                                                        

Charge-off amount      A    Loss amount.                                Number  

Severity               A    Severity percentage.                                

Severity Formula       A    Formula for calculating Severity            Text    
percentage.             

Potential Deficiency   N    Flag indicating loan is referred for        Text    
Judgment Flag               deficiency collections.                             

Potential Deficiency   N    Deficiency balance reported to              Number  
Amount                      borrower/IRS.                                       

Deficiency Proceeds    N    Deficiency proceeds collected in current    Number  
(this period)               month.                                              

Deficiency Proceeds    N    Deficiency proceeds collected to date.      Number  
Total (to date)                                                                 

Deficiency Vendor      N    Deficiency vendor out of pocket expenses.   Number  
Expense                                                                         

Deficiency Servicer    N    Deficiency vendor collection fee            Number  
Expense                                                                         

Hazard Insurance       B    Date hazard claim filed.                    Date    
Claim Date                                                                      

Hazard Insurance       B    Date hazard claim due.                      Number  
Claim Due Date                                                                  

Hazard Insurance       B    Amount of hazard claim.                     Date    
Claim Amount                                                                    

Hazard Insurance       B    Amount of hazard claim paid to investor.    Number  
Claim Paid Amount                                                               

MI Insurance Claim     A    Date MI claim filed.                                
Date                                                                            

MI Insurance Claim     A    Date MI claim is due to be paid.                    
Due Date                                                                        

MI Insurance Claim     A    Expected MI proceeds.                               
Amount                                                                          

MI Insurance Claim     A    Actual MI proceeds received.                        
Paid Amount                                                                     

Servicer Hold Back     B    Amount servicer withholds for future                
Amount                      trailing expenses.                                  

Interest                                                                        
Calculation Method                                                              
3360                    30/360                                                  
A360                    Actual/360                                              
A365                    Actual/365                                              
AA                      Actual/Actual                                           

Loan Type                                                                       
COMI                    Conventional, with mi.                                  
Collecting a premium from the   
borrower for mortgage insurance 
and is FHA and is VA            
CONV                    Conventional, no mi                                     
FHA                     FHA Mortgage                                            
HEL                     Home Equity Line of credit                              
CC                      Credit Card                                             
A                       Auto                                                    
B                       Boats                                                   
RV                      RV's                                                    
MFG                     Manufactured Housing                                    
ATV                     ATV                                                     
VA                      VA Mortgage                                             
OTH                     Other                                                   

Occupancy Type                                                                  
2ND                     2nd Home                                                
NOO                     Non Owner Occupied                                      
OO                      Owner Occupied                                          
VA                      Vacant                                                  

Property Type                                                                   
2F                      2 Family                                                
3F                      3 Family                                                
4F                      4 Family                                                
2-4F                    2-4 Family                                              
AUTO                    Automobile                                              
BOAT                    Boat                                                    
COND                    Condominium                                             
COOP                    Cooperative                                             
HR-CONDO                High Rise Condo                                         
HVAC                    HVAC                                                    
MF                      Multi Family                                            
MH                      Manufactured Housing                                    
MX                      Mixed Use                                               
OF                      Office                                                  
OTH                     Other                                                   
PUDA                    PUD - Attached                                          
PUDD                    PUD - Detached                                          
PWR                     PowerSports                                             
RT                      Retail                                                  
RV                      Recreational Vehicle                                    
SF                      Single Family                                           
TH                      TownHouse                                               

Purpose of Loan                                                                 
PUR                     Purchase                                                
RELO                    Relocation                                              
REFI                    Rate/Term Refinance                                     
CASH                    Cash Out Refinance                                      
DEBT                    Cash Out Debt Consolidation                             
IMPR                    Cash Out Home Improvement                               
EDUC                    Cash Out Medical or Educational                         
Expense                         
TIT1                    Title One Home Improvement                              
CONST                   New Construction                                        
REO                     Facilitate REO                                          

Status of Loan                                                                  
BU                      Bankrupt - Unknown Status                               
C                       Current                                                 
DISP                    Dispute                                                 
F                       Foreclosure                                             
NE                      Non Equity (NPV of current                              
balance < $7,500)               
FB                      Forbearance                                             
ID                      In Demand                                               
LIT                     Litigation                                              
NLS                     No Longer Serviced                                      
PO                      Paid Off- Borrower paid down                            
entire balance                  
REO                     Real Estate Owned - MUST                                
Include a REO sub status        
RSLD                    Resolved                                                
LIQ                     Liquidated - MUST include a                             
Termination Type                
U                       Unknown                                                 

Termination Type                                                                
CO                      Charge Off                                              
COC                     Charge Off with cash possible                           
NLPO                    Negotiated Loan Payoff                                  
NS                      Negotiated Sale                                         
PO                      Paid Off                                                
PPOC                    PPO with More Cash Possible                             
REOS                    REO Sale                                                
TPPO                    Third Party Paid Off                                    

Valuation Method                                                                
DB                      Drive By                                                
WT                      Walk Through                                            
OTH                     Other                                                   
APPR                    Appraisal                                               
DD                      Due Diligence                                           
PRFC                    Pre Foreclosure                                         
SUPP                    Supplemental                                            
RR                      Re-review                                               

REO Sub Status                                                                  
AC                      Acquired                                                
PS                      Possession                                              
EV                      Eviction                                                
LS                      Listed                                                  
UC                      Under Contract                                          

Reason For Default                                                              
ABP                     Abandonment of Property                                 
BF                      Business Failure                                        
CI                      Curtailment Of Income                                   
D                       Death                                                   
EO                      Excessive Obligations                                   
ILL                     Illness                                                 
ITR                     Inability To Rent                                       
MD                      Marital Difficulties                                    
MS                      Military Service                                        
MI                      Mortgagor Incarcerated                                  
N                       No Reason                                               
PD                      Payment Dispute                                         
PP                      Property Problem                                        
SP                      Servicing Problems                                      
TOP                     Transfer Of Ownership Pen                               
UC                      Unable To Contact                                       
UEMP                    Unemployment                                            

EX-4
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Just 55th
 EXHIBIT N

 FORM OF CERTIFICATION TO BE PROVIDED WITH FORM-10-K

Re:   GSAMP Trust 2005-HE3 (the "Trust") Mortgage Pass-Through      
         Certificates, Series 2005-HE3, issued pursuant to the Pooling and
       Servicing Agreement, dated as of June 1, 2005 (the "Pooling and
     Servicing Agreement"), among GS Mortgage Securities Corp., as
           depositor (the "Depositor"), NC Capital Corporation, as responsible
      party (the "Responsible Party"), JPMorgan Chase Bank, National
     Association, as servicer ("JPMorgan"), Countrywide Home Loans
  Servicing LP, as servicer ("Countrywide"), Wilshire Credit
          Corporation, as servicer, ("Wilshire"), J.P. Morgan Trust Company,
  National Association, as custodian (the "J.P. Morgan Trust
           Company"), Wells Fargo Bank, N.A., as custodian ("Wells Fargo") and
        Deutsche Bank National Trust Company, as trustee (the "Trustee")

I, [identify the certifying individual], certify that:                          

1.    I have reviewed this annual report on Form 10-K ("Annual Report"), and all
  reports on Form 8-K containing distribution reports (collectively with
      this Annual Report, the "Reports") filed in respect of periods included in
the year covered by this Annual Report, of the Trust;               

2.    Based on my knowledge, the information in the Reports, taken as a whole,  
     does not contain any untrue statement of a material fact or omit to state
  a material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
the last day of the period covered by this Annual Report;           

3.    Based on my knowledge, the distribution or servicing information required 
to be provided to the Trustee by the Servicers under the Pooling and
Servicing Agreement for inclusion in the Reports is included in the 
Reports;                                                            

4.    Based on my knowledge and upon the annual compliance statement included in
this Annual Report and required to be delivered to the Trustee in   
 accordance with the terms of the Pooling and Servicing Agreement, and
except as disclosed in the Reports, the Servicers have fulfilled its
obligations under the Pooling and Servicing Agreement; and          

5.    The Reports disclose all significant deficiencies relating to the         
     Servicers' compliance with the minimum servicing standards based upon the
   report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
  Mortgage Bankers or similar procedure, as set forth in the Pooling and
Servicing Agreement, that is included in the Reports.               

In giving the certifications above, I have reasonably relied on information     
provided to me by the following unaffiliated parties: the Trustee, JPMorgan,    
Wilshire and Countrywide.                                                       

Date: _________________________                                                 

_______________________________                                                 
[Signature]                                                                     
[Title]                                                                         

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 EXHIBIT O

 FORM OF TRUSTEE CERTIFICATION TO BE PROVIDED TO DEPOSITOR

Re:   GSAMP Trust 2005-HE3 (the "Trust") Mortgage Pass-Through      
         Certificates, Series 2005-HE3, issued pursuant to the Pooling and
       Servicing Agreement, dated as of June 1, 2005 (the "Pooling and
     Servicing Agreement"), among GS Mortgage Securities Corp., as
           depositor (the "Depositor"), NC Capital Corporation, as responsible
      party (the "Responsible Party"), JPMorgan Chase Bank, National
     Association, as servicer ("JPMorgan"), Countrywide Home Loans
  Servicing LP, as servicer ("Countrywide"), Wilshire Credit
          Corporation, as servicer, ("Wilshire"), J.P. Morgan Trust Company,
  National Association, as custodian (the "J.P. Morgan Trust
           Company"), Wells Fargo Bank, N.A., as custodian ("Wells Fargo") and
        Deutsche Bank National Trust Company, as trustee (the "Trustee")

I, [identify the certifying individual], a [title] of Deutsche Bank National    
Trust Company certify to the Depositor and its officers, directors and          
affiliates, and with the knowledge and intent that they will rely upon this     
certification, that:                                                            

1.    I have reviewed the annual report on Form 10-K (the "Annual Report") for  
      the fiscal year [___], and all reports on Form 8-K containing distribution
   reports filed in respect of periods included in the year covered by the
      Annual Report (collectively with the Annual Report, the "Reports"), of the
Trust;                                                              

2.    Based on my knowledge, the information in the Reports, taken as a whole,  
     does not contain any untrue statement of a material fact or omit to state
  a material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
the last day of the period covered by the Annual Report; and        

3.    Based on my knowledge, the distribution or servicing information required 
to be provided to the Trustee by the Servicers under the Pooling and
Servicing Agreement for inclusion in the Reports is included in the 
Reports.                                                            

Date: _________________________                                                 

DEUTSCHE BANK NATIONAL TRUST COMPANY                                            

By:    _______________________________                                          
Name:  _______________________________                                          
Title: _______________________________                                          

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 EXHIBIT P

FORM OF SERVICER CERTIFICATION TO BE PROVIDED TO DEPOSITOR

Re:   GSAMP Trust 2005-HE3 (the "Trust") Mortgage Pass-Through      
         Certificates, Series 2005-HE3, issued pursuant to the Pooling and
       Servicing Agreement, dated as of June 1, 2005 (the "Pooling and
     Servicing Agreement"), among GS Mortgage Securities Corp., as
           depositor (the "Depositor"), NC Capital Corporation, as responsible
      party (the "Responsible Party"), JPMorgan Chase Bank, National
     Association, as servicer ("JPMorgan"), Countrywide Home Loans
  Servicing LP, as servicer ("Countrywide"), Wilshire Credit
          Corporation, as servicer, ("Wilshire"), J.P. Morgan Trust Company,
  National Association, as custodian (the "J.P. Morgan Trust
           Company"), Wells Fargo Bank, N.A., as custodian ("Wells Fargo") and
        Deutsche Bank National Trust Company, as trustee (the "Trustee")

[JPMorgan][Countrywide][Wilshire], certifies to the Depositor and the Trustee,  
and their respective officers, directors and affiliates, and with the knowledge 
and intent that they will rely upon this certification, that:                   

1.    Based on our knowledge, the information prepared by                       
[JPMorgan][Countrywide][Wilshire] and relating to the mortgage loans
     serviced by [JPMorgan][Countrywide][Wilshire] pursuant to the Pooling And
    Servicing Agreement and provided by [JPMorgan][Countrywide][Wilshire] to
     the Trustee in its reports to the Trustee is accurate and complete in all
      material respects as of the last day of the period covered by such report;

2.    Based on our knowledge, the servicing information required to be provided 
to the Trustee by [JPMorgan][Countrywide][Wilshire] pursuant to the 
Pooling and Servicing Agreement has been provided to the Trustee;   

3.    Based upon the review required under the Pooling and Servicing Agreement, 
     and except as disclosed in its annual compliance statement required to be
delivered pursuant to the Pooling and Servicing Agreement,          
      [JPMorgan][Countrywide][Wilshire] as of the last day of the period covered
   by such annual compliance statement has fulfilled its obligations under
the Pooling and Servicing Agreement; and                            

4.    [JPMorgan][Countrywide][Wilshire] has disclosed to its independent        
      auditor, who issues the independent auditor's report on the Uniform Single
Attestation Program for Mortgage Bankers for                        
    [JPMorgan][Countrywide][Wilshire], any significant deficiencies relating
    to [JPMorgan][Countrywide][Wilshire]'s compliance with minimum servicing
standards.                                                          

[JPMORGAN CHASE BANK, NATIONAL ASSOCIATION][COUNTRYWIDE HOME LOANS SERVICING    
LP][WILSHIRE CREDIT CORPORATION]                                                

Date: _________________________                                                 

_______________________________                                                 
[Signature]                                                                     
[Title]                                                                         

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 EXHIBIT Q

FREMONT AGREEMENTS

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated June
30, 2005 ("Agreement"), is among Goldman Sachs Mortgage Company ("Assignor"), GS
Mortgage Securities Corp. ("Assignee"), and Fremont Investment & Loan (the      
"Company").                                                                     

       For and in consideration of good and valuable consideration the
receipt and sufficiency of which hereby are acknowledged, and of the mutual     
covenants herein contained, the parties hereto hereby agree as follows:         

Assignment, Assumption and Conveyance                                           

            1. The Assignor hereby conveys, sells, grants, transfers and assigns
to the Assignee all of the right, title and interest (other than those rights   
specifically retained by the Assignor pursuant to this Agreement) of the        
Assignor, as purchaser, in, to and under (a) those certain mortgage loans listed
on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the
"Mortgage Loans") and (b) solely insofar as it relates to the Mortgage Loans,   
that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of  
October 1, 2004 (the "Purchase Agreement"), between the Assignor, as purchaser  
(in such capacity, the "Purchaser"), and the Company, as seller. The Assignor   
hereby agrees that it will (i) deliver possession of notes evidencing the       
Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii)
take in a timely manner all necessary steps under all applicable laws to convey 
and to perfect the conveyance of the Mortgage Loans as required under the       
Pooling Agreement (as defined below).                                           

     The Assignor specifically reserves and does not assign to the
Assignee hereunder (i) any and all right, title and interest in, to and under   
and any obligations of the Assignor with respect to any mortgage loans subject  
to the Purchase Agreement that are not the Mortgage Loans set forth on the      
Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the    
rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase   
Agreement.                                                                      

          The Assignee hereby assumes all of the Assignor's obligations from
and after the date hereof under the Mortgage Loans and the Purchase Agreement   
solely insofar as such obligations relate to the Mortgage Loans. The Assignee   
does not assume hereby such obligations of Assignor prior to the date hereof.   

Recognition of the Company                                                      

      2. From and after the date hereof (the "Securitization Closing
Date"), the Company shall and does hereby recognize that the Assignee will      
transfer the Mortgage Loans and assign its rights under the Purchase Agreement  
(solely to the extent set forth herein) and this Agreement to Deutsche Bank     
National Trust Company, as trustee (including its successors in interest and any
successor trustees under the Pooling Agreement, the "Trustee"), of the GSAMP    
Trust 2005-HE3 (the "Trust") created pursuant to a Pooling and Servicing        
Agreement, dated as of June 1, 2005 (the "Pooling Agreement"), among the        
Assignee, NC Capital Corporation, the Trustee, Countrywide Home Loans Servicing 
LP, as servicer of the Mortgage Loans (including its successors in interest and 
any successor servicers of the Mortgage Loans under the Pooling Agreement, the  
"Servicer"), JPMorgan Chase Bank, National Association, as servicer of certain  
mortgage loans (including its successors in interest and any successor servicers
under the Pooling Agreement), Wilshire Credit Corporation, as servicer of       
certain mortgage loans (including its successors in interest and any successor  
servicers under the Pooling Agreement), J.P. Morgan Trust Company, National     
Association, as custodian, and Wells Fargo Bank, N.A., as custodian (including  
its successors in interest and any successor custodians of the Mortgage Loans   
under the Pooling Agreement, the "Custodian"). The Company hereby acknowledges  
and agrees that from and after the date hereof (i) the Trust will be the owner  
of the Mortgage Loans and the Servicer will be the servicer of the Mortgage     
Loans on or after the Transfer Date pursuant to the terms set forth in the      
Pooling Agreement, (ii) the Company shall look solely to the Trust (including   
the Trustee, the Custodian and the Servicer acting on the Trust's behalf) for   
performance of any obligations of the Assignor under the Mortgage Loans and the 
Purchase Agreement (solely insofar as they relate to the Mortgage Loans), (iii) 
the Trust (including the Trustee, the Custodian and the Servicer acting on the  
Trust's behalf) shall have all the rights and remedies available to the         
Assignor, insofar as they relate to the Mortgage Loans, under the Purchase      
Agreement, including, without limitation, the enforcement of the document       
delivery requirements set forth in Subsection 6.03 of the Purchase Agreement,   
and shall be entitled to enforce all of the obligations of the Company          
thereunder insofar as they relate to the Mortgage Loans, including without      
limitation, the remedies for breaches of representations and warranties set     
forth in Subsection 9.03 of the Purchase Agreement, (iv) all references to the  
Purchaser or the Custodian under the Purchase Agreement as they relate to the   
Mortgage Loans shall be deemed to refer to the Trust (including the Trustee, the
Custodian and the Servicers acting on the Trust's behalf) and (v) the Mortgage  
Loans will be part of a REMIC, and the Company shall service the Mortgage Loans 
and any real property acquired upon default thereof (including, without         
limitation, making or permitting any modification, waiver or amendment of any   
term of any Mortgage Loan) prior to the Transfer Date in accordance with the    
Flow Interim Servicing Agreement, dated as of October 1, 2004 (the "Servicing   
Agreement"), by and between the Assignor and the Company but in no event in a   
manner that would (A) cause the REMIC to fail to qualify as a REMIC or (B)      
result in the imposition of a tax upon the REMIC (including but not limited to  
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code,
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,   
and the tax on "net income from foreclosure property" as set forth in Section   
860G(c) of the Code). Neither the Company nor the Assignor shall amend or agree 
to amend, modify, waive, or otherwise alter any of the terms or provisions of   
the Purchase Agreement or the Servicing Agreement which amendment, modification,
waiver or other alteration would in any way affect the Mortgage Loans or the    
Company's performance under the Purchase Agreement or the Servicing Agreement   
with respect to the Mortgage Loans without the prior written consent of the     
Trustee.                                                                        

Representations and Warranties of the Company                                   

         3. The Company warrants and represents to and covenants with, the
Assignor, the Assignee and the Trust as of the date hereof that:                

       (a) The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation;       

            (b) The Company has full power and authority to execute, deliver and
perform its obligations under this Agreement, and has full power and
   authority to perform its obligations under this Agreement, the Purchase
  Agreement and the Servicing Agreement. The execution by the Company of
  this Agreement is in the ordinary course of the Company's business and
will not conflict with, or result in a breach of, any of the terms, 
    conditions or provisions of the Company's charter or bylaws or any legal
     restriction, or any material agreement or instrument to which the Company
     is now a party or by which it is bound, or result in the violation of any
    law, rule, regulation, order, judgment or decree to which the Company or
   its property is subject. The execution, delivery and performance by the
Company of this Agreement have been duly authorized by all necessary
      corporate actions on the part of the Company. This Agreement has been duly
   executed and delivered by the Company, and, upon the due authorization,
    execution and delivery by the Assignor and the Assignee, will constitute
the valid and legally binding obligation of the Company, enforceable
     against the Company in accordance with its terms except as enforceability
   may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws now or hereafter in effect relating to creditors'
rights generally, and by general principles of equity regardless of 
     whether enforceability is considered in a proceeding in equity or at law;

            (c) No consent, approval, order or authorization of, or declaration,
  filing or registration with, any governmental entity is required to be
      obtained or made by the Company in connection with the execution, delivery
     or performance by the Company of this Agreement or the consummation by it
of the transaction contemplated hereby;                             

            (d) There is no action, suit, proceeding or investigation pending or
      threatened against the Company, before any court, administrative agency or
other tribunal, which would draw into question the validity of this 
   Agreement, the Purchase Agreement or the Servicing Agreement, or which,
      either in any one instance or in the aggregate, is likely to result in any
material adverse change in the ability of the Company to perform its
obligations under this Agreement or the Purchase Agreement or the   
Servicing Agreement, and the Company is solvent;                    

           (e) None of the Mortgage Loans (a) is covered by the Home Ownership
    and Equity Protection Act of 1994 or (b) is classified as a "high cost,"
 "threshold," "covered" (excluding home loans defined as "covered home
  loans" in the New Jersey Home Ownership Security Act of 2002 that were
  originated between November 26, 2003 and July 7, 2004), "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). 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. 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 a High Cost Loan or Covered Loan, as applicable (as such terms are
  defined in the then current Standard & Poor's LEVELS(R) Glossary); and

           (f) No Mortgagor was required to purchase any single premium credit
      insurance policy (e.g., life, disability, accident, unemployment, property
      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, disability, accident,
     unemployment, property, 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.                                     

        4. Pursuant to Section 13 of the Purchase Agreement, the Company
hereby represents and warrants, for the benefit of the Assignor, the Assignee   
and the Trust, that, except as set forth on Exhibit C hereto, the               
representations and warranties set forth in Subsections 9.01 and 9.02 of the    
Purchase Agreement are true and correct on the date hereof as if such           
representations and warranties were made on the date hereof.                    

Remedies for Breach of Representations and Warranties of the Company            

           5. (a) The Company hereby acknowledges and agrees that the remedies
available to the Assignor, the Assignee and the Trust (including the Trustee and
the Servicer acting on the Trust's behalf) in connection with any breach of the 
representations and warranties made by the Company set forth in Sections 3 and 4
hereof shall be as set forth in Subsection 9.03 of the Purchase Agreement as if 
they were set forth herein (including without limitation the repurchase and     
indemnity obligations set forth therein).                                       

                 (b) Notwithstanding anything to the contrary contained herein
or in the Purchase Agreement, the first sentence of the third full paragraph of 
Subsection 9.03 of the Purchase Agreement is hereby deleted and replaced in its 
entirety with the following sentence:                                           

        "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 (ss), (tt), (uu), (bbb), (ccc), (ddd), (eee), (fff),       
(ggg),(mmm), (ppp) and (qqq) of Subsection 9.02) and the Seller discovers or    
receives notice of any such breach within 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 120 days after the  
related Closing Date."                                                          

                 (c) Notwithstanding anything to the contrary contained herein
or in the Purchase Agreement, the following language should be added as the last
sentence in the fourth full paragraph of Subsection 9.03 of the Purchase        
Agreement:                                                                      

       "Accordingly, on the date of such substitution, the Seller will
remit to the Purchaser from its own funds an amount equal to the amount of such 
shortfall plus one month's interest thereon at the Mortgage Interest Rate on the
Deleted Mortgage Loan."                                                         

     6. In the event a Mortgage Loan is required to be repurchased
pursuant to Subsection 9.04 of the Purchase Agreement, the Company shall pay to 
the Trust the Repurchase Price (as defined in the Purchase Agreement), and the  
Company shall pay to the Assignor the amount by which the repurchase price set  
forth in Section M of the Purchase Price and Terms Agreement, dated February 22,
2005, between the Company and the Assignor, exceeds such Repurchase Price.      

        7. Pursuant to Section 13 of the Purchase Agreement, the Company
agrees to deliver a Sarbanes-Oxley certification in the form attached hereto as 
Exhibit B for the benefit of the Assignee, the Servicer and the Trustee and     
their respective officers, directors and affiliates. Such certification shall be
delivered by March 1, 2006 to the Assignee, the Servicer and the Trustee. The   
Company shall indemnify and hold harmless the Assignee, the Servicer and the    
Trustee and their respective officers, directors and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary    
legal fees and related costs, judgments and other costs and expenses arising out
of or based upon a breach of the Company's obligations under this Section 7, or 
the Company's negligence, bad faith, willful misconduct or material             
misstatements or omissions in connection therewith. If the indemnification      
provided for herein is unavailable or insufficient to hold harmless the         
indemnified party, then the Company agrees that it shall contribute to the      
amount paid or payable by the Assignee, the Servicer and/or the Trustee (and    
their respective officers, directors and affiliates) as a result of the losses, 
claims, damage or liabilities of the Assignee, the Servicer and/or the Trustee  
in such proportion as is appropriate to reflect the relative fault of the       
Assignee, the Servicer or the Trustee, as the case may be, on the one hand, and 
the Company on the other in connection with a breach of the Company's obligation
under this Section 7 or the Company's negligence, bad faith, willful misconduct 
or material misstatements or omissions in connection therewith.                 

Representations and Warranties of the Assignor                                  

       8. The Assignor warrants and represents to the Assignee and the
Trust as of the date hereof that, with respect to each Mortgage Loan:           

      (a) The Assignor is the sole owner of record and holder of the
   Mortgage Loan and the indebtedness evidenced by each Mortgage Note. The
Mortgage Loan is not assigned or pledged, and the Assignor has good,
     indefeasible and marketable title thereto, and has full right to transfer
and sell the Mortgage Loan to the Assignee 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 Assignee will own such Mortgage Loan free
and clear of any encumbrance, equity, participation interest, lien, 
pledge, charge, claim or security interest. The Assignor intends to 
    relinquish all rights to possess, control and monitor the Mortgage Loan;

           (b) The Assignor 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 Company waived any default
resulting from any action or inaction by the Mortgagor;             

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

    (d) No Mortgage Loan is a High Cost Loan or Covered Loan, as
    applicable. 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. No Mortgage Loan originated on or after
 October 1, 2002 through March 6, 2003 is governed by the Georgia Fair
Lending Act.                                                        

 For the purposes of this Section 8(d) the following definitions shall
apply:                                                              

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

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

           Standard & Poor's Glossary: Version 5.6(b) of the Standard & Poor's
            LEVELS(R) Glossary, or such version as may be in effect from time to
time.                                                   

         High Cost Loan: A Mortgage Loan (a) covered by the Home Ownership
  and Equity Protection Act of 1994, (b) a "high cost home,"
          "threshold," "covered," (excluding New Jersey "Covered Home Loans"
            as that term is defined in clause (1) of the definition of that term
          in the New Jersey Home Ownership Security Act of 2002), "high risk
            home," "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.

Remedies for Breach of Representations and Warranties of the Assignor           

           9. The Assignor hereby acknowledges and agrees that in the event of
any breach of the representations and warranties made by the Assignor set forth 
in Section 8 hereof that materially and adversely affects the value of the      
Mortgage Loans or the interest of the Assignee or the Trust therein within 60   
days of the earlier of either discovery by or notice to the Assignor of such    
breach of a representation or warranty, it shall cure, purchase or cause the    
purchase of the applicable Mortgage Loan at the Repurchase Price set forth in   
the Pooling Agreement.                                                          

Enforcement of Representations and Warranties of the Company                    

         10. The Assignor hereby agrees to use its best efforts to enforce
the remedies for a breach of the representations and warranties of the Company  
set forth in Section 5 herein.                                                  

Miscellaneous                                                                   

            11. This Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles, and the   
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.                                                      

            12. 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, with the prior       
written consent of the Trustee.                                                 

           13. This Agreement shall inure to the benefit of (i) the successors
and assigns of the parties hereto and (ii) the Trust (including the Trustee and 
the Servicer acting on the Trust's behalf). Any entity into which the Assignor, 
Assignee or Company may be merged or consolidated shall, without the requirement
for any further writing, be deemed Assignor, Assignee or Company, respectively, 
hereunder.                                                                      

            14. Each of this Agreement, the Purchase Agreement and the Servicing
Agreement shall survive the conveyance of the Mortgage Loans and the assignment 
of the Purchase Agreement and the Servicing Agreement (to the extent assigned   
hereunder) by the Assignor to the Assignee and by the Assignee to the Trust and 
nothing contained herein shall supersede or amend the terms of the Purchase     
Agreement and the Servicing Agreement, except as expressly set forth herein, and
then only with respect to the Mortgage Loans.                                   

          15. 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.                      

            16. In the event that any provision of this Agreement conflicts with
any provision of any of the Purchase Agreement or the Servicing Agreement with  
respect to the Mortgage Loans, the terms of this Agreement shall control.       

            17. Capitalized terms used in this Agreement (including the exhibits
hereto) but not defined in this Agreement shall have the meanings given to such 
terms in the Purchase Agreement or the Servicing Agreement, as applicable.      

[SIGNATURE PAGE FOLLOWS]

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        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.  

                          GS MORTGAGE SECURITIES CORP.

 By:
                                          --------------------------------------
         Name:
          Title:

                             GOLDMAN SACHS MORTGAGE COMPANY,
                            a New York limited partnership

                           By: GOLDMAN SACHS REAL ESTATE
                               FUNDING CORP., a New York
                                     corporation, as general partner

 By:
                                          --------------------------------------
         Name:
          Title:

                       FREMONT INVESTMENT & LOAN

 By:
                                          --------------------------------------
         Name:
          Title:

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 EXHIBIT A TO ASSIGNMENT AND RECOGNITION AGREEMENT

Mortgage Loan Schedule

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 EXHIBIT B

 FORM OF COMPANY CERTIFICATION TO BE PROVIDED TO ASSIGNEE, THE
SERVICER AND TRUSTEE

I, [identify the certifying individual], certify to GS Mortgage Securities Corp.
(the "Assignee"), Countrywide Home Loans Servicing, LP (the "Servicer"), and    
Deutsche Bank National Trust Company (the "Trustee"), and their respective      
officers, directors and affiliates, and with the knowledge and intent that they 
will rely upon this certification, that:                                        

1. The servicing information required to be provided to the Servicer or the     
Trustee by Fremont Investment & Loan (the "Company") under the Interim Servicing
Agreement, dated as of October 1, 2004 (the "Servicing Agreement"), by and      
between Goldman Sachs Mortgage Company (the "Assignor") and the Company, for the
period from [ ] [ ] to the Transfer Date (as defined in the Servicing Agreement)
has been so provided;                                                           

2. I am responsible for reviewing the activities performed by the Company under 
the Servicing Agreement and based upon my knowledge and the annual compliance   
review required under the Servicing Agreement, and except as disclosed in the   
annual compliance statement required to be delivered to the Assignee, the       
Servicer and Trustee in accordance with the terms of the Servicing Agreement    
(which has been so delivered to the Servicer or the Trustee), the Company has   
fulfilled its obligations under the Servicing Agreement; and                    

3. All significant deficiencies relating to the Company's compliance with the   
minimum servicing standards for purposes of the report provided by an           
independent public accountant, after conducting a review in compliance with the 
Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as
set forth in the Servicing Agreement, have been disclosed to such accountant and
are included in such report.                                                    

 FREMONT INVESTMENT & LOAN

Date:                   
             -------------------------

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

 [Signature]

 [Title]

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 EXHIBIT C

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

EXHIBIT C - GSAMP 2005-HE3 As of 6/22/2005                                      

                                                        [Enlarge/Download Table]

                            -----------------------------------------------------------------------------
                            Investor                                                                     
                              Code     Pool   Loan Number   ARM   Next Due   Next Maturity   Loan Balance
                            -----------------------------------------------------------------------------
                                                                                                         
60+ Days F/C                      11     17    5000133931    Y    3/1/2005        2/1/2035     $53,600.00
                                  11     17    6000134635    Y    3/1/2005        2/1/2035    $144,000.00
                                  11     17    6000136506    Y    3/1/2005        2/1/2035    $273,750.00
30+ Days                          11     17    1000218762    Y    4/1/2005        2/1/2035    $386,682.15
                                  11     17    1000219281    Y    4/1/2005        2/1/2035    $136,455.89
                                  11     17    1000223317    Y    4/1/2005        2/1/2035    $349,398.86
                                  11     17    5000119847    Y    4/1/2005       12/1/2034     $95,803.46
                                  11     17    5000130250    Y    4/1/2005        2/1/2035    $260,819.47
                                  11     17    6000132428    Y    4/1/2005        2/1/2035    $129,445.10
                                  11     17    6000133095    Y    4/1/2005        2/1/2035    $179,885.22
                                  11     17    6000136284    Y    4/1/2005        2/1/2035    $283,817.04
                                  11     17    6000136437    N    4/1/2005        2/1/2035     $70,981.92
Paid Ahead B/K                    11     17    1000221780    Y    7/1/2005        2/1/2035    $335,051.72
                                  11     17    5000130516    Y    7/1/2005        2/1/2035    $191,477.10
                                  11     17    6000133101    Y    7/1/2005        2/1/2035    $193,600.00
                                  11     17    6000133210    N    7/1/2005        2/1/2035     $48,293.04
Paid Ahead Hazard Suspense        11     17    1000217852    Y    7/1/2005        2/1/2035    $381,247.20
                            -----------------------------------------------------------------------------

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

FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT

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

 GOLDMAN SACHS MORTGAGE COMPANY,

 Purchaser

 and

 FREMONT INVESTMENT & LOAN

Seller

 Dated as of October 1, 2004

 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  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.....................................    

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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 FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT, dated as
of October 1, 2004 ("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, from time to time, the Seller desires to sell to the
Purchaser, and, from time to time, the Purchaser desires to purchase from the   
Seller, certain first and second lien fixed and adjustable rate 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, each Mortgage Loan will be secured by a mortgage, deed of
trust or other security instrument creating a first or second lien, as          
applicable, on a residential dwelling located in the jurisdiction indicated on  
the related Mortgage Loan Schedule;                                             

          WHEREAS,  the  Purchaser  and the  Seller  wish to  prescribe  the
manner of the conveyance, servicing and control of the Mortgage Loans; and      

      WHEREAS, following its purchase of the Mortgage Loans from the
Seller, the Purchaser desires to sell some or all of the Mortgage Loans to one  
or more purchasers as a whole loan transfer or a public or private, rated or    
unrated mortgage pass-through transaction;                                      

   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 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 Appraised Value of 
the Mortgaged Property as of the origination date.                              

        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.   

       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.  

     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.                          

       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: Fannie Mae, 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: Freddie Mac, 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 or (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).                 

         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 Servicing Agreement: That certain Flow Interim Servicing
Agreement, dated as of October 1, 2004, 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 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: A Whole Loan Transfer or a Securitization Transfer.

Reconstitution Date: As defined in Section 13.          

    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 Transfer: The sale or transfer of some or all of the
Mortgage Loans to a trust or other entity as part of a publicly-issued or       
privately-placed, rated or unrated mortgage pass-through or other               
mortgage-backed securities transaction.                                         

         Seller: Fremont Investment & Loan and its successors in interest.

    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.                                                

   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.                                          

           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.                                           

          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: The sale or transfer by Purchaser of some or
all of the Mortgage Loans in a whole loan or participation format pursuant to a 
Transaction Agreement.                                                          

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 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 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 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
assignees 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 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,
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. Each Mortgage Loan at the time it was
made complied in all material respects with applicable local, state, and federal
laws, including, but not limited to, all applicable predatory and abusive       
lending laws. 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;                                       

  (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 of real property with a detached single family      
residence erected thereon, or a two- to four-family dwelling, or an individual  
residential condominium unit in a low-rise condominium project, or an individual
unit in a planned unit development and that no residence or dwelling is (i) a   
mobile home, (ii) a manufactured home, (iii) a modular home, or (iv) a row      
house. 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;                                                      

    (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 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 equal to the maximum amount   
permitted under applicable law and no such prepayment penalty may be imposed for
a term in excess of three (3) years. 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 loan's origination, the borrower agreed to such   
premium in exchange for a monetary benefit, including but not limited to a rate 
or fee reduction, (ii) originator has available programs that offered the option
of obtaining a mortgage loan that did not require payment of such a premium and 
prior to the Mortgage Loan's origination, the Mortgage Loan was available to the
Mortgagor with and without the prepayment penalty, (iii) the prepayment premium 
was disclosed to the borrower in the loan documents pursuant to applicable state
and federal law, and (iv) notwithstanding any state or federal law to the       
contrary, the Servicer shall not impose such prepayment premium in any instance 
when the mortgage debt is accelerated as the result of the borrower's default in
making the loan payments;                                                       

           (tt) Predatory Lending Regulations. No Mortgage Loan is a High Cost
Loan. No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as   
such terms are defined in the then current Standard & Poor's LEVELS(R)          
Glossary);                                                                      

            (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 credit life, disability, accident or     
health insurance product as a condition of obtaining the extension of credit. No
Mortgagor obtained a prepaid single-premium credit life, disability, accident or
health insurance policy in connection with the origination of the Mortgage Loan;

           (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) Georgia Fair Lending Act. There is no Mortgage Loan that was
originated on or after October 1, 2002 and on or prior to March 7, 2003, which  
is secured by property located in the State of Georgia. There is no Mortgage    
Loan that was originated on or after March 7, 2003 that is a "high cost home    
loan" as defined under the Georgia Fair Lending Act;                            

            (ccc) New York State Banking Law. There is no Mortgage Loan that (a)
is secured by property located in the State of New York; (b) had an original    
principal balance of $300,000 or less, and (c) has an application date on or    
after April 1, 2003, the terms of which loan equal or exceed either the annual  
percentage rate or the points and fees threshold for "high-cost home loans," as 
defined in Section 6-L of the New York State Banking Law;                       

        (ddd) Oakland Mortgage Loans. No Mortgage Loan is subject to the
Oakland, California Anti-Predatory Lending Ordinance regardless of whether or   
not it is stayed;                                                               

   (eee) New Mexico Mortgage Loans. No Mortgage Loan is a home
improvement loan or manufactured home loan subject to the provisions of New     
Mexico's Home Loan Protection Act closed on or after January 1, 2004;           

            (fff) South Carolina Mortgage Loans. No Mortgage Loan subject to the
South Carolina High Cost and Consumer Home Loan Act is a refinance or           
non-purchase money Mortgage Loan;                                               

            (ggg) Illinois Mortgage Loans. No Mortgage Loan is a "High-Risk Home
Loan" as defined in the Illinois High-Risk Home Loan Act effective January 1,   
2004 (815 Ill. Comp. Stat. 137/1 et seq.). No Mortgage Loan for which the       
related Mortgaged Property is located in the state of Illinois has a Mortgage   
Interest Rate greater than 8% and fees equal to or in excess of 3% of the       
principal amount of the loan.                                                   

           (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 or has caused the related servicer to, for each       
Mortgage Loan, fully furnish, 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.                                                                  

            (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) Underwriting Methodology. The methodology used in underwriting
the extension of credit for each Mortgage Loan employs, in part, objective      
mathematical principles which relate the borrower's income, assets and          
liabilities to the proposed payment and such underwriting methodology does not  
rely on the extent of the borrower'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
borrower had a reasonable ability to make timely payments on the Mortgage Loan; 
and                                                                             

           (ppp) 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.                    

          (qqq) 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.         

         (rrr) 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;                            

  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,         
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, within 60 days of the earlier of
either discovery by, or notice to, the Seller of any breach of the              
representations or warranties set forth in clauses (ss), (tt), (uu), (bbb),     
(mmm), and (qqq) 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. 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 (ss), (tt), (uu), (bbb), (mmm) and (qqq) of     
Subsection 9.02) and the Seller discovers or receives notice of any such breach 
within 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 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 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 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 Transfers;       

        With respect to each Whole Loan Transfer and each Securitization
Transfer 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 incorporation    
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 corporation 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:  Jeff Kert           

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 Transfers 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 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 borrower or obligor 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.                                                  

[Signatures Commence on Following Page] 

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          IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the date first above written.                                             

                                   GOLDMAN SACHS MORTGAGE COMPANY, a New
                      York limited partnership
                       (Purchaser)

                                      By:GOLDMAN SACHS REAL ESTATE
                                   FUNDING CORP., a New York
                                         corporation, as General Partner

             By:
                                              ------------------------------
               Name:
                                                ----------------------------
                Title:
                                                 ---------------------------

                       FREMONT INVESTMENT & LOAN
                    (Seller)

 By:
                                        ------------------------------------
   Name:
                                          ----------------------------------
    Title:
                                           ---------------------------------

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                                                                       Exhibit A

 EXHIBIT A

CONTENTS OF EACH MORTGAGE FILE

           With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the     
Purchaser and any prospective Purchaser, and which shall be delivered to the    
Custodian, or to such other Person as the Purchaser shall designate in writing, 
pursuant to Section 6 of the Flow Mortgage Loan Purchase and Warranties         
Agreement to which this Exhibit is attached (the "Agreement"):                  

            (a) the original Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of _________, without recourse" and signed in the    
name of the last endorsee (the "Last Endorsee") by an authorized officer. To the
extent that there is no room on the face of the Mortgage Notes for endorsements,
the endorsement may be contained on an allonge, if state law so allows and the  
Custodian is so advised by the Seller that state law so allows. If the Mortgage 
Loan was acquired by the Seller in a merger, the endorsement must be by "[Last  
Endorsee], successor by merger to [name of predecessor]". If the Mortgage Loan  
was acquired or originated by the Last Endorsee while doing business under      
another name, the endorsement must be by "[Last Endorsee], formerly known as    
[previous name]";                                                               

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

           (c) the original Mortgage with evidence of recording thereon. If in
connection with any Mortgage Loan, the Seller 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 Seller shall deliver or cause to be delivered to
the Custodian, a photocopy of such Mortgage, together with (i) in the case of a 
delay caused by the public recording office, an Officer's Certificate of the    
Seller (or certified by the title company, escrow agent, or closing attorney)   
stating that such Mortgage has been dispatched to the appropriate public        
recording office for recordation and that the original recorded Mortgage or a   
copy of such Mortgage certified by such public recording office to be a true and
complete copy of the original recorded Mortgage will be promptly delivered to   
the Custodian upon receipt thereof by the Seller; or (ii) in the case of a      
Mortgage where a public recording office retains the original recorded Mortgage 
or in the case where a Mortgage is lost after recordation in a public recording 
office, a copy of such Mortgage certified by such public recording office to be 
a true and complete copy of the original recorded Mortgage;                     

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

          (e) 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 Purchaser as provided in this        
Agreement. If the Assignment of Mortgage is to be recorded, the Mortgage shall  
be assigned to the Purchaser. 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 Seller in a merger, the Assignment of Mortgage
must be made by "[Seller], successor by merger to [name of predecessor]". If the
Mortgage Loan was acquired or originated by the Seller while doing business     
under another name, the Assignment of Mortgage must be by "[Seller], formerly   
known as [previous name]";                                                      

        (f) the originals of all intervening assignments of mortgage (if
any) evidencing a complete chain of assignment from the Seller (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 Seller shall deliver or cause to be delivered to the Custodian, 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 Seller (or      
certified by the title company, escrow agent, or closing attorney) stating that 
such intervening assignment of mortgage has been dispatched to the appropriate  
public recording office for recordation and that such original recorded         
intervening assignment of mortgage or a copy of such intervening assignment of  
mortgage certified by the appropriate public recording office to be a true and  
complete copy of the original recorded intervening assignment of mortgage will  
be promptly delivered to the Custodian upon receipt thereof by the Seller; 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;    

          (g) The original mortgagee policy of title insurance or attorney's
opinion of title accompanied by a title abstract or, in the event such original 
title policy 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; and                                                                    

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

        (i) original powers of attorney, if applicable, with evidence of
recording thereon, if required;                                                 

           In the event an Officer's Certificate of the Seller is delivered to
the Purchaser because of a delay caused by the public recording office in       
returning any recorded document, the Seller shall deliver to the Purchaser,     
within 90 days of the related Closing Date, an Officer's Certificate which shall
(i) identify the recorded document, (ii) state that the recorded document has   
not been delivered to the Custodian due solely to a delay caused by the public  
recording office, (iii) state the amount of time generally required by the      
applicable recording office to record and return a document submitted for       
recordation, and (iv) specify the date the applicable recorded document will be 
delivered to the Custodian.                                                     

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                                                                       Exhibit B

 EXHIBIT B

CONTENTS OF EACH CREDIT FILE

           (a) Any security agreement, chattel mortgage or equivalent executed
in connection with the Mortgage.                                                

         (b) The original hazard insurance policy and, if required by law,
flood insurance policy.                                                         

(c) Residential loan application.                       

(d) Mortgage Loan closing statement.                    

           (e) Verification of employment and income except for Mortgage Loans
originated under a Limited Documentation Program.                               

       (f) Verification of acceptable evidence of source and amount of
downpayment.                                                                    

(g) Credit report on the Mortgagor.                     

(h) Residential appraisal report.                       

(i) Photograph of the Mortgaged Property.               

(j) Survey of the Mortgaged Property, if any.           

           (k) Copy of each instrument necessary to complete identification of
any exception set forth in the exception schedule in the title policy, i.e., map
or plat, restrictions, easements, sewer agreements, home association            
declarations, etc.                                                              

(l) All required disclosure statements.                 

       (m) If available, termite report, structural engineer's report,
water potability and septic certification.                                      

(n) Sales contract.                                     

            (o) Tax receipts, insurance premium receipts, ledger sheets, payment
history from date of origination, insurance claim files, correspondence, current
and historical computerized data files, and all other processing, underwriting  
and closing papers and records which are customarily contained in a mortgage    
loan file and which are required to document the Mortgage Loan or to service the
Mortgage Loan.                                                                  

(p) Amortization schedule.                              

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 EXHIBIT C

 MORTGAGE LOAN SCHEDULE FIELDS

(1) the Seller's Mortgage Loan identifying number;      

(2) the Mortgagor's name;                               

            (3) the street address of the Mortgaged Property including the city,
state and zip code;                                                             

(4) a code indicating whether the Mortgaged Property is 
owner-occupied, a second home or investment property;                           

     (5) the number and type of residential units constituting the
Mortgaged Property (i.e. a single family residence, a 2-4 family residence, a   
unit in a condominium project or a unit in a planned unit development,          
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.     

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.

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 EXHIBIT D

RESERVED

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 EXHIBIT E

SELLER'S OFFICER'S CERTIFICATE

          I, ____________________, hereby certify that I am the duly elected
[Vice] President of Fremont Investment & Loan], a [state] [federally] chartered 
institution organized under the laws of the [state of ____________] [United     
States] (the "Company") and further as follows:                                 

            1. Attached hereto as Exhibit 1 is a true, correct and complete copy
  of the charter of the Company which is in full force and effect on the
date hereof and which has been in effect without amendment, waiver, 
rescission or modification.                                         

            2. Attached hereto as Exhibit 2 is a true, correct and complete copy
   of the bylaws of the Company which are in effect on the date hereof and
which have been in effect without amendment, waiver, rescission or  
modification.                                                       

          3. Attached hereto as Exhibit 3 is an original certificate of good
     standing of the Company issued within ten days of the date hereof, and no
event has occurred since the date thereof which would impair such   
standing.                                                           

            4. Attached hereto as Exhibit 4 is a true, correct and complete copy
 of the corporate resolutions of the Board of Directors of the Company
    authorizing the Company to execute and deliver each of the Flow Mortgage
   Loan Purchase and Warranties Agreement, dated as of October 1, 2004, by
and between Goldman Sachs Mortgage Company (the "Purchaser") and the
Company (the "Purchase Agreement"), and the Flow Interim Servicing  
      Agreement, dated as of October 1, 2004, by and between the Company and the
     Purchaser (the "Interim Servicing Agreement") and to endorse the Mortgage
     Notes and execute the Assignments of Mortgages by original [or facsimile]
      signature], and such resolutions are in effect on the date hereof and have
 been in effect without amendment, waiver, rescission or modification.

         5. Either (i) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, 
   delivery and performance by the Company of or compliance by the Company
     with the Purchase Agreement, the Interim Servicing Agreement, the sale of
      the mortgage loans or the consummation of the transactions contemplated by
    the agreements; or (ii) any required consent, approval, authorization or
order has been obtained by the Company.                             

            6. Neither the consummation of the transactions contemplated by, nor
  the fulfillment of the terms of the Purchase Agreement and the Interim
  Servicing Agreement conflicts or will conflict with or results or will
   result in a breach of or constitutes or will constitute a default under
      the charter or by-laws of the Company, the terms of any indenture or other
     agreement or instrument to which the Company is a party or by which it is
bound or to which it is subject, or any statute or order, rule,     
regulations, writ, injunction or decree of any court, governmental  
    authority or regulatory body to which the Company is subject or by which
it is bound.                                                        

            7. To the best of my knowledge, there is no action, suit, proceeding
   or investigation pending or threatened against the Company which, in my
   judgment, either in any one instance or in the aggregate, may result in
any material adverse change in the business, operations, financial  
condition, properties or assets of the Company or in any material   
      impairment of the right or ability of the Company to carry on its business
      substantially as now conducted or in any material liability on the part of
      the Company or which would draw into question the validity of the Purchase
      Agreement and the Interim Servicing Agreement, or the mortgage loans or of
any action taken or to be taken in connection with the transactions 
  contemplated hereby, or which would be likely to impair materially the
ability of the Company to perform under the terms of the Purchase   
Agreement and the Interim Servicing Agreement.                      

     8. Each person listed on Exhibit 5 attached hereto who, as an
officer or representative of the Company, signed (a) the Purchase   
  Agreement, and (b) the Interim Servicing Agreement, (and (c) any other
    document delivered or on the date hereof in connection with any purchase
    described in the agreements set forth above was, at the respective times
  of such signing and delivery, and is now, a duly elected or appointed,
    qualified and acting officer or representative of the Company, who holds
the office set forth opposite his or her name on Exhibit 5, and the 
    signatures of such persons appearing on such documents are their genuine
signatures.                                                         

       9. The Company is duly authorized to engage in the transactions
described and contemplated in the Purchase Agreement and the Interim
Servicing Agreement.                                                

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          IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Company.                                                            

Dated:____________________    By:___________________________                    
          Name:_________________________
[Seal]                        Title: [Vice] President                           

I, ________________________, an [Assistant] Secretary of
______________[COMPANY], hereby certify that ____________ is the duly elected,  
qualified and acting [Vice] President of the Company and that the signature     
appearing above is [her] [his] genuine signature.                               

IN WITNESS WHEREOF, I have hereunto signed my name.     

Dated:____________________    By:___________________________                    
          Name:_________________________
        Title: [Assistant] Secretary

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EXHIBIT 5 to
 Company's Officer's Certificate

 NAME                       TITLE                  SIGNATURE
 ----                       -----                  ---------

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

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

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

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

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

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

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

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 EXHIBIT F

FORM OF OPINION OF COUNSEL TO THE SELLER

(date)

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 EXHIBIT G

FORM OF SECURITY RELEASE CERTIFICATION

                                                      ___________________, 200__

[Federal Home Loan Bank of                                                      
______(the "Association")]                                                      
__________________________                                                      
__________________________                                                      
__________________________                                                      

Attention:  ___________________________                                         
___________________________                             

Re:   Notice of Sale and Release of Collateral                      
----------------------------------------                

Dear Sirs:                                                                      

           This letter serves as notice that Fremont Investment & Loan a [type
of entity], organized pursuant to the laws of [the state of incorporation] (the 
"Company") has committed to sell to Goldman Sachs Mortgage Company under a Flow 
Mortgage Loan Purchase and Warranties Agreement, dated as of October 1, 2004,   
certain mortgage loans originated by the Association. The Company warrants that 
the mortgage loans to be sold to Goldman Sachs Mortgage Company are in addition 
to and beyond any collateral required to secure advances made by the Association
to the Company.                                                                 

      The Company acknowledges that the mortgage loans to be sold to
Goldman Sachs Mortgage Company shall not be used as additional or substitute    
collateral for advances made by the Association. Goldman Sachs Mortgage Company 
understands that the balance of the Company's mortgage loan portfolio may be    
used as collateral or additional collateral for advances made by the            
Association, and confirms that it has no interest therein.                      

           Execution of this letter by the Association shall constitute a full
and complete release of any security interest, claim, or lien which the         
Association may have against the mortgage loans to be sold to Goldman Sachs     
Mortgage Company.                                                               

                                 Very truly yours,

                                             _____________________________

                                             By:__________________________
                                             Name:________________________
                                               Title:_________________________
                                              Date:_________________________

Acknowledged and approved:                                                      

[FEDERAL HOME LOAN BANK OF]                                                     

___________________________                                                     

By:______________________________                                               
Name:____________________________                                               
Title:___________________________                                               
Date:____________________________                                               

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 EXHIBIT H

FORM OF SECURITY RELEASE CERTIFICATION

 I. Release of Security Interest

         The financial institution named below hereby relinquishes any and
all right, title and interest it may have in all Mortgage Loans to be purchased 
by to Goldman Sachs Mortgage Company from the Company named below pursuant to   
that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of  
October 1, 2004, and certifies that all notes, mortgages, assignments and other 
documents in its possession relating to such Mortgage Loans have been delivered 
and released to the Company named below or its designees, as of the date and    
time of the sale of such Mortgage Loans to Goldman Sachs Mortgage Company.      

Name and Address of Financial Institution                                       

________________________________                                    
(name)                                          

________________________________                                    
(Address)                                         

By:_____________________________                                    

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II.  Certification of Release   

       The Company named below hereby certifies Goldman Sachs Mortgage
Company that, as of the date and time of the sale of the above-mentioned        
Mortgage Loans to Goldman Sachs Mortgage Company the security interests in the  
Mortgage Loans released by the above-named financial institution comprise all   
security interests relating to or affecting any and all such Mortgage Loans. The
Company warrants that, as of such time, there are and will be no other security 
interests affecting any or all of such Mortgage Loans.                          

                                               _______________________________

                                               By:____________________________
                                               Title:_________________________
                                               Date:__________________________

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 EXHIBIT I

 UNDERWRITING GUIDELINES

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 EXHIBIT J

RESERVED

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 EXHIBIT K

 SERVICER ACKNOWLEDGMENT

 As of [_________]

Fremont Investment & Loan                                                       
175 North Riverview Drive                                                       
Anaheim, CA 92808                                                               

Re:         Letter Agreement in connection with the purchase by Goldman Sachs   
  Mortgage Company (the "Purchaser") and the sale by Fremont
            Investment & Loan (the "Company") of mortgage loans pursuant to that
         certain Flow Mortgage Loan Purchase and Warranties Agreement (the
     "Agreement"), dated as of October 1, 2004, by and between the
Company and the Purchaser                               

Ladies and Gentlemen:                                                           

   In connection with the above-referenced transaction, and in
consideration of the mutual agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby      
acknowledged, the Purchaser and the Company hereby agree as follows:            

1.    Unless otherwise specified in this letter agreement, all capitalized terms
herein shall have the meaning as provided in the Agreement.         

2.    The Purchaser hereby requests, and the Company hereby acknowledges, that  
[SERVICER] shall be the "Successor Servicer" under the agreement.   

3.    This letter may be executed in any number of counterparts each of which   
     shall constitute one and the same instrument, and either party hereto may
execute this letter by signing any such counterpart.                

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4.    This letter shall be deemed in effect when a fully executed counterpart   
    thereof is received by the Company in the State of New York and shall be
   deemed to have been made in the State of New York. This letter 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 laws of the State of New York except to
the extent preempted by Federal law.                                

               Very truly yours,

                    GOLDMAN SACHS MORTGAGE
     COMPANY

                                 By:________________________________

                                 Name:______________________________

                                 Title:_____________________________

Accepted and Agreed:                                                            

FREMONT INVESTMENT & LOAN                                                       

(Seller)                                                            

By:    __________________________                                               

Name:  __________________________                                               

Title: __________________________                                               

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 EXHIBIT L

 NEW JERSEY MORTGAGE LOAN STIPULATIONS

The seven stipulations below apply only to Mortgage Loans originated subject to 
the New Jersey Home Ownership Act of 2002 ("Act").                              

  1.    No Mortgage Loan is a "high cost home loan," "home improvement,"
           "manufactured home," or junior lien "covered" loan as defined under
the Act.                                                

   2.    No more than 5% of the pool consists of refinance "covered loans"
under the Act.                                          

  3.    The points and fees threshold calculations under the Act include
yield-spread premiums.                                  

      4.    All loans originated under the Act will be subject to up to 100% due
diligence.                                              

     5.    Mortgage Loan files must contain tangible net benefit and high-cost
worksheets.                                             

6.    Points and fees must be included on the related Mortgage Loan 
Schedule.                                               

     7.    Seller will make the representation that all Mortgage Loans subject
         to New Jersey's "flipping" prohibition, as defined under the Act,
     are in compliance with the "reasonable, tangible net benefit"
standard.                                               

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 EXHIBIT M

 FANNIE MAE ANTI-PREDATORY LENDING REPRESENTATIONS

       (a) Each Mortgage Loan is in compliance with the anti-predatory
lending eligibility for purchase requirements of Fannie Mae's Selling Guide;    

       (b) No Mortgage Loan is subject to the requirements of the Home
Ownership and Equity Protection Act of 1994 ("HOEPA");                          

      (c) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws, including, but
not limited to, all applicable predatory and abusive lending laws;              

         (d) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
Georgia Fair Lending Act, as amended (the "Georgia Act"). No Mortgage Loan      
subject to the Georgia Act and secured by owner occupied real property or an    
owner occupied manufactured home located in the State of Georgia was originated 
(or modified) on or after October 1, 2002 through and including March 6, 2003.  

         (e) No Mortgage Loan is a "High-Cost Home Loan" as defined in New
York Banking Law 6-1;                                                           

         (f) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340 of 2003);   

         (g) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
Kentucky high-cost home loan statute effective June 24, 2003 (Ky. Rev. Stat.    
Section 360.100);                                                               

         (h) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
seq.);                                                                          

         (i) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann.  
ss.ss. 58-21A-1 et seq.);                                                       

         (j) No Mortgage Loan is a "High-Risk Home Loan" as defined in the
Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat.
137/1 et seq.);                                                                 

           (k) No Mortgage Loan is a "High-Cost Home Mortgage Loan" as defined
in the Massachusetts Predatory Home Loan Practices Act, effective November 6,   
2004 (Mass. Ann. Laws Ch. 183C);                                                

            (l) No borrower 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 borrower 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 borrower may have qualified
for a 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 borrower's application to such affiliate for underwriting          
consideration;                                                                  

            (m) The methodology used in underwriting the extension of credit for
each Mortgage Loan employs objective mathematical principles which relate the   
borrower's income, assets and liabilities to the proposed payment and such      
underwriting methodology does not rely on the extent of the borrower'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 borrower had a reasonable ability to make
timely payments on the Mortgage Loan;                                           

       (n) 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 loan's origination, the borrower agreed to such premium in exchange
for a monetary benefit, including but not limited to a rate or fee reduction,   
(ii) prior to the loan's origination, the borrower was offered the option of    
obtaining a mortgage loan that did not require payment of such a premium, (iii) 
the prepayment premium is disclosed to the borrower in the loan documents       
pursuant to applicable state and federal law, (iv) for loans originated on or   
after September 1, 2004, the duration of the prepayment period shall not exceed 
three (3) years from the date of the note, unless the loan was modified to      
reduce the prepayment period to no more than three years from the date of the   
note and the borrower was notified in writing of such reduction in prepayment   
period, and (v) notwithstanding any state or federal law to the contrary, the   
Servicer shall not impose such prepayment premium in any instance when the      
mortgage debt is accelerated as the result of the borrower's default in making  
the loan payments;                                                              

 (o) No borrower was required to purchase any credit life,
disability, accident or health insurance product as a condition of obtaining the
extension of credit. No borrower obtained a prepaid single-premium credit life, 
disability, accident or health insurance policy in connection with the          
origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used  
to purchase single premium credit insurance policies as part of the origination 
of, or as a condition to closing, such Mortgage Loan;                           

            (p) All points and fees related to each Mortgage Loan were disclosed
in writing to the borrower in accordance with applicable state and federal law  
and regulation. Except in the case of a Mortgage Loan in an original principal  
amount of less than $60,000 which would have resulted in an unprofitable        
origination, no borrower was charged "points and fees" (whether or not financed)
in an amount greater than 5% of the principal amount of such loan, such 5%      
limitation is calculated in accordance with Fannie Mae's anti-predatory lending 
requirements as set forth in the Fannie Mae Selling Guide.                      

           (q) 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 borrower in accordance with applicable state and federal law and regulation;
and                                                                             

          (r) The Servicer will transmit full-file credit reporting data for
each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and that for 
each Mortgage Loan, Servicer agrees it shall report one of the following        
statuses each month as follows: new origination, current, delinquent (30-, 60-, 
90-days, etc.), foreclosed, or charged-off.                                     

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 EXHIBIT N

 ASSIGNMENT AND CONVEYANCE

            On this __ day of _________, 200_, Fremont Investment & Loan, as the
Seller, under that certain Flow Mortgage Loan Purchase and Warranties Agreement,
dated as of October 1, 2004 (the "Agreement") does hereby sell, transfer,       
assign, set over and convey to Goldman Sachs Mortgage Company, as Purchaser     
under the Agreement all rights, title and interest of the Seller in and to (a)  
the Mortgage Loans listed on the related Mortgage Loan Schedule attached as     
Exhibit 1 hereto, and (b) the Servicing Rights, together with the related       
Mortgage Files and all rights and obligations arising under the documents       
contained therein. Pursuant to Section 2 of the Agreement, the Seller has       
delivered to the Custodian the documents for each Mortgage Loan to be purchased 
as set forth in the Agreement. The ownership of each Mortgage Note, Mortgage,   
and the contents of each Mortgage File is vested in the Purchaser and the       
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of the Seller shall immediately   
vest in the Purchaser and shall be delivered promptly by the Seller to the      
Purchaser.                                                                      

          The Seller confirms to the Purchaser that, unless otherwise agreed
upon in writing by the Seller and the Purchaser, the representations and        
warranties set forth in Section 7 of the Agreement with respect to the Mortgage 
Loans listed on the Mortgage Loan Schedule attached hereto, and the             
representations and warranties in Section 6 of the Agreement with respect to the
Seller are true and correct as of the date hereof.                              

          Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Agreement.                                        

                 FREMONT INVESTMENT & LOAN
(Seller)

                   By:________________________
                   Name:______________________
                     Title:_______________________

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Schedule 1

MORTGAGE LOAN SCHEDULE

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 EXHIBIT R

REPRESENTATIONS AND WARRANTIES AGREEMENT

        This REPRESENTATIONS AND WARRANTIES AGREEMENT (the "Agreement"),
dated as of June 30, 2005 (the "Closing Date"), is between GOLDMAN SACHS        
MORTGAGE COMPANY ("GSMC" or the "Seller") and GS MORTGAGE SECURITIES CORP. (the 
"Depositor" or the "Purchaser").                                                

W I T N E S S E T H:

    WHEREAS, GSMC acquired certain mortgage loans (the "Acoustic
Mortgage Loans") set forth on the mortgage loan schedule attached hereto as     
Schedule I (the "Acoustic Mortgage Loan Schedule") from Acoustic Home Loans, LLC
("Acoustic") pursuant to that certain Flow Mortgage Loan Purchase and Warranties
Agreement, dated as of November 1, 2004 (the "Acoustic Purchase Agreement"),    
between GSMC, as purchaser, and Acoustic, as seller;                            

            WHEREAS, GSMC acquired certain mortgage loans (the "Conduit Mortgage
Loans" and together with the Acoustic Mortgage Loans, the "Mortgage Loans") set 
forth on the mortgage loan schedule attached hereto as Schedule II (the "Conduit
Mortgage Loan Schedule") from various mortgage loan sellers pursuant to certain 
Master Loan Purchase Agreements (the "Conduit Purchase Agreements" and together 
with the Acoustic Purchase Agreement the "Purchase Agreements"), each between   
GSMC, as purchaser, and the applicable mortgage loan seller, as seller;         

            WHEREAS, pursuant to that certain bill of sale, dated as of June 30,
2005, between GSMC and the Depositor, the Mortgage Loans are to be transferred  
by GSMC to the Depositor;                                                       

          WHEREAS, pursuant to that certain Pooling and Servicing Agreement,
dated as of June 1, 2005 (the "Pooling and Servicing Agreement"), among the     
Depositor, NC Capital Corporation, as responsible party, Countrywide Home Loans 
Servicing LP, as Servicer, JPMorgan Chase Bank, National Association, as        
Servicer, Wilshire Credit Corporation, as Servicer, J.P. Morgan Trust Company,  
National Association, as Custodian, Wells Fargo Bank, N.A., as Custodian and    
Deutsche Bank National Trust Company, as Trustee (the "Trustee"), the GSAMP     
Trust 2005-HE3 (the "Trust") shall issue its Mortgage Pass-Through Certificates,
Series 2005-HE3 (the "Certificates"), representing beneficial ownership interest
in a trust, the assets of which include, but are not limited to, the Mortgage   
Loans transferred by the Depositor to the Trust pursuant to the Pooling and     
Servicing Agreement;                                                            

          WHEREAS, in connection with the sale of the Mortgage Loans by GSMC
to the Depositor, GSMC shall make various representations and warranties to the 
Depositor regarding the Mortgage Loans;                                         

           NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the receipt and sufficiency of which are hereby     
acknowledged, the parties hereto hereby agree as follows:                       

Section 1. Defined Terms.                               

          (a) Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned to such terms in the Pooling and Servicing     
Agreement. In the event of a conflict between any of the defined terms contained
in this Agreement and the Pooling and Servicing Agreement, the definitions      
contained in the Pooling and Servicing Agreement shall control.                 

            (b) The following capitalized terms shall have the meanings assigned
to such terms below:                                                            

       Accepted Servicing Practices: With respect to any Mortgage Loan
those mortgage servicing practices of prudent mortgage lending institutions     
which service mortgage loans of the same type as such Mortgage Loan in the      
jurisdiction where the related Mortgaged Property is located.                   

            ALTA: The American Land Title Association, or any successor thereto.

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

     Deleted Mortgage Loan: A Mortgage Loan that is repurchased or
replaced or to be replaced with a Qualified Substitute Mortgage Loan by GSMC in 
accordance with the terms of this Agreement.                                    

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

          Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
ratio (expressed as a percentage) of the outstanding principal amount of the    
such Mortgage Loan as of the Cut-off Date (unless otherwise indicated), to the  
lesser of (a) the Appraised Value of the Mortgaged Property at origination and  
(b) if such Mortgage Loan was made to finance the acquisition of the related    
Mortgaged Property, the purchase price of the Mortgaged Property,               

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

          Purchase Price and Terms Agreement: Each of the Purchase Price and
Terms Agreements, dated as of November 15, 2004, October 17, 2004, December 17, 
2004 and March 1, 2005, respectively, between NC Capital Corporation and GSMC.  

          Qualified Substitute Mortgage Loan: A mortgage loan eligible to be
substituted by GSMC for a Deleted Mortgage Loan which must, on the date of such 
substitution, (i) have an outstanding principal balance, after deduction of all 
scheduled payments due in the month of substitution (or in the case of a        
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an     
aggregate principal balance), not in excess of the outstanding principal balance
of the Deleted Mortgage Loan (the amount of any shortfall will be paid by GSMC  
to the Depositor or its designee in the month of substitution); (ii) have a     
Mortgage Interest Rate not less than, and not more than 1% greater than, the    
Mortgage Interest Rate of the Deleted Mortgage Loan; (iii) have a remaining term
to maturity not greater than, and not more than one year less than, that of the 
Deleted Mortgage Loan (iv) be of the same type as the Deleted Mortgage Loan     
(i.e., fixed rate or adjustable rate with same Periodic Rate Cap, and Index);   
and (v) comply with each representation and warranty (respecting individual     
Mortgage Loans) set forth in Section 2 of this Agreement.                       

Section 2. Representations and Warranties of GSMC.      

            (a) As to each Acoustic Mortgage Loan (except as otherwise set forth
on Exhibit III hereto), GSMC hereby makes the representations and warranties set
forth in Exhibit I hereto to the Depositor as of the Closing Date (or such other
date as set forth herein).                                                      

           (b) As to each Conduit Mortgage Loan (except as otherwise set forth
on Exhibit III hereto), GSMC hereby makes the representations and warranties set
forth in Exhibit II hereto to the Depositor as of the Closing Date (or such     
other date as set forth herein).                                                

          (c) None of the Group I Mortgage Loans has a Prepayment Premium in
excess of three years.                                                          

        Section 3. Repurchase or Substitution Obligation for Breach of a
Representation or Warranty.                                                     

           (a) Within sixty (60) days of the earlier of either discovery by or
notice to GSMC of any breach of a representation or warranty which materially   
and adversely affects the value of the Mortgage Loans or the interest of the    
Depositor therein (or which materially and adversely affects the value of the   
applicable Mortgage Loan or the interest of the Depositor therein), GSMC shall  
cure such breach in all material respects and, if such breach cannot be cured,  
GSMC shall, at the Depositor's option, within sixty (60) calendar days of GSMC's
receipt of request from the Depositor, repurchase such Mortgage Loan at the     
Repurchase Price. In the event that such a breach shall involve any             
representation or warranty set forth in Section 2 of this Agreement, and such   
breach cannot be cured within sixty (60) days of the earlier of either discovery
by or notice to GSMC of such breach, all of the Mortgage Loans materially and   
adversely affected thereby shall, at the Depositor's option, be repurchased by  
GSMC at the Repurchase Price. Notwithstanding the above sentence, within thirty 
(30) days of the earlier of either discovery by, or notice to, the Seller of any
breach of the representations or warranties set forth in clauses (y), (aa),     
(bb), (cc), (dd) and (ff) of the Acoustic Mortgage Loan Schedule, GSMC shall    
repurchase such Mortgage Loan at the Repurchase Price, together with all        
expenses incurred by the Depositor as a result of such repurchase. Any          
repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of  
this Section 3 shall be accomplished by direct remittance of the Repurchase     
Price to the Depositor or its designee in accordance with the Depositor's       
instructions.                                                                   

         However, if the breach shall involve a representation or warranty
set forth in Section 2 of this Agreement relating to any Mortgage Loan and GSMC 
discovers or receives notice of any such breach within two years of the Closing 
Date, GSMC shall, at the Depositor's option and provided that GSMC has a        
Qualified Substitute Mortgage Loan, rather than repurchase such Mortgage Loan as
provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and       
substitute in its place a Qualified Substitute Mortgage Loan or Mortgage Loans, 
provided that any such substitution shall be effected not later than two years  
after the Closing Date. If GSMC has no Qualified Substitute Mortgage Loan, GSMC 
shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan 
or Mortgage Loans pursuant to the foregoing provisions of this Section 3 shall  
be accomplished by direct remittance of the Repurchase Price to the Depositor or
its designee in accordance with the Depositor's instructions.                   

         At the time of repurchase or substitution, the Depositor and GSMC
shall arrange for the reassignment of the Deleted Mortgage Loan to GSMC and the 
delivery to GSMC of any documents held by the Trustee or the Custodian, as the  
case may be, relating to the Deleted Mortgage Loan. In the event of a repurchase
or substitution, GSMC shall, simultaneously with such reassignment, give written
notice to the Depositor that such repurchase or substitution has taken place,   
amend the applicable Mortgage Loan Schedule to reflect the withdrawal of the    
Deleted Mortgage Loan from this Agreement, and, in the case of substitution,    
identify a Qualified Substitute Mortgage Loan and amend the applicable Mortgage 
Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan
to this Agreement. In connection with any such substitution, GSMC shall be      
deemed to have made as to such Qualified Substitute Mortgage Loan the           
representations and warranties set forth in this Agreement except that all such 
representations and warranties set forth in this Agreement shall be deemed made 
as of the date of such substitution. GSMC shall effect such substitution by     
delivering to the Trustee or the Custodian or to such other party as the        
Depositor may designate in writing for such Qualified Substitute Mortgage Loan  
the documents required by the Pooling and Servicing Agreement, with the Mortgage
Note endorsed as required by the Pooling and Servicing Agreement. No            
substitution will be made in any calendar month after the initial Determination 
Date for such month. GSMC shall remit directly to the Depositor, or its designee
in accordance with the Depositor's instructions the monthly payment less the    
Servicing Fee due, if any, on such Qualified Substitute Mortgage Loan or        
Mortgage Loans in the month following the date of such substitution. Monthly    
payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall be retained by GSMC. For the month of substitution,          
distributions to the Depositor shall include the monthly payment due on any     
Deleted Mortgage Loan in the month of substitution, and GSMC shall thereafter be
entitled to retain all amounts subsequently received by GSMC in respect of such 
Deleted Mortgage Loan.                                                          

      For any month in which GSMC substitutes a Qualified Substitute
Mortgage Loan for a Deleted Mortgage Loan, GSMC shall determine the amount (if  
any) by which the aggregate principal balance of all Qualified Substitute       
Mortgage Loans as of the date of substitution is less than the aggregate Stated 
Principal Balance of all Deleted Mortgage Loans (after application of scheduled 
principal payments due in the month of substitution). The amount of such        
shortfall, together with one month's interest at the Mortgage Interest Rate on  
the Deleted Mortgage Loan, shall be distributed by GSMC directly to the         
Depositor or its designee in accordance with the Depositor's instructions within
two (2) Business Days of such substitution.                                     

          Any cause of action against GSMC relating to or arising out of the
breach of any representations and warranties made in Section 2 shall accrue as  
to any Mortgage Loan upon (i) discovery of such breach by the Depositor or      
notice thereof by GSMC to the Depositor, (ii) failure by GSMC to cure such      
breach, repurchase such Mortgage Loan or substitute a Qualified Substitute      
Mortgage Loan as specified above, and (iii) demand upon GSMC by the Depositor   
for compliance with this Agreement.                                             

       (b) It is understood and agreed that the obligation of GSMC set
forth in Section 3(a) to repurchase or substitute for a Mortgage Loan in breach 
of a representation or warranty contained in Section 2 constitutes the sole     
remedy of the Depositor or any other person or entity with respect to such      
breach.                                                                         

Section 4. Early Payment Defaults.                      

        GSMC hereby conveys, sells, grants, transfers and assigns to the
Depositor all of its right, title and interest to and under Subsection 9.04 of  
the NC Capital Purchase Agreement, except that GSMC shall be entitled to retain 
any amount by which the repurchase price set forth in the third full paragraph  
of Section 6 of the applicable Purchase Price and Terms Agreement (or Section M 
of the Purchase Price and Terms Agreement dated as of March 1, 2005), exceeds   
the Repurchase Price (as defined in the NC Capital Purchase Agreement).         

Section 5. Document Delivery Requirements               

        GSMC will deliver to the Depositor all documents and instruments
required under Section 2.01 of the Pooling and Servicing Agreement, as if GSMC  
were a Responsible Party with respect to the Conduit Mortgage Loans.            

Section 6. Term of Representation and Warranties.       

         The representations and warranties of GSMC set forth in Section 2
shall inure to the benefit of the Depositor and its assigns until all amounts   
payable to Certificateholders under the Pooling and Servicing Agreement have    
been paid in full.                                                              

Section 7. Execution in Counterparts.                   

           This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts,  
when so executed and delivered, shall be deemed to be an original and all of    
which counterparts, taken together, shall constitute but one and the same       
Agreement.                                                                      

Section 8. GOVERNING LAW.                               

        THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARDS TO CONFLICTS OF LAWS    
PRINCIPLES.                                                                     

Section 9. Severability of Provisions.                  

            Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining      
provisions hereof or affecting the validity or enforceability of such provision 
in any other jurisdiction.                                                      

Section 10. Captions.                                   

            The captions in this Agreement are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.            

Section 11. Successors and Assigns.                     

          This Agreement may not be assigned, pledged or hypothecated by any
party hereto, except that the Depositor's rights under this Agreement may be    
assigned to the Trustee and are exercisable by the Trustee (and its successors  
and assigns) and will be enforceable by the Trustee. Any entity into which GSMC 
or the Depositor may be merged or consolidated shall, without the requirement   
for any further writing, be deemed GSMC or the Depositor, respectively,         
hereunder.                                                                      

Section 12. Third Party Beneficiary.                    

       The parties agree that the Trust (including the Trustee and the
related Servicer acting on the Trust's behalf) is an intended third-party       
beneficiary of this Agreement with the right to enforce the provisions hereof   
and the rights to obtain the benefit of the enforcement of the obligations and  
covenants of GSMC under Section 3 of this Agreement as if the Trustee were a    
party to this Agreement.                                                        

Section 13. Amendments                                  

      This Agreement may be amended from time to time by the parties
hereto.                                                                         

[Remainder of this Page Intentionally Left Blank.]

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            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date and year first above written.                        

                            GOLDMAN SACHS MORTGAGE COMPANY

                                   By: Goldman Sachs Real Estate Funding
                                Corp., its General Partner

 By:
                                          --------------------------------------
         Name:
          Title:

                          GS MORTGAGE SECURITIES CORP.

 By:
                                          --------------------------------------
   Name:
    Title:

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 EXHIBIT I

Representations and Warranties Regarding the Acoustic Mortgage Loans

           (a) Acoustic Mortgage Loans as Described. The information set forth
in the Acoustic Mortgage Loan Schedule with respect to the Acoustic 
Mortgage Loans is complete, true and correct;                       

        (b) Payments Current. All payments required to be made up to the
Closing Date for the Acoustic Mortgage Loan under the terms of the  
     Mortgage Note, other than payments for which the related due date was not
thirty or more days prior to the Closing Date, have been made and   
      credited. No Acoustic Mortgage Loan has been delinquent for thirty or more
     days at any time since the origination of the Acoustic Mortgage Loan. The
     first Monthly Payment shall be made with respect to the Acoustic Mortgage
   Loan on its Due Date or within thirty (30) days of its Due Date, all in
accordance with the terms of the related Mortgage Note;             

           (c) No Outstanding Charges. 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 Acoustic Mortgage Loan, except for interest accruing
      from the date of the Mortgage Note or date of disbursement of the Acoustic
      Mortgage Loan proceeds, whichever is earlier, to the day which precedes by
      one 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 Acoustic Mortgage Loan Schedule. No Acoustic Mortgage
  Loan has been modified so as to restructure the payment obligations or
re-age the Acoustic 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
 Acoustic 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
      Acoustic Custodial 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 Acoustic Mortgage Loan Schedule;                   

         (e) No Defenses. The Acoustic 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 to the best of the Seller's
      knowledge, no Mortgagor was a debtor in any state or Federal bankruptcy or
insolvency proceeding at the time the Acoustic 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 and such other hazards as are provided for in the Fannie Mae
      Guides or by Freddie Mac, as well as all additional requirements set forth
  in Section 2.10 of the Interim Servicing Agreement. If required by the
    National Flood Insurance Act of 1968, as amended, each Acoustic Mortgage
   Loan is covered by a flood insurance policy meeting the requirements of
the current guidelines of the Federal Insurance Administration is in
      effect which policy conforms to Fannie Mae and Freddie Mac, as well as all
      additional requirements set forth in Section 2.10 of the Interim Servicing
Agreement, dated as November 1, 2004 between Acoustic and GSMC (the 
     "Interim Servicing Agreement"). All individual insurance policies contain
      a standard mortgagee clause naming Acoustic and its successors and assigns
as mortgagee, and all premiums thereon have been paid. 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;                                                        

            (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, equal credit opportunity and disclosure laws or unfair and
deceptive practices laws applicable to the Acoustic Mortgage Loan   
including, without limitation, any provisions relating to Prepayment
   Premiums, have been complied with, the consummation of the transactions
  contemplated hereby will not involve the violation of any such laws or
     regulations. Each Acoustic Mortgage Loan at the time it was made complied
    in all material respects with applicable local, state, and federal laws,
including, but not limited to, all applicable predatory and abusive 
lending laws;                                                       

  (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 Acoustic
 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 located in the state identified in the Acoustic Mortgage Loan Schedule
 and consists of real property with a detached single family residence
erected thereon, or a two- to four-family dwelling, or an individual
     condominium unit in a 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 and Freddie Mac requirements regarding such
      dwellings and that no Acoustic 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;                 

            (j) Valid First or Second Lien. The Mortgage is a valid, subsisting,
  enforceable and perfected, first or second lien (as applicable) on the
Mortgaged Property, including all buildings and improvements on the 
Mortgaged Property and all installations and mechanical, electrical,
   plumbing, heating and air conditioning systems located in or annexed to
   such buildings, and all additions, alterations and replacements made at
any time with respect to the foregoing. 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 Acoustic
   Mortgage Loan and (a) specifically referred to or otherwise
           considered in the appraisal made for the originator of the Acoustic
        Mortgage Loan or (b) which do not adversely affect the Appraised
    Value of the Mortgaged Property set forth in such appraisal;

           (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 Second Lien Mortgage Loans, the lien of
the first mortgage on the Mortgaged Property.           

       Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Acoustic 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 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 Acoustic 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 Premiums). To the best of the Seller's
   knowledge, all parties to the Mortgage Note, the Mortgage and any other
such related agreement had legal capacity to enter into the Acoustic
    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;                                                    

         (l) Full Disbursement of Proceeds. The Acoustic Mortgage Loan has
      been closed and the proceeds of the Acoustic 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 Acoustic 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 Acoustic Mortgage Loan and the indebtedness evidenced by each Mortgage
Note. The Acoustic 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 Acoustic 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 Acoustic Mortgage Loan pursuant
to this Agreement;                                                  

          (n) Doing Business. All parties which have had any interest in the
Acoustic 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) Title Insurance. The Acoustic Mortgage Loan is covered by an
 ALTA lender's title insurance policy, or with respect to any Acoustic
Mortgage Loan for which the related Mortgaged Property is located in
 California a CLTA lender's title insurance policy, or other generally
      acceptable form of policy or insurance acceptable to Fannie Mae or Freddie
 Mac and each such title insurance policy is issued by a title insurer
   acceptable to Fannie Mae or Freddie Mac 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 priority lien (with
  respect to first lien Acoustic Mortgage Loans) or second priority lien
(with respect to Second Lien Mortgage Loans) of the Mortgage in the 
    original principal amount of the Acoustic Mortgage Loan, subject only to
      the exceptions contained in clauses (1), (2), (3) and (4) of paragraph (j)
   of this Exhibit I, and in the case of adjustable rate Acoustic 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
  exceptions 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 have been made 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;                   

            (p) No Defaults. Other than payments due but not yet 30 days or more
   delinquent, to the best of the Seller's knowledge, there is no default,
     breach, violation or event which would permit acceleration existing under
     the Mortgage or the Mortgage Note and no event which, with the passage of
     time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event which would permit 
     acceleration, 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) as of the
     Closing Date, 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;           

            (q) No Mechanics' Liens. There are no mechanics' or similar liens or
   claims which have been filed for work, labor or material (and no rights
   are outstanding that under law could give rise to such liens) affecting
 the related Mortgaged Property which are or may be liens prior to, or
 equal or coordinate with, the lien of the related Mortgage; provided,
    however, that this warranty shall be deemed not to have been made at the
time of the initial issuance of the Certificates if a title policy  
     affording, in substance, the same protection afforded by this warranty is
furnished to the Trustee by the Seller;                             

        (r) 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. To the best of the Seller's   
knowledge, no improvement located on or being part of the Mortgaged 
Property is in violation of any applicable zoning law or regulation;

      (s) Origination; Payment Terms. The Acoustic Mortgage Loan was
    originated by a mortgagee approved by the Secretary of Housing and Urban
     Development pursuant to Sections 203 and 211 of the National Housing Act,
     a savings and loan association, a savings bank, a commercial bank, credit
     union, insurance company or other similar institution which is supervised
    and examined by a federal or state authority. 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 Acoustic Mortgage Loan contains
      terms or provisions which would result in negative amortization. Principal
    payments on the Acoustic Mortgage Loan commenced no more than sixty days
     after funds were disbursed in connection with the Acoustic Mortgage Loan.
The Mortgage Interest Rate as well as the Lifetime Rate Cap and the 
 Periodic Mortgage Interest Rate Cap, are as set forth on the Acoustic
 Mortgage Loan Schedule. Except with respect to Interest Only Mortgage
Loans, the Mortgage Note is payable in equal monthly installments of
    principal and interest sufficient to amortize the Acoustic Mortgage Loan
     fully by the stated maturity date, over an original term of not more than
   thirty years from commencement of amortization with interest calculated
and payable in arrears. All 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 Adjustment Date. The
Acoustic Mortgage Loan is payable on the first day of each month. No
  Acoustic Mortgage Loan is a balloon mortgage loan that has an original
stated maturity of less than seven (7) years;                       

     (t) 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. 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;                                                                

           (u) Conformance with Underwriting Guidelines. The Acoustic Mortgage
   Loan was underwritten in accordance with the Underwriting Guidelines (a
copy of which is attached as Exhibit H to the Acoustic Purchase     
Agreement);                                                         

            (v) Occupancy of the Mortgaged Property. To the best of the Seller's
   knowledge, The Mortgaged Property is lawfully occupied under applicable
  law. All inspections, licenses and certificates required to be made or
  issued with respect to all occupied portions of the Mortgaged Property
     and, with respect to the use and occupancy of the same, including but not
    limited to certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities;        

            (w) Mortgaged Property Undamaged; No Condemnation Proceedings. There
      is no proceeding pending or, to the Seller's knowledge, threatened for the
  total or partial condemnation of the Mortgaged Property. The Mortgaged
Property is undamaged by waste, fire, earthquake or earth movement, 
  windstorm, flood, hurricane, tornado or other casualty so as to affect
      adversely the value of the Mortgaged Property as security for the Acoustic
     Mortgage Loan or the use for which the premises were intended. There have
not been any condemnation proceedings with respect to the Mortgaged 
   Property and the Seller has no knowledge of any such proceedings in the
future;                                                             

          (x) Prior Servicing. Each Acoustic Mortgage Loan has been serviced
in strict compliance with Accepted Servicing Practices;             

         (y) 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 Acoustic 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. The Servicer will transmit full-file credit reporting data
     for each Acoustic Mortgage Loan pursuant to Fannie Mae Guide Announcement
    95-19 and that for each Acoustic Mortgage Loan, Servicer agrees it shall
report one of the following statuses each month as follows: new     
      origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or
charged-off.                                                        

     (z) Leaseholds. If the Acoustic 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;  

           (aa) Prepayment Premium. The Acoustic Mortgage Loan is subject to a
     Prepayment Premium as provided in the related Mortgage Note except as set
forth on the Acoustic Mortgage Loan Schedule. With respect to each  
   Acoustic Mortgage Loan that has a Prepayment Premium feature, each such
    Prepayment Premium is enforceable and will be enforced by the Seller for
  the benefit of the Purchaser, and each Prepayment Premium is permitted
     pursuant to federal, state and local law. Each such Prepayment Premium is
   in an amount no more than the maximum amount permitted under applicable
     law and no such Prepayment Premium may be imposed for a term in excess of
      five (5) years with respect to Acoustic Mortgage Loans originated prior to
      October, 1, 2002. With respect to Acoustic 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
     Acoustic Mortgage Loan was modified to reduce the prepayment period to no
 more than three years from the date of the note and the Mortgagor was
    notified in writing of such reduction in prepayment period. With respect
to any Acoustic Mortgage Loan that contains a provision permitting  
     imposition of a premium upon a prepayment prior to maturity: (i) prior to
   the loan's origination, the borrower agreed to such premium in exchange
for a monetary benefit, including but not limited to a rate or fee  
     reduction, (ii) prior to the loan's origination, the borrower was offered
   the option of obtaining a mortgage loan that did not require payment of
     such a premium, (iii) the prepayment premium is disclosed to the borrower
      in the loan documents pursuant to applicable state, local and federal law,
     and (iv) notwithstanding any state, local or federal law to the contrary,
      the Servicer shall not impose such prepayment premium in any instance when
    the mortgage debt is accelerated as the result of the borrower's default
in making the loan payments;                                        

          (bb) Predatory Lending Regulations. No Acoustic Mortgage Loan is a
High Cost or Covered Loan, as applicable. No Acoustic Mortgage Loan 
    originated on or after October 1, 2002 through March 6, 2003 is governed
by the Georgia Fair Lending Act.                                    

            (cc) Single-premium Credit Life Insurance Policy. In connection with
the origination of any Acoustic Mortgage Loan, no proceeds from any 
   Acoustic 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, 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, disability,
accident, unemployment, mortgage, property or health insurance) in  
      connection with the origination of the Acoustic Mortgage Loan; No proceeds
from any Acoustic 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 Acoustic Mortgage Loan;

           (dd) Qualified Mortgage. The Acoustic Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code;     

        (ee) LTV. No Acoustic Mortgage Loan has a LTV greater than 100%;

    (ff) Arbitration. With respect to any Acoustic Mortgage Loan
   originated on or after August 1, 2004, neither the related Mortgage nor
    the related Mortgage Note requires the borrower to submit to arbitration
to resolve any dispute arising out of or relating in any way to the 
Acoustic Mortgage Loan transaction; and                             

            (gg) Delivery to the Trustee. With respect to each Acoustic Mortgage
  Loan, GSMC is in possession of a complete Mortgage File except for the
 documents which have been delivered to the Trustee or which have been
submitted for recording and not yet returned.                       

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EXHIBIT II

 Representations and Warranties Regarding the Conduit Mortgage Loans

          (a) Conduit Mortgage Loans as Described. The information set forth
      in the Conduit Mortgage Loan Schedule with respect to the Conduit Mortgage
Loans is complete, true and accurate;                               

          (b) Criteria for Eligible Loans. Unless otherwise agreed upon, the
 Mortgage Loan has been generally underwritten in accordance with, and
   meets the parameters of, the underwriting requirements set forth in the
  Underwriting Guide or the Seller's underwriting guidelines. No Conduit
   Mortgage Loan is (i) covered by the provisions of the Homeownership and
     Equity Protection Act of 1994 or (ii) in violation of, or classified as a
    "high cost", "threshold", "covered" or "predatory" loan under, any other
  applicable state, federal or local law (or a similarly classified loan
  using different terminology under a law imposing heightened regulatory
 scrutiny or additional legal liability for residential mortgage loans
     having high interest rates, points and/or fees). No Conduit Mortgage Loan
is subject to any rights of rescission, counterclaims or defenses;  

        (c) Compliance with Applicable Laws: Each Mortgage Loan has been
      originated in compliance with all applicable local, state and federal laws
      and regulations including, without limitation, usury and predatory lending
laws;                                                               

     (d) Origination/Doing Business: The Conduit Mortgage Loan was
    originated by a mortgagee approved by the Secretary of Housing and Urban
     Development pursuant to Sections 203 and 211 of the National Housing Act,
     a savings and loan association, a savings bank, a commercial bank, credit
     union, insurance company or other similar institution which is supervised
      and examined by a federal or state authority. All parties who have had any
    interest in the Conduit Mortgage Loan, whether as a mortgagee, assignee,
 pledgee or otherwise are (or during the period in which they held and
disposed of such interest, were) (a) in compliance with any and all 
applicable licensing requirements of the laws of the state where the
      Mortgaged Property is located, and (b) either (i) organized under the laws
     of such state, or (ii) qualified to do business in such state, or (iii) a
   federal savings and loan association, a savings bank or a national bank
      having a principal office in such state, or (c) not doing business in such
state;                                                              

          (e) Validity of Loan Documents: The Mortgage Note and the Mortgage
and any other agreement executed by a Mortgagor in connection with a
Mortgage Loan are genuine and each is the legal, valid, and binding 
 obligation of its maker. Each is enforceable according with its terms
(including without limitation, any provisions relating to prepayment
 charges or penalties), except as limited by bankruptcy, insolvency or
other similar laws generally affecting the enforcement of creditor's
      rights. To the best of the Seller's knowledge, all parties associated with
the Mortgage Note, the Mortgage and any related document had legal  
    capacity to enter into the Mortgage Loan and to execute and deliver said
    documents and said documents have been duly and properly executed by all
such related parties;                                               

         (f) No Defenses: The Mortgage Loan is not subject to any right of
      rescission, set-off, counterclaim or defense, including without limitation
   the defense of usury. The operation of any of the terms of the Mortgage
   Note or the Mortgage, or the exercise of any right thereunder, will not
  render the Mortgage Note or the Mortgage unenforceable, in whole or in
part or subject to any right of rescission, set-off, counterclaim or
     defense, including without limitation, the defense of usury. In addition,
  no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect to the Mortgage Note or the Mortgage. To the best of
    the Seller's knowledge, no Mortgagor was a debtor in any local, state or
federal bankruptcy or insolvency proceeding at the time the related 
Mortgage Loan was originated or as of the related origination date; 

            (g) No Defaults: Other than payments due but not yet 30 days or more
   delinquent, to the best of the Seller's knowledge, there is no default,
     breach, violation or event which would permit acceleration existing under
     the Mortgage or the Mortgage Note and no event which, with the passage of
     time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event which would permit 
 acceleration. No such default, breach, violation or event which would
    permit acceleration has been waived by the Seller or by any other entity
   involved in originating the Conduit Mortgage Loan. With respect to each
      second lien loan, (i) the prior mortgage is in full force and effect, (ii)
there is no default, breach, violation or event which would permit  
   acceleration existing under such prior mortgage or the related mortgage
 note, (iii) there is no event which, with the passage of time or with
     notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event which would permit acceleration 
    thereunder, and either (A) the prior mortgage contains a provision which
      allows or (B) applicable law requires, the mortgagee under the second lien
   loan to receive notice of, and affords such mortgagee an opportunity to
      cure any default by payment in full or otherwise under the prior mortgage;

         (h) Original Terms Unmodified: The terms of the Mortgage Note and
   the Mortgage have not been impaired, waived, altered or modified in any
   respect from the date of origination, except by written instrument. Any
     such instrument was recorded in the applicable public recording office if
      necessary to protect the interests of the Purchaser in the related Conduit
    Mortgage Loan. In addition, the changes to the terms have been delivered
to the Purchaser or its designee and reflected on the Conduit Loan  
     Schedule. No Conduit Mortgage Loan has been modified so as to restructure
the payment obligations or extend the maturity date of the Conduit  
Mortgage Loan. The substance of any such waiver, alteration or      
      modification has been approved by the title insurer to the extent required
     by the title policy. No Mortgagor has been released, in whole or in part,
     except in connection with an assumption agreement, approved by the issuer
   of the title insurance, to the extent required by the policy, and which
assumption agreement is part of the Mortgage File delivered to the  
 Purchaser or its designee and the terms of which are reflected in the
Conduit Loan Schedule;                                              

  (i) No Satisfaction of Mortgage: The Mortgage has not been
    satisfied, cancelled, subordinated or rescinded, in whole or in part and
the Mortgaged Property has not been released from the lien of the   
    Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, or 
     rescission. The Seller has not waived the performance by the Mortgagor of
     any action, if the Mortgagor's failure to perform such action would cause
     the Mortgage Loan to be in default, nor has the Seller waived any default
resulting from any action or inaction by the Mortgagor;             

        (j) Customary Provisions: The Mortgage and related Mortgage Note
     contain customary and enforceable provisions such as to render the rights
   and remedies of the holder thereof adequate for the realization against
    the Mortgaged Property of the benefits of the security provided thereby,
   including: by trustee's sale, in the case of a Mortgage designated as a
 deed of trust; and by judicial foreclosure. There are no homestead or
    other exemptions or other rights or interests available to the Mortgagor
   that would interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage, subject to   
applicable federal, state and local laws and judicial precedent with
respect to bankruptcy and right of redemption or similar law;       

           (k) Full Disbursement of Loan Proceeds: Each Mortgage Loan has been
   closed and the proceeds of the Mortgage Loan have been fully disbursed.
    There is no obligation for the Mortgagee to advance additional funds and
    any and all requirements to complete any on-site or off-site improvement
 have been complied with as well as any disbursements of escrow funds;

           (l) Ownership: The Seller is the sole owner of record and holder of
   the Mortgage Loan and the indebtedness evidenced by each Mortgage Note.
The Mortgage Loan is not assigned or pledged other than for normal  
warehouse arrangements or other warehouse arrangements previously   
 disclosed to the Purchaser, and the Seller has good, indefeasible and
 marketable title thereto, and has full right to transfer and sell the
     Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
     participation interest, lien, pledge, charge, claim or security interest,
    and has full right and authority subject to no interest or participation
    of, or agreement with, any other party, to sell and assign each Mortgage
Loan pursuant to the underlying purchase documents, as applicable;  

      (m) Improvements: All the improvements that were considered in
determining the appraised value of the Mortgaged Property lie wholly
     within its boundaries and the building restriction lines of the Mortgaged
   Property. Otherwise, the title insurance policy insures against loss or
 damage by reason of any violation, variation, encroachment or adverse
    circumstance that either is disclosed or would have been disclosed by an
      accurate survey. No improvements to adjoining properties encroach upon the
Mortgaged Property in any respect so as to affect the value or      
  marketability of the Mortgaged Property. No improvement located on, or
   being part of, the Mortgaged Property is in violation of any applicable
zoning law or regulation;                                           

            (n) Proper Servicing: The Conduit Mortgage Loan has been serviced by
the Seller (or a servicer or subservicer on its behalf) and any     
 predecessor servicer in accordance with Accepted Servicing Practices,
   applicable laws and regulations and have been in all respects legal and
  proper and prudent in the mortgage origination and servicing business;

          (o) All Payments Made: Other than with respect to payments not yet
      30 days delinquent, no Conduit Mortgage Loan is 30 or more days delinquent
  on the Closing Date, nor has any Conduit Mortgage Loan been delinquent
      since its origination date. The Seller has not advanced funds, or induced,
solicited or knowingly received any advance of funds, directly or   
  indirectly, from a party other than the owner of the related Mortgaged
   Property for the payment of any amount required by the Mortgage Note or
     Mortgage, except for interest accruing from the date of the Mortgage Note
    or date of disbursement of the Conduit Mortgage Loan proceeds, whichever
   is earlier, to the date which precedes by one month the due date of the
first installment of principal and interest;                        

            (p) Title Insurance Policy: Each Conduit Mortgage Loan is covered by
   an ALTA lender's title insurance policy, or with respect to any Conduit
Mortgage Loan for which the related Mortgaged Property is located in
 California, a CLTA lender's title insurance policy or other generally
      acceptable form of policy or insurance acceptable to Fannie Mae or Freddie
Mac. The title insurance policy:                                    

             o     is issued by a title insurer who is qualified to do
                business in the jurisdiction where the Mortgaged
Property is located;            

               o     insures the Seller, its successors and assigns, as to
                        the first or second priority lien of the Mortgage in the
               original principal amount of the Mortgage Loan;

                 o     insures against any loss by reason of the invalidity or
               unenforceability of the lien resulting from the
                      provisions of the Mortgage providing for adjustment in
                        the interest rate and monthly payment for any adjustable
rate Mortgage Loan;             

                  o     affirmatively insures ingress and egress to and from the
Mortgaged Property;             

                o     insures against encroachments by or upon the Mortgaged
 Property or any interest therein;

              o     names the Seller, its successors and assigns, as the
           sole insured of the title insurance policy;

            o     is valid and remains in full force and effect; and

             o     does not contain any special exceptions (other than
                     standard exclusions) for zoning and uses and has been
                     marked to delete the standard survey exceptions or to
                      replace the standard exceptions with a specific survey
reading;                        

  In addition, no claims are pending under such lender's title insurance
      policy, and no prior holder of the related Mortgage, including the Seller,
    has done, by act or omission, anything that would impair the coverage of
such policy;                                                        

     (q) Fire, Hazard and Flood Insurance: All buildings and other
 improvements on the Mortgaged Property are insured. The buildings and
    other improvements are insured against loss by fire, hazards of extended
coverage and other hazards. If the Mortgaged Property is in an area 
      identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
    Federal Emergency Management Agency as having special flood hazards, the
      property must have a flood insurance policy in effect. The flood insurance
  policy meets the requirements of the current guidelines of the Federal
    Insurance Administration. All such insurance policies contain a standard
Mortgagee clause naming the Seller, its successors and assigns as   
      Mortgagee and all premiums due have been paid. Each Mortgage obligates the
Mortgagor to maintain all such insurance at the Mortgagor's cost and
expense. If the Mortgagor fails to maintain such insurance, then the
     holder of the Mortgage is authorized to obtain such insurance and to seek
reimbursement from the Mortgagor;                                   

            (r) Mortgaged Property Undamaged; No Condemnation Proceedings: There
      is no proceeding pending or, to the Seller's knowledge, threatened for the
  total or partial condemnation of the Mortgaged Property. The Mortgaged
Property is undamaged by waste, fire, earthquake or earth movement, 
     windstorm, flood, tornado or other casualty so as to affect adversely the
    value of the Mortgaged Property as security for the Mortgage Loan or the
use for which the premises were intended;                           

            (s) No Mechanics' Liens: There are no mechanics' or similar liens or
   claims which have been filed for work, labor or material (and no rights
   are outstanding that under law could give rise to such liens) affecting
 the related Mortgaged Property which are or may be liens prior to, or
 equal or coordinate with, the lien of the related Mortgage; provided,
    however, that this warranty shall be deemed not to have been made at the
time of the initial issuance of the Certificates if a title policy  
     affording, in substance, the same protection afforded by this warranty is
furnished to the Trustee by the Seller;                             

        (t) Single-premium Credit Life Insurance: In connection with the
     origination of any Mortgage Loan, no proceeds from any Mortgage Loan were
used to finance a single-premium credit life insurance policy;      

  (u) Valid First and Second Lien: Each Mortgage is a valid,
      enforceable and perfected first lien, with respect to first lien loans, or
    second lien, with respect to second lien Conduit Mortgage Loans, on real
   estate constituting the Mortgaged Property, including all buildings and
improvements on the Mortgaged Property and all installations and    
  mechanical, electrical, plumbing, heating and air conditioning systems
   located in or annexed to such buildings, and all additions, alterations
      and replacements made at any time, with respect to the foregoing. The lien
      of the Mortgage is subject only to: with respect to second lien loans, the
     lien of the first mortgage on the Mortgaged Property; the lien of current
real estate property taxes and assessments not yet due and payable; 
      covenants, conditions and restrictions, rights of way, easements and other
  matters of the public record as of the date of recording acceptable to
     prudent mortgage lending institutions generally and specifically referred
    to in the lender's title insurance policy delivered to the originator of
      the Mortgage Loan and (a) specifically referred to or otherwise considered
    in the appraisal made for the originator of the Conduit Mortgage Loan or
  (b) which do not adversely affect the appraised value of the Mortgaged
 Property set forth in such appraisal; and other matters to which like
      properties are commonly subject which do not materially interfere with the
   benefits of the security intended to be provided by the Mortgage or the
     use, enjoyment, value or marketability of the related Mortgaged Property.
      Any security agreement, chattel mortgage or equivalent document related to
      and delivered in connection with the Conduit Mortgage Loan establishes and
     creates a valid, subsisting, enforceable and perfected (A) first lien and
     first priority security interest with respect to each first lien loan, or
      (B) second lien and second priority security interest with respect to each
   second lien loan, in either case, on the property described therein and
Seller has full right to sell and assign the same to the Seller;    

       (v) No Delinquent Amounts: There are no delinquent amounts that
    affect the Mortgaged Property including, but not limited to: real estate
     property taxes; ground rents; water charges; sewer and municipal charges;
 insurance premiums; leasehold payments; and governmental assessments;

           (w) Payment Terms: Principal payments on each Conduit Mortgage Loan
      commenced no more than sixty days after funds were disbursed in connection
   with such Conduit Mortgage Loan. The Mortgage Interest Rate as well as,
    with respect to Adjustable Rate Mortgage Loan, the lifetime rate cap and
    the periodic cap are as set forth on the Conduit Mortgage Loan Schedule.
      Except during the interest only period for any Interest Only Mortgage Loan
    and with respect to any balloon Conduit Mortgage Loan, the Mortgage Note
     is payable in equal monthly installments of principal and interest, which
installments of interest, with respect to adjustable-rate loans, are
     subject to change due to the adjustments to the Mortgage Interest Rate on
 each adjustment date, as set forth in the related Mortgage Note, with
    interest calculated and payable in arrears, sufficient to fully amortize
   the Conduit Mortgage Loan by the stated maturity date, over an original
    term of not more than thirty years from commencement of amortization. No
Conduit Mortgage Loan contains a provision allowing the Mortgagor to
    convert the mortgage interest rate from an adjustable interest rate to a
      fixed interest rate. No Conduit Mortgage Loan contains terms or provisions
which would result in negative amortization;                        

            (x) Prepayment Premiums: Except as set forth in the Conduit Mortgage
Loan Schedule, each Mortgage Loan is subject to a Prepayment Premium
      except as set forth on the Conduit Mortgage Loan Schedule. With respect to
  each Conduit Mortgage Loan that has a Prepayment Premium feature, each
     such Prepayment Premium is enforceable and will be enforced by the Seller
      for the benefit of the Purchaser, and each Prepayment Premium is permitted
     pursuant to federal, state and local law. Each such Prepayment Premium is
 in an amount equal to or less than the maximum amount permitted under
    applicable law; however, no such Prepayment Premium may be imposed for a
  term in excess of three (3) years (or five years with respect to Loans
originated prior to October 1, 2002);                               

           (y) Location and Type of Mortgaged Property: The Mortgaged Property
    is located in the state identified in the Conduit Mortgage Loan Schedule
 and consists of real property with a detached single family residence
erected thereon, or a two- to four-family dwelling, or an individual
 condominium unit in a condominium project, or an individual unit in a
planned unit development;                                           

        (z) Occupancy of Mortgaged Property: To the best of the Seller's
   knowledge, the Mortgaged Property is lawfully occupied under applicable
  law. All inspections, licenses and certificates required to be made or
  issued with respect to all occupied portions of the Mortgaged Property
     and, with respect to the use and occupancy of the same, including but not
    limited to certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities;        

     (aa) Leaseholds: If the Conduit Mortgage Loan is secured by a
   long-term residential lease, (1) the lessor under the lease holds a fee
     simple interest in the land; (2) the terms of such lease expressly permit
the mortgaging of the leasehold estate, the assignment of the lease 
 without the lessor's consent and the acquisition by the holder of the
  Mortgage of the rights of the lessee upon foreclosure or assignment in
lieu of foreclosure or provide the holder of the Mortgage with      
     substantially similar protections; (3) the terms of such lease do not (a)
      allow the termination thereof upon the lessee's default without the holder
of the Mortgage being entitled to receive written notice of, and    
     opportunity to cure, such default, (b) allow the termination of the lease
in the event of damage or destruction as long as the Mortgage is in 
     existence, (c) prohibit the holder of the Mortgage from being insured (or
 receiving proceeds of insurance) under the hazard insurance policy or
     policies relating to the Mortgaged Property or (d) permit any increase in
     rent other than pre-established increases set forth in the lease; (4) the
    original term of such lease is not less than fifteen (15) years; (5) the
   term of such lease to extend at least five (5) years beyond the term of
     the Mortgage unless such lease contains a provision for future vesting of
    land to the Mortgagor or homeowner's association after the maturity date
of the Mortgage Note; and (6) the Mortgaged Property is located in a
jurisdiction in which the use of leasehold estates in transferring  
ownership in residential properties is a widely accepted practice;  

          (bb) Credit Information: As to each consumer report (as defined in
the Fair Credit Reporting Act, Public Law 91-508) or other credit   
     information furnished by the Seller to the Purchaser, the Seller has full
right and authority and is not precluded by law or contract from    
 furnishing such information to the Purchaser and the Purchaser is not
     precluded by the terms of the Mortgage Loan Documents from furnishing the
 same to any subsequent or prospective purchaser of such Mortgage. The
 Seller has in its capacity as servicer, for each Mortgage Loan, fully
furnished, in accordance with the Fair Credit Reporting Act and its 
implementing regulations, accurate and complete information (i.e.,  
favorable and unfavorable) on its borrower credit files to Equifax, 
Experian Credit Information Services, Inc. and Trans Union Credit   
Information Company (three of the credit repositories), on a monthly
basis;                                                              

         (cc) Predatory Lending Regulations: No Conduit Mortgage Loan is a
High Cost or Covered Loan, as applicable. No Conduit Mortgage Loan  
    originated on or after October 1, 2002 through March 6, 2003 is governed
by the Georgia Fair Lending Act.                                    

   (dd) Arbitration: With respect to any Conduit Mortgage Loan
originated after August 1, 2004, no Mortgagor agreed to submit to   
    arbitration to resolve any dispute arising out of or relating in any way
to the Conduit Mortgage Loan transaction;                           

(ee) LTV. No Mortgage Loan has a LTV greater than 100%; 

          (ff) Qualified Mortgage. The Conduit Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code; and 

    (gg) Delivery to the Custodian. With respect to each Conduit
   Mortgage Loan, GSMC is in possession of a complete Mortgage File except
      for the documents which have been delivered to the Custodian or which have
been submitted for recording and not yet returned.                  

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 EXHIBIT III

 Exceptions to Representations and Warranties Regarding the Mortgage Loans

--------------------------------------------------------------------------------
Exhibit    Representation   Exceptions                                          
-------    --------------   ----------                                          

I             (b)           Approximately 1.64% of the Acoustic Loans were one  
            Monthly Payment or more delinquient.

II            (b)           Approximately 1.87% of the Conduit Mortgage Loans   
                     were one Monthly Payment or more delinquient.

I             (e)           The Mortgagors for approximately 0.09% of the       
                            Acoustic Mortgage Loans were debtors in a bankruptcy
                           proceeding at the time such Acoustic Mortgage Loans
were originated.        

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SCHEDULE I

 Acoustic Mortgage Loan Schedule

(Delivered to Trustee Upon Closing Date)

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 SCHEDULE II

Conduit Mortgage Loan Schedule

(Delivered to Trustee Upon Closing Date)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/1/06		58
		7/25/05		13		37			8-K
Filed on:		7/15/05
		7/1/05		3
For Period End:		6/30/05		3		87
		6/27/05		3
		6/23/05		3
		6/1/05		1		87
		3/1/05		87
		2/22/05		58
		12/17/04		87
		12/6/04		3
		11/15/04		87
		11/6/04		84
		11/1/04		3		89
		10/17/04		87
		10/1/04		3		85
		9/1/04		84
		8/25/04		3
		8/1/04		11		90
		7/7/04		58
		1/1/04		66		84
		11/27/03		84
		11/26/03		58
		10/1/03		11
		7/16/03		84
		6/24/03		84
		4/1/03		66
		3/7/03		11		66
		3/6/03		3		90
		10/1/02		3		90
		8/20/96		3
									List all Filings